378.610. Organization of, how--articles of incorporation, contents--filing--membership requirements. - Missouri Statutes

Organization of, how--articles of incorporation,contents--filing--membership requirements.

378.610. 1. A domestic society organized on or afterJanuary 1, 1993, shall be formed when seven or more citizens ofthe United States, a majority of whom are citizens of this state,who desire to form a fraternal benefit society, may make, signand acknowledge before some officer competent to administeroaths, articles of incorporation, in which shall be stated:

(1) The proposed corporate name of the society, which shallnot so closely resemble the name of any society or insurancecompany as to be misleading or confusing;

(2) The purposes for which it is being formed and the modein which its corporate powers are to be exercised. Such purposesshall not include more liberal powers than are granted by thischapter;

(3) The names and residences of the incorporators and thenames, residences and official titles of all the officers,trustees, directors, or other persons who are to have andexercise the general control of the management of the affairs andfunds of the society for the first year or until the ensuingelection at which all such officers shall be elected by thesupreme governing body, which election shall be held not laterthan one year from the date of issuance of the permanentcertificate of authority.

2. Such articles of incorporation, duly certified copies ofthe society's bylaws and rules, copies of all proposed forms ofcertificates, applications therefor, and circulars to be issuedby the society and a bond conditioned upon the return toapplicants of the advanced payments if the organization is notcompleted within one year shall be filed with the director, whomay require such further information as the director deemsnecessary. The bond with sureties approved by the director shallbe in such amount, not less than three hundred thousand dollars,nor more than one million five hundred thousand dollars, as maybe required by the director. All documents filed are to be inthe English language. If the purposes of the society conform tothe requirements of this chapter and all provisions of the lawhave been complied with, the director shall so certify, retainand file the articles of incorporation and shall furnish theincorporators a preliminary certificate of authority authorizingthe society to solicit members as hereinafter provided.

3. No preliminary certificate of authority granted underthe provisions of this section shall be valid after one year fromits date or after such further period, not exceeding one year, asmay be authorized by the director upon good cause shown, unlessthe five hundred applicants hereinafter required have beensecured and the organization has been completed as hereinprovided. The charter and all other proceedings thereunder shallbecome null and void in one year from the date of the preliminarycertificate of authority, or at the expiration of the extendedperiod, unless the society shall have completed its organizationand received a certificate of authority to do business ashereinafter provided.

4. Upon receipt of a preliminary certificate of authorityfrom the director, the society may solicit members for thepurpose of completing its organization, shall collect from eachapplicant the amount of not less than one regular monthly premiumin accordance with its table of rates, and shall issue to eachsuch applicant a receipt for the amount so collected. No societyshall incur any liability other than for the return of suchadvance premium, nor issue any certificate, nor pay, allow, oroffer or promise to pay or allow, any benefit to any personuntil:

(1) Actual bona fide applications for benefits have beensecured from not less than five hundred applicants, and anynecessary evidence of insurability has been furnished to andapproved by the society;

(2) At least ten subordinate lodges have been establishedinto which the five hundred applicants have been admitted;

(3) There has been submitted to the director, under oath ofthe president or secretary, or corresponding officer of thesociety, a list of such applicants, giving their names,addresses, date each was admitted, name and number of thesubordinate lodge of which each applicant is a member, amount ofbenefits to be granted and premiums therefor; and

(4) It shall have been shown to the director, by swornstatement of the treasurer, or corresponding officer of suchsociety, that at least five hundred applicants have each paid incash at least one regular monthly premium as herein provided,which premiums in the aggregate shall amount to at least onehundred fifty thousand dollars. Said advance premiums shall beheld in trust during the period of organization and if thesociety has not qualified for a certificate of authority withinone year, as herein provided, such premiums shall be returned tosaid applicants.

5. The director may make such examination and require suchfurther information as the director deems advisable. Uponpresentation of satisfactory evidence that the society hascomplied with all the provisions of law, the director shall issueto the society a certificate of authority to that effect and thatthe society is authorized to transact business pursuant to theprovisions of this chapter. The certificate of authority shallbe prima facie evidence of the existence of the society at thedate of such certificate. The director shall cause a record ofsuch certificate of authority to be made. A certified copy ofsuch record may be given in evidence with like effect as theoriginal certificate of authority.

6. Any incorporated society authorized to transact businessin this state at the time this act becomes effective shall not berequired to reincorporate.

(L. 1992 S.B. 831)

Effective 1-1-93