351.106. Restatement of articles of incorporation.
Restatement of articles of incorporation.
351.106. A domestic corporation may at any time restate its articlesof incorporation as theretofore amended, in the following manner:
(1) The board of directors of the corporation may at any time adopt aresolution setting forth restated articles of incorporation correctlysetting forth without change the corresponding provisions of the articlesof incorporation as theretofore amended and, upon the approval of amajority of the directors, adopting the same on behalf of the corporation;
(2) Proposed restated articles of incorporation need not be adoptedby the directors and may be submitted directly to any annual or specialmeeting of the shareholders. Written or printed notice stating that thepurpose, or one of the purposes, of the meeting is to consider therestatement of the articles of incorporation shall be given to eachshareholder of record entitled to vote at the meeting within the time andin the manner and upon the conditions provided in this chapter for thegiving of notice of meetings of shareholders. The proposed restatedarticles of incorporation need not be included in the notice of themeeting;
(3) If the restatement of the articles is proposed to be adopted bythe shareholders, such restated articles shall be adopted upon receivingthe affirmative vote of a majority of the outstanding shares entitled tovote, but dissenting shareholders shall not have the rights provided for inthis chapter;
(4) Upon such approval, restated articles of incorporation shall beexecuted by an officer of the corporation, and shall contain a statementthat the restated articles of incorporation correctly set forth withoutchange the corresponding provisions of the articles of incorporation astheretofore amended, and that the restated articles of incorporationsupersede the original articles of incorporation and all amendmentsthereto;
(5) The original copy of the restated articles of incorporation shallbe delivered to the secretary of state. If the secretary of state findsthat the restated articles of incorporation conform to this chapter he orshe shall, when the required taxes or fees have been paid, file the same,and the original shall be retained by the secretary of state as a permanentrecord;
(6) The secretary of state shall then issue a restated certificate ofincorporation under the seal of the state that the articles ofincorporation of the corporation as amended have been duly restated; thecertificate shall set forth the name of the corporation. The secretary ofstate shall attach the certificate to the other copy of the restatedarticles of incorporation so filed with him and shall deliver them to thecorporation or its representative;
(7) Upon the issuance of the restated certificate of incorporation bythe secretary of state, the restated articles of incorporation shall becomeeffective and shall supersede the original articles of incorporation andall amendments;
(8) A restated articles of incorporation may omit:
(a) Such provisions of the original articles of incorporation whichnamed the incorporator or incorporators, and the names and addresses of theinitial board of directors; and
(b) Such provisions contained in any amendment to the articles ofincorporation as were necessary to effect a change, exchange,reclassification, subdivision, combination or cancellation of stock, ifsuch change, exchange, reclassification, subdivision, combination, orcancellation has become effective.
Any such omission shall not be deemed a further amendment.
(L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664, A.L. 2009 S.B. 224)