394.090. Articles may be amended, how. - Missouri Statutes

Articles may be amended, how.

394.090. 1. A cooperative may amend its articles ofincorporation by complying with the following requirements:

(1) The proposed amendment shall be first approved by theboard of directors and shall then be submitted to a vote of themembers at any annual or special meeting thereof, the notice ofwhich shall set forth the proposed amendment. The proposedamendment, with such changes as the members shall choose to maketherein, shall be deemed to be approved on the affirmative voteof not less than two-thirds of those members voting thereon atsuch meeting; and

(2) (a) Upon such approval by the members, articles ofamendment shall be executed and acknowledged in duplicate onbehalf of the cooperative by its president or vice president andits corporate seal shall be affixed thereto and attested by itssecretary. The articles of amendment shall recite in the captionthat they are executed pursuant to this chapter and shall state:

a. The name of the cooperative;

b. The address of its principal office;

c. The date of the filing of its articles of incorporationin the office of the secretary of state; and

d. The amendment to its articles of incorporation.

(b) The president or vice president executing such articlesof amendment shall also make and annex to each copy thereof anaffidavit stating that the provisions of this section were dulycomplied with.

(c) Such articles of amendment and affidavit shall besubmitted to the secretary of state for filing as provided inthis chapter.

2. A cooperative may upon authorization of a majority of themembers at any regular or special meeting change the location ofits principal office by filing a certificate of change ofprincipal office, executed and acknowledged in duplicate by itspresident or vice president under its seal attested by itssecretary, in the office of the secretary of state and also byfiling such certificate of change in each county office in whichits articles of incorporation or any prior certificate of changeof principal office of such cooperative has been filed. Suchcooperative shall also, within thirty days after the filing ofsuch certificate of change of principal office in any countyoffice, file therein certified copies of its articles ofincorporation and all amendments thereto, if the same are notalready on file therein.

(RSMo 1939 § 5398)