Non-Profit Corporations 

Missouri Laws > Title XXIII > Chapter 355 > § 355.576 - Restatement of articles of incorporation

355.576. 1. A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.

2. The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 355.561.

3. If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

4. If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with section 355.251. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

5. A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 355.561.

6. If the restatement includes an amendment requiring approval pursuant to section 355.606, the board must submit the restatement for such approval.

7. A restated articles of incorporation may omit:

(1) Such provisions of the original articles of incorporation which named the incorporator or incorporators, and the names and addresses of the initial board of directors; and

(2) Such provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination, or cancellation has become effective.

Any such omission shall not be deemed a further amendment.

8. A corporation restating its articles shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(1) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or

(2) If the restatement contains an amendment to the articles requiring approval by the members, the information required by section 355.571; and

(3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 355.606, a statement that such approval was obtained.

9. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

10. The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection 8 of this section.

(L. 1994 H.B. 1095, A.L. 2009 S.B. 224)

________________________________________________________________________

Questions & Answers: Non-Profit Corporations

Suzanne, Unless the association has been legally dissolved, it can continue operating, despite problems with its corporate formalities. To use an analogy, Citibank has to file a va...

501c7 (country club) wants to dissolve and sell to or form a for-profit corp. Would sell shares to interested parties. Would sell $500,000.00 in shares to raise enough money to mak...

Must a vote on an issue be held during a regular membership meeting? If the answer is yes, if a quorum is not met, may the vote still be taken and is it binding?...

Is the board of a 501c3 non-profit obligated to provide minutes to their meetings if requested by a stakeholder? In the event of an animal shelter, would a donor or volunteer be co...

If the president of a board says something to a child (member) in her vehicle on personal time. Then that child repeats it to another child (member) during company time is the boa...

In Indiana, can For-Profit domestic 'c' corp convert to Non-profit corp (mutual benefit corp? ) (Homeowner's Assoc.) to run condo/PUD. I am shareholder (1/33owner) of For-profit c...

Related Articles: Non-Profit Corporations

Tennessee Attorney General Issues Opinion on Electronic Records

Non-Profit Organization

Comments (0)