355.020. Corporations subject to law--acceptance of law, procedure.

MISSOURI STATUTES AND CODES

355.020. Corporations subject to law--acceptance of law, procedure.

Corporations subject to law--acceptance of law, procedure.

355.020. 1. The provisions of this chapter relating to domesticcorporations apply to:

(1) All corporations organized under this chapter including all domesticcorporations in existence on July 1, 1995, that were previously incorporatedunder this chapter; and

(2) Any corporation organized under any laws of this state, includinglaws relating to profit corporations, which is in fact anot-for-profit corporation organized for a purpose or purposes for which acorporation might be organized under this chapter and which accepts theprovisions of this chapter as herein provided. Any such corporation mayaccept the provisions of this chapter by

(a) Adopting in the manner and upon the vote required by the law underwhich it is organized a resolution amending its articles of incorporation orarticles of agreement so as

a. To eliminate from its articles of incorporation or articles ofagreement any purpose, power or other provision thereof not authorized to beset forth in the articles of incorporation of corporations organized underthis chapter;

b. To set forth in its articles of incorporation or articles ofagreement any provision authorized under this chapter to be inserted in thearticles of incorporation of corporations organized under this chapter whichthe corporation chooses to insert therein and the material and informationrequired to be set forth under section 355.096 in the original articles ofincorporation of corporations organized under this chapter except, however,the names and addresses of the persons constituting the board of directors.

(b) If the corporation is authorized to issue shares of stock, adopting,in the manner and upon the vote required by the law under which it isorganized for the approval of an amendment altering adversely the preferences,privileges, characteristics, and special or relative rights of each class ofshares then issued and outstanding, a resolution

a. Eliminating from its articles of incorporation all authorization forthe issuance of shares of stock, and canceling and extinguishing all issuedand outstanding shares of its stock;

b. Providing that each of the shareholders of the corporation is amember of the corporation and if the corporation desires to have more than oneclass of members, establishing the class in which each class of shareholdersis a member;

c. Providing for the surrender and cancellation of all certificates forshares of stock then issued and outstanding and if the corporation desires toissue certificates evidencing membership therein, for the issuance ofappropriate certificates of membership in lieu thereof.

(c) Adopting a resolution, duly recommended by its board of directorsand approved by the affirmative vote or consent in writing of a majority ofits members having voting rights, if any, or if such corporation has shares ofstock outstanding by the affirmative vote or consent in writing of themajority of each class of its outstanding shares required by the law underwhich it is organized for approval of an amendment to its articles ofincorporation adversely altering the preferences, privileges, characteristics,and special or relative rights of such class of shares, accepting all of theprovisions of this chapter and providing that such corporation shall for allpurposes be thenceforth deemed to be a corporation organized under thischapter.

(d) Filing with the secretary of state duplicate articles of acceptanceof this chapter, signed by its president or vice president and its secretaryor assistant secretary, which articles of acceptance, in the case of acorporation organized under the provisions of chapter 352, RSMo, shall havebeen approved by the circuit court having jurisdiction to approve amendmentsto the articles of agreement of such corporation. The articles of acceptanceshall set forth:

a. The name of the corporation;

b. The resolutions adopted pursuant to the foregoing provisions of thissection;

c. Where there are members or shareholders having voting rights, thedate of the meeting of members or shareholders, if any, at which theresolutions were adopted, the total number of members or shares entitled tovote with respect thereto, and the number voting for or consenting to theresolution, and the vote by classes if the corporation has outstanding morethan one class of memberships or shares entitled to vote by classes thereon.

2. If the secretary of state finds that the resolutions provided in thissection have been duly adopted, that the corporation's articles ofincorporation have been duly amended, where necessary, to conform with therequirements of this chapter, and that the articles of acceptance conform tolaw, he shall file one duplicate original of the articles of acceptance in hisoffice, and shall issue his certificate of acceptance to which he shall affixthe other duplicate original of the articles of acceptance. The certificateof acceptance, with the duplicate original of the articles of acceptance,shall be returned to the corporation or its representative. Upon the issuanceof the certificate of acceptance by the secretary of state

(1) The articles of incorporation or articles of agreement of thecorporation are deemed to be amended as provided in the resolutions set forthin the articles of acceptance;

(2) If the corporation has been theretofore authorized to issue sharesof stock, all authority for the issuance of shares of stock and all shares ofstock then issued and outstanding is eliminated, canceled and extinguished,the shareholders of the corporation are members of the corporation of theclass provided in the resolutions set forth in the articles of acceptance, andall rights, interests, and obligations of the shareholders are changed andconverted into the rights, interests and obligations of members of acorporation organized under this chapter; and

(3) The corporation is a corporation organized under this chapter and isentitled to all the rights, privileges and benefits and is subject to all theobligations, duties and liabilities provided in this chapter.

3. The provisions of this chapter relating to foreign corporations applyto all foreign not-for-profit corporations conducting affairs in this statefor a purpose or purposes for which a corporation might be organized underthis chapter.