Missouri Revised Statutes













Chapter 355

Nonprofit Corporation Law

←355.571

Section 355.576.1

355.581→

August 28, 2015

Restatement of articles of incorporation.

355.576. 1. A corporation's board of directors may restate its articles

of incorporation at any time with or without approval by members or any other

person.



2. The restatement may include one or more amendments to the articles.

If the restatement includes an amendment requiring approval by the members or

any other person, it must be adopted as provided in section 355.561.



3. If the restatement includes an amendment requiring approval by

members, the board must submit the restatement to the members for their

approval.



4. If the board seeks to have the restatement approved by the members at

a membership meeting, the corporation shall notify each of its members of the

proposed membership meeting in writing in accordance with section 355.251.

The notice must also state that the purpose, or one of the purposes, of the

meeting is to consider the proposed restatement and contain or be accompanied

by a copy or summary of the restatement that identifies any amendments or

other change it would make in the articles.



5. A restatement requiring approval by the members must be approved by

the same vote as an amendment to articles under section 355.561.



6. If the restatement includes an amendment requiring approval pursuant

to section 355.606, the board must submit the restatement for such approval.



7. A restated articles of incorporation may omit:



(1) Such provisions of the original articles of incorporation which

named the incorporator or incorporators, and the names and addresses of the

initial board of directors; and



(2) Such provisions contained in any amendment to the articles of

incorporation as were necessary to effect a change, exchange,

reclassification, subdivision, combination or cancellation of stock, if such

change, exchange, reclassification, subdivision, combination, or cancellation

has become effective.

Any such omission shall not be deemed a further amendment.



8. A corporation restating its articles shall deliver to the secretary of

state articles of restatement setting forth the name of the corporation and

the text of the restated articles of incorporation together with a certificate

setting forth:



(1) Whether the restatement contains an amendment to the articles

requiring approval by the members or any other person other than the board of

directors and, if it does not, that the board of directors adopted the

restatement; or



(2) If the restatement contains an amendment to the articles requiring

approval by the members, the information required by section 355.571; and



(3) If the restatement contains an amendment to the articles requiring

approval by a person whose approval is required pursuant to section 355.606,

a statement that such approval was obtained.



9. Duly adopted restated articles of incorporation supersede the original

articles of incorporation and all amendments to them.



10. The secretary of state may certify restated articles of

incorporation, as the articles of incorporation currently in effect, without

including the certificate information required by subsection 8 of this

section.



(L. 1994 H.B. 1095, A.L. 2009 S.B. 224)





1995



1995



355.576. 1. A corporation's board of directors may restate

its articles of incorporation at any time with or without

approval by members or any other person.



2. The restatement may include one or more amendments to

the articles. If the restatement includes an amendment requiring

approval by the members or any other person, it must be adopted

as provided in section 355.561.



3. If the restatement includes an amendment requiring

approval by members, the board must submit the restatement to the

members for their approval.



4. If the board seeks to have the restatement approved by

the members at a membership meeting, the corporation shall notify

each of its members of the proposed membership meeting in writing

in accordance with section 355.251. The notice must also state

that the purpose, or one of the purposes, of the meeting is to

consider the proposed restatement and contain or be accompanied

by a copy or summary of the restatement that identifies any

amendments or other change it would make in the articles.



5. A restatement requiring approval by the members must be

approved by the same vote as an amendment to articles under

section 355.561.



6. If the restatement includes an amendment requiring

approval pursuant to section 355.606, the board must submit the

restatement for such approval.



7. A corporation restating its articles shall deliver to

the secretary of state articles of restatement setting forth the

name of the corporation and the text of the restated articles of

incorporation together with a certificate setting forth:



(1) Whether the restatement contains an amendment to the

articles requiring approval by the members or any other person

other than the board of directors and, if it does not, that the

board of directors adopted the restatement; or



(2) If the restatement contains an amendment to the articles

requiring approval by the members, the information required by

section 355.571; and



(3) If the restatement contains an amendment to the articles

requiring approval by a person whose approval is required

pursuant to section 355.606, a statement that such approval was

obtained.



8. Duly adopted restated articles of incorporation

supersede the original articles of incorporation and all

amendments to them.



9. The secretary of state may certify restated articles of

incorporation, as the articles of incorporation currently in

effect, without including the certificate information required by

subsection 7 of this section.



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