Missouri Laws 355.576 – Restatement of articles of incorporation
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.
Terms Used In Missouri Laws 355.576
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- articles: amended and restated articles of incorporation and articles of merger. See Missouri Laws 355.066
- board of directors: the board of directors except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to section 355. See Missouri Laws 355.066
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: public benefit and mutual benefit corporations. See Missouri Laws 355.066
- Deliver: includes mail. See Missouri Laws 355.066
- Directors: individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Missouri Laws 355.066
- Membership: the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this chapter. See Missouri Laws 355.066
- Person: includes any individual or entity. See Missouri Laws 355.066
- Secretary: the corporate officer to whom the board of directors has delegated responsibility pursuant to subsection 2 of section 355. See Missouri Laws 355.066
- State: when referring to a part of the United States, includes a state or commonwealth, and its agencies and governmental subdivisions, and any territory or insular possession, and its agencies and governmental subdivisions, of the United States. See Missouri Laws 355.066
- Vote: includes authorization by written ballot and written consent. See Missouri Laws 355.066
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.
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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.