392.330. Account for disposition of proceeds--issue void, when, exception--penalties--state not liable.

MISSOURI STATUTES AND CODES

392.330. Account for disposition of proceeds--issue void, when, exception--penalties--state not liable.

Account for disposition of proceeds--issue void, when,exception--penalties--state not liable.

392.330. 1. The commission shall have the power to require everytelecommunications company to account for the disposition of the proceedsof all sales of stocks, bonds, notes and other evidence of indebtedness, insuch form and detail as it may deem advisable, and to establish such rulesand regulations as it may deem reasonable and necessary to ensure thedisposition of such proceeds for the purpose or purposes specified in itsorder. No rule or portion of a rule promulgated under the authority ofthis chapter shall become effective unless it has been promulgated pursuantto the provisions of section 536.024, RSMo.

2. All stock and every bond, note or other evidence of indebtednessof a telecommunications company issued without an order of the commissionauthorizing the same then in effect shall be void, and likewise all stockand every bond, note or other evidence of indebtedness of atelecommunications company issued with the authorization of the commission,but not conforming in its provisions to the provisions, if any, which it isrequired by the order of authorization of the commission to contain, shallbe void; but no failure in any other respect to comply with the terms orconditions of the order of authorization of the commission shall rendervoid any stock or any bond, note or other evidence of indebtedness, exceptas to a corporation or person taking the same otherwise than in good faithand for value and without actual notice.

3. Every telecommunications company which, directly or indirectly,issues or causes to be issued any stock, or bond, note or other evidence ofindebtedness, in nonconformity with the order of the commission authorizingthe same, or contrary to the provisions of this chapter, or of theconstitution of this state, or which applies the proceeds from the salethereof, or any part thereof, to any purpose other than the purpose orpurposes specified in the commission's order in excess of the amount insuch order authorized for the purpose, is subject to a penalty of not lessthan five hundred dollars nor more than twenty thousand dollars for eachoffense.

4. Every officer, agent or employee of a telecommunications companyand every other person who knowingly authorizes, directs, aids in, issuesor executes, or causes to be issued or executed, any stock, bond, note orother evidence of indebtedness, in nonconformity with the order of thecommission authorizing the same, or contrary to the provisions of sections392.190 to 392.360, or to the constitution of this state, or who, in anyproceeding before the commission, knowingly makes any false statement orrepresentation or with knowledge of its falsity files or causes to be filedwith the commission any false statement or representation, which saidstatement or representation so made, filed or caused to be filed, may tendin any way to influence the commission to make an order authorizing theissue of any stock, or any bond, note or other evidence of indebtedness, orwhich results in the procuring from the commission the making of any suchorder, or who, with knowledge that any false statement or representationwas made to the commission, in any proceeding, tending in any way toinfluence the commission to make such order, issues or executes ornegotiates, or causes to be issued or executed or negotiated any suchstock, or bond, note or other evidence of indebtedness, or who, directly orindirectly, knowingly applies, or causes or assists to be applied, theproceeds, or any part thereof, from the sale of any stock, bond, note orother evidence of indebtedness, to any purpose not specified in thecommission's order, or to any purpose specified in the commission's orderin excess of the amount authorized for such purpose, or who, with knowledgethat any stock, or bond, note or other evidence of indebtedness has beenissued or executed in violation of any of the provisions of this chapter,negotiates, or causes to be negotiated, any stock, bond, note or otherevidence of indebtedness, shall be deemed guilty of a felony, and uponconviction shall be punished by a fine of not less than one thousanddollars nor more than five thousand dollars, or by imprisonment for notless than two years nor more than five years, or by both such fine andimprisonment.

5. No provision of this chapter, and no deed or act done or performedunder or in connection therewith, shall be held or construed to obligatethe state of Missouri, to pay or guarantee, in any manner whatsoever, anystock, or bond, note or other evidence of indebtedness, authorized, issuedor executed under the provisions of sections 392.190 to 392.360.

6. All stocks, and every bond, note or other evidence of indebtednessissued by any public utility after this chapter takes effect, upon theauthority of any articles of incorporation or amendments thereto or vote ofthe stockholders or directors filed, taken or had, or other proceedingstaken or had, previous to the taking effect of this law, shall be void,unless an order of the commission authorizing the issue of such stocks,bonds, notes or other evidences of indebtedness shall have been obtainedfrom the commission prior to such issue. The commission may by its orderimpose such condition or conditions as it may deem reasonable andnecessary.

7. Notwithstanding the other provisions of this section, thecommission can approve all issues of stock, bonds, notes or other evidenceof indebtedness of a telecommunications company which were issued withoutprior approval when it can be shown that the stocks, bonds, notes or otherevidence of indebtedness were issued for purposes authorized by section392.310, and were issued in good faith without knowledge of the requirementof obtaining prior approval.