Missouri § 375.201 - Charter, amendment of, procedure for.

§ 375.201. Charter, amendment of, procedure for.

1.  Any insurance company organized or incorporated under the laws of this state may amend its charter, articles of incorporation or association, or declaration of organization from time to time in any and as many respects as may be desired; provided, that its articles as amended contain only such provisions as might be lawfully contained in the original articles if made at the time of making the amendment.

2.  (1)  In particular and without limitation upon the general power of amendment, an insurance company may amend its articles from time to time so as:

(a)  To change its name;

(b)  To change the place where the principal office for the transaction of its business is located;

(c)  To change its period of duration;

(d)  To change, enlarge or diminish its purposes;

(e)  To increase or decrease the number of its directors or trustees;

(f)  To increase or decrease the aggregate number of shares or shares of any class which the corporation has authority to issue;

(g)  To increase or decrease the par value of the authorized shares of any class, whether issued or unissued; provided, that if the par value of issued shares is increased there shall be transferred to stated capital at the time of such increase an amount of surplus equal to the aggregate amount by which the par value is increased;

(h)  To exchange, classify, reclassify or cancel all or any part of its shares whether issued or unissued;

(i)  To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, qualifications, limitations, restrictions and special or relative rights including convertible rights in respect of all or any part of its shares whether issued or unissued;

(j)  To create a new class or classes of stock and to define the preferences, qualifications, limitation, restrictions, and the special or relative rights of the shares of such new class or classes; provided that the authorized number of shares of any class or classes without voting rights shall not exceed a ratio of two shares of such class or classes without voting rights to one share of the voting stock of the company outstanding at the time the amendment is voted upon by the stockholders;

(k)  To establish, limit or deny shareholders the preemptive right to acquire additional shares of capital stock, whether then or thereafter authorized.

(2)  In no event, however, may the par value per share of the authorized shares of any class of stock be less than one dollar.

3.  Amendment of articles shall be made in the following manner:

(1)  The board of directors or other governing body may adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the shareholders, members, or other group of persons entitled to vote thereon, which may be either an annual or special meeting; except that the proposed amendment need not be adopted by the board of directors and may be directly submitted to any annual or special meeting of the shareholders, members or other group of persons entitled to vote thereon.

(2)  Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder, member or other person entitled to vote thereon of record.  In the case of a mutual insurance company, notice, including the time and place at which such meeting will be held, may, in lieu of such written or printed notice, be given by publication made by the company in two daily newspapers, one of which shall be published in the City of St. Louis or the city of Kansas City, for at least once a week for two weeks before the time appointed for the meeting.

(3)  At the meeting a vote of those entitled to vote shall be taken on the proposed amendment.  The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of all of those entitled to vote at the meeting either in person or by proxy or may be adopted upon a specified vote if contained in the articles or other provision of law which shall not be less than a majority; except that in the case of a mutual insurance company, the proposed amendment shall be adopted upon the affirmative vote of a majority of the members voting at the meeting in person or by proxy.

­­--------

(L. 1967 p. 516)

---- end of effective  28 Aug 1967 ----

use this link to bookmark section  375.201