Oregon. Laws, Statutes, etc. Corporation law OF THE STATE OF OREGON RELATING TO The Organization and Regulation of Corporations INCLUDING Laws Relating to the Admission of Foreign Corporations Desiring of Incorporation ALSO CONSTITUTIONAL PROVISIONS: Blue Sky Law Building and Loan Associations Irrigation and Drainage Corporations AND THE 1911-1913-1915-1917-1919 THE LEGISLATURE 34 Constitutional Provisions Relating to Corporations References are to sections contained in Lord's Oregon Laws, together with subsequent laws and amendments relating thereto, enacted by the legislative assemlies of 1911, 1913, 1915, 1917 and 1919. § 18. Private Property Taken for Public Uses. Private property shall not be taken for public use, nor the particular services of any man be demanded, without just compensation; nor, except in case of the state, without such compensation first assessed and tendered. [Sec. 18, Art. I, Const.] § 20. Exclusive Privileges. No law shall be passed granting to any citizen or class of citizens, privileges or immunities which, upon the same terms, shall not equally belong to all citizens. [Sec. 20, Art. I, Const.] § 21. Laws of Certain Nature Not to Be Passed. No ex post facto law, or law impairing the obligations of contracts, shall ever be passed, nor shall any law be passed, the taking effect of which shall be made to depend upon any authority, except as provided in this constitution; provided, that laws locating the capital of the state, locating county seats, and submitting town and corporate acts, and other local and special laws may take effect or not, upon a vote of the electors interested. [Sec. 21, Art. I, Const.] § la. Initiative and Referendum on Local, Special and Municipal Laws and Parts of Laws. The referendum may be demanded by the people against one or more items, sections, or parts of any act of the legislative assembly in the same manner in which such power may be exercised against a complete act. The filing of a referendum petition against one or more items, sections, or parts of an act shall not delay the remainder of that act from becoming operative. The initiative and referendum powers reserved to the people by this constitution are hereby further reserved to the legal voters of every municipality and district, as to all local, special, and municipal legislation, of every character, in or for their respective municipalities and districts. The manner of exercising said powers shall be prescribed by general laws, except that cities and towns may provide for the manner of exercising the initiative and referendum powers as to their municipal legislation. Not more than 10 per cent of the legal voters may be required to order the referendum nor more than 15 per cent to propose any measure, by the initiative, in any city or town. [Sec. 1a, Art. IV, Const.] Note 1-The above section was proposed by initiative petition filed in the office of the secretary of state February 3, 1906, and adopted by vote of the people, 47,678 for, and 16,735 against, June 4, 1906. It went into effect by proclamation of the governor issued June 25, 1906. Note 2-Section 1 as originally adopted was as follows: "The legislative authority of the state shall be vested in the legislative assembly, which shall consist of a senate and house of representatives. The style of every bill shall be 'Be it enacted by the legislative assembly of the state of Oregon,' and no law shall be enacted except by bill." FINANCE § 1. Assessment and Taxation. The legislative assembly shall provide by law for uniform and equal rate of assessment and taxation; and shall prescribe such regulations as shall secure a just valuation for taxation of all property, both real and personal, excepting such only for municipal, educational, literary, scientific, religious or charitable purposes, as may be specially exempted by law. [Sec. 1, Art. IX, Const.] CORPORATIONS AND INTERNAL IMPROVEMENTS § 1. Prohibition of State Banks Issuing Currency. The legislative assembly shall not have the power to establish or incorporate any bank or banking company, or moneyed institution whatever; nor shall any bank, company or institution exist in the state with the privilege of making, issuing or putting into circulation any bill, check, certificate, promisory note or other paper, or the paper of any bank, company or person to circulate as money. [Sec. 1, Art. XI, Const.] § 2. Corporation Formed Under General Law, Not Special-Municipal Charters Enacted Only by People. Corporations may be formed under general laws, but shall not be created by the legislative assembly by special laws. The legislative assembly shall not enact, amend or repeal any charter or act of incorporation for any municipality, city or town. The legal voters of every city and town are hereby granted power to enact and amend their municipal charter, subject to the constitution and criminal laws of the state of Oregon, and the exclusive power to license, regulate, control or to suppress or prohibit, the sale of intoxicating liquors therein is vested in such municipality; but such municipality shall within its limits be subject to the provisions of the local option laws of the state of Oregon. [Sec. 2, Art. XI, Const.] Note This measure was passed by an affirmative majority at the election of November 8, 1910, and became effective on proclamation of the governor December 3, 1910. §3. Liability of Stockholders. The stockholders of all corporations and joint stock companies shall be liable for the indebtedness of said corporation to the amount of their stock subscribed and unpaid, and no more, excepting that stockholders of corporations or joint stock companies conducting the business of banking shall be individually liable equally and ratably and not one for another, for the benefit of depositors of said bank, to the amount of their stock, at the par value thereof, in addition to the par value of such shares. [Sec. 3, Art. XI, Const.] Note This amendment was approved by a majority of the votes cast thereon at the general election held November 5, 1912, and the governor issued his proclamation thereon November 29, 1912. § 4. Compensation for Property Taken by Corporation. No person's property shall be taken by any corporation, under authority of law, without compensation being first made or secured in such manner as may be prescribed by law. [Sec. 4, Art. XI, Const.] § 5. Restriction Upon Municipal Corporations. Acts of legislative assembly incorporating towns and cities shall restrict their powers of taxation, borrowing money, contracting debts and loaning their credit. [Sec. 5, Art. XI, Const.] § 6. State Not to Be Stockholder in Company. The state shall not subscribe to or be interested in the stock of any company, association or corporation. [Sec. 6, Art. XI, Const.] § 7. Credit of State Not to Be Loaned-Limitation Upon Power of Contracting Debts. The legislative assembly shall not lend the credit of the state nor in any manner create any debts or liabilities which shall singly or in the aggregate with previous debts or liabilities exceed the sum of $50,000.00, except in case of war or to repel invasion or suppress insurrection or to build and maintain permanent roads; and the legislative assembly shall not lend the credit of the state nor in any manner create any debt or liabilities to build or maintain permanent roads which shall singly or in the aggregate with previous debts or liablities incurred for that purpose exceed 2 per cent of the assessed valuation of all the property in the state and every contract of indebtedness entered into or assumed by or on behalf of the state in violation of the provisions of this section shall be void and of no effect. [Sec. 7, Art. XI, Const.] Note This amendment was approved by a majority of the votes cast thereon at the general election held November 5, 1912, and the governor issued his proclamation thereon November 29, 1912. § 8. State Not to Assume County Debt Except in What Case. The state shall never assume the debts of any county, town or other corporation whatever, unless such debt shall have been created to repel invasion, suppress insurrection or defend the state in war. [Sec. 8, Art. XI, Const.] § 9. Prohibition Upon Municipal Corporations. No county, city, town or other municipal corporation, by vote of its citizens or otherwise, shall become a stockholder in any joint stock company, corporation or association whatever, or raise money for, or loan its credit to, or in aid of, any such company, corporation or association. [Sec. 9, Art. XI, Const.] § 10. Limitation Upon Powers of County to Contract Debts. No county shall create any debts or liabilities which shall singly or in the aggregate with previous debts or liabilities exceed the sum of $5,000.00, except to suppress insurrection or repel invasion, or to build and maintain permanent roads within the county; and debts for permanent roads shall be incurred only on approval of a majority of those voting on the |