393.909. May amend articles of incorporation, how. - Missouri Statutes

May amend articles of incorporation, how.

393.909. A company may amend its articles of incorporation bycomplying with the following requirements:

(1) The proposed amendment shall be first approved by the board ofdirectors and shall then be submitted to a vote of the members at anyannual or special meeting of such members, the notice of which shall setforth the proposed amendment. The proposed amendment, with such changes asthe members shall choose to make to such amendment, shall be approved onthe affirmative vote of not less than two-thirds of those members voting onsuch amendment at such meeting; and

(2) (a) Upon such approval by the members, articles of amendmentshall be executed and acknowledged in duplicate on behalf of the company byits president or vice president and its corporate seal shall be affixedthereto and attested by its secretary. The articles of amendment shallrecite in the caption that they are executed pursuant to sections 393.900to 393.951 and shall state:

a. The name of the company;

b. The address of its principal office;

c. The date of the filing of its articles of incorporation in theoffice of the secretary of state; and

d. The amendment to its articles of incorporation.

(b) The president or vice president executing such articles ofamendment shall also make and annex to each copy of such articles anaffidavit stating that the provisions of sections 393.900 to 393.951 wereduly complied with.

(c) Such articles of amendment and affidavit shall be submitted tothe secretary of state for filing.

(L. 1999 H.B. 450 § 4 merged with S.B. 160 & 82 § 4)