355.556. Amendment of articles without member approval. - Missouri Statutes

Amendment of articles without member approval.

355.556. 1. Unless the articles provide otherwise, acorporation's board of directors may adopt one or more amendmentsto the corporation's articles without member approval:

(1) To extend the duration of the corporation if it wasincorporated at a time when limited duration was required by law;

(2) To delete the names and addresses of the initialdirectors;

(3) To delete the name and address of the initial registeredagent or registered office, if a statement of change is on filewith the secretary of state;

(4) To change the corporate name by substituting the word"corporation", "incorporated", "company", "limited", or theabbreviation "corp.", "inc.", "co.", or "ltd.", for a similarword or abbreviation in the name, or by adding, deleting orchanging a geographical attribution to the name; or

(5) To make any other change expressly permitted by thischapter to be made by director action.

2. If a corporation has no members, its incorporators,until directors have been chosen, and thereafter its board ofdirectors may adopt one or more amendments to the corporation'sarticles subject to any approval required pursuant to section355.606. The corporation shall provide notice of any meeting atwhich an amendment is to be voted upon. The notice shall be inaccordance with subsection 3 of section 355.386. The notice mustalso state that the purpose, or one of the purposes, of themeeting is to consider a proposed amendment to the articles andcontain or be accompanied by a copy or summary of the amendmentor state the general nature of the amendment. The amendment mustbe approved by a majority of the directors in office at the timethe amendment is adopted.

(L. 1994 H.B. 1095)

Effective 7-1-95