Section 351.095

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2004   

  351.095.  Certificate of amendment, contents of. — 1.  To adopt an amendment of the articles of incorporation as provided in subsection 1 of section 351.090, a majority of the board of directors shall execute a certificate of amendment that shall be delivered to the secretary of state.  The certificate of amendment shall state:

  (1)  The name of the corporation and, if it has been changed, the name under which it was originally organized;

  (2)  The date of the adoption of the amendment by the directors;

  (3)  The amendment adopted;

  (4)  That on the date of adoption of the amendment by the directors the corporation had not received any payment for any of its shares.

  2.  After the adoption of an amendment of the articles of incorporation by the requisite vote of shareholders, a certificate of amendment shall be executed by an officer of the corporation, the original copy of the certificate shall be delivered to the secretary of state.  The certificate of amendment shall state:

  (1)  The name of the corporation and, if it has been changed, the name under which it was originally organized;

  (2)  The date of adoption of the amendment by the shareholders;

  (3)  The amendment adopted;

  (4)  The number of shares outstanding, the number of shares entitled to vote on the amendment and, if the shares of any class are entitled to vote thereon as a class, the number of outstanding shares of each class entitled to vote thereon;

  (5)  The number of shares voted for and against the amendment, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each class voted for and against the amendment, respectively;

  (6)  If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which it shall be effected;

  (7)  If the effective date of the amendment is to be a date other than the date of filing of the certificate of amendment with the secretary of state, then the effective date, which shall be no more than ninety days following the filing date, shall be specified.

­­--------

(L. 1943 p. 410 § 57, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664)