355.576. Restatement of articles of incorporation. - Missouri Statutes

Restatement of articles of incorporation.

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

2. The restatement may include one or more amendments to thearticles. If the restatement includes an amendment requiring approval bythe members or any other person, it must be adopted as provided in section355.561.

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

4. If the board seeks to have the restatement approved by the membersat a membership meeting, the corporation shall notify each of its membersof the proposed membership meeting in writing in accordance with section355.251. The notice must also state that the purpose, or one of thepurposes, of the meeting is to consider the proposed restatement andcontain or be accompanied by a copy or summary of the restatement thatidentifies any amendments or other change it would make in the articles.

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

6. If the restatement includes an amendment requiring approvalpursuant to section 355.606, the board must submit the restatement for suchapproval.

7. A restated articles of incorporation may omit:

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

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

Any such omission shall not be deemed a further amendment.

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

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

(2) If the restatement contains an amendment to the articlesrequiring approval by the members, the information required by section355.571; and

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

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

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

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