Section 355.020

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 355

Effective - 01 Jul 1995, see footnote   

  355.020.  Corporations subject to law — acceptance of law, procedure. — 1.  The provisions of this chapter relating to domestic corporations apply to:

  (1)  All corporations organized under this chapter including all domestic corporations in existence on July 1, 1995, that were previously incorporated under this chapter; and

  (2)  Any corporation organized under any laws of this state, including laws relating to profit corporations, which is in fact a not-for-profit corporation organized for a purpose or purposes for which a corporation might be organized under this chapter and which accepts the provisions of this chapter as herein provided.  Any such corporation may accept the provisions of this chapter by

  (a)  Adopting in the manner and upon the vote required by the law under which it is organized a resolution amending its articles of incorporation or articles of agreement so as

  a.  To eliminate from its articles of incorporation or articles of agreement any purpose, power or other provision thereof not authorized to be set forth in the articles of incorporation of corporations organized under this chapter;

  b.  To set forth in its articles of incorporation or articles of agreement any provision authorized under this chapter to be inserted in the articles of incorporation of corporations organized under this chapter which the corporation chooses to insert therein and the material and information required to be set forth under section 355.096 in the original articles of incorporation of corporations organized under this chapter except, however, the names and addresses of the persons constituting the board of directors.

  (b)  If the corporation is authorized to issue shares of stock, adopting, in the manner and upon the vote required by the law under which it is organized for the approval of an amendment altering adversely the preferences, privileges, characteristics, and special or relative rights of each class of shares then issued and outstanding, a resolution

  a.  Eliminating from its articles of incorporation all authorization for the issuance of shares of stock, and cancelling and extinguishing all issued and outstanding shares of its stock;

  b.  Providing that each of the shareholders of the corporation is a member of the corporation and if the corporation desires to have more than one class of members, establishing the class in which each class of shareholders is a member;

  c.  Providing for the surrender and cancellation of all certificates for shares of stock then issued and outstanding and if the corporation desires to issue certificates evidencing membership therein, for the issuance of appropriate certificates of membership in lieu thereof.

  (c)  Adopting a resolution, duly recommended by its board of directors and approved by the affirmative vote or consent in writing of a majority of its members having voting rights, if any, or if such corporation has shares of stock outstanding by the affirmative vote or consent in writing of the majority of each class of its outstanding shares required by the law under which it is organized for approval of an amendment to its articles of incorporation adversely altering the preferences, privileges, characteristics, and special or relative rights of such class of shares, accepting all of the provisions of this chapter and providing that such corporation shall for all purposes be thenceforth deemed to be a corporation organized under this chapter.

  (d)  Filing with the secretary of state duplicate articles of acceptance of this chapter, signed by its president or vice president and its secretary or assistant secretary, which articles of acceptance, in the case of a corporation organized under the provisions of chapter 352, shall have been approved by the circuit court having jurisdiction to approve amendments to the articles of agreement of such corporation.  The articles of acceptance shall set forth:

  a.  The name of the corporation;

  b.  The resolutions adopted pursuant to the foregoing provisions of this section;

  c.  Where there are members or shareholders having voting rights, the date of the meeting of members or shareholders, if any, at which the resolutions were adopted, the total number of members or shares entitled to vote with respect thereto, and the number voting for or consenting to the resolution, and the vote by classes if the corporation has outstanding more than one class of memberships or shares entitled to vote by classes thereon.

  2.  If the secretary of state finds that the resolutions provided in this section have been duly adopted, that the corporation's articles of incorporation have been duly amended, where necessary, to conform with the requirements of this chapter, and that the articles of acceptance conform to law, he shall file one duplicate original of the articles of acceptance in his office, and shall issue his certificate of acceptance to which he shall affix the other duplicate original of the articles of acceptance.  The certificate of acceptance, with the duplicate original of the articles of acceptance, shall be returned to the corporation or its representative.  Upon the issuance of the certificate of acceptance by the secretary of state

  (1)  The articles of incorporation or articles of agreement of the corporation are deemed to be amended as provided in the resolutions set forth in the articles of acceptance;

  (2)  If the corporation has been theretofore authorized to issue shares of stock, all authority for the issuance of shares of stock and all shares of stock then issued and outstanding is eliminated, cancelled and extinguished, the shareholders of the corporation are members of the corporation of the class provided in the resolutions set forth in the articles of acceptance, and all rights, interests, and obligations of the shareholders are changed and converted into the rights, interests and obligations of members of a corporation organized under this chapter; and

  (3)  The corporation is a corporation organized under this chapter and is entitled to all the rights, privileges and benefits and is subject to all the obligations, duties and liabilities provided in this chapter.

  3.  The provisions of this chapter relating to foreign corporations apply to all foreign not-for-profit corporations conducting affairs in this state for a purpose or purposes for which a corporation might be organized under this chapter.

­­--------

(L. 1953 p. 322 § 3, A.L. 1973 H.B. 53, A.L. 1994 H.B. 1095)

Effective 7-01-95