388.220. Amendment of articles of incorporation--method.
Amendment of articles of incorporation--method.
388.220. 1. A railroad corporation may amend its articlesof incorporation from time to time in any and as many respects asmay be desired; provided, that its articles of incorporation asamended contain only such provisions as might be lawfullycontained in original articles of incorporation if made at thetime of making such amendment, and, if a change in shares or anexchange or reclassification of shares is to be made, suchprovisions as may be necessary to effect such change, exchange orreclassification as may be desired and as is permitted by thissection. In particular, and without limitation upon such generalpower of amendment, a railroad corporation may amend its articlesof incorporation from time to time so as:
(1) To change its corporate name;
(2) To change its period of duration;
(3) To change, enlarge or diminish its corporate purposes;
(4) To increase or decrease the number of its directors tonot more than twenty-one, nor less than three;
(5) To increase or decrease the aggregate number of sharesof any class which the corporation has authority to issue;
(6) To increase or decrease the par value of the authorizedshares of any class having a par value, whether issued orunissued; provided, that if the par value of issued shares isincreased there shall be transferred to stated capital at thetime of such increase an amount of surplus equal to the aggregateamount by which the par value is increased;
(7) To exchange, classify, reclassify or cancel all or anypart of its shares, whether issued or unissued. The creation,alteration or abolition, in whole or in part, of designation,preferences, privileges or voting powers of any shares previouslyauthorized, or the restrictions or qualifications thereof(including the creation, alteration or abolition of anyprovisions or rights in respect of the redemption of any shares;or any cumulative or noncumulative dividends, whether or notaccrued, which shall not have been declared; or any accumulatedbut unexpended installment of any sinking fund whether or not setaside for the redemption or purchase of any shares; or anypreemption right to subscribe for shares or other securities ofthe corporation whether existing at law or contained in thearticles of incorporation or other certificate filed pursuant tolaw), shall be deemed to be a classification or reclassificationof such shares for the purpose of this section;
(8) To change the designation of all or any part of itsshares, whether issued or unissued, and to change thepreferences, qualifications, limitations, restrictions andspecial or relative rights including convertible rights inrespect of all or any part of its shares, whether issued orunissued;
(9) To change shares having a par value, whether issued orunissued, into the same or a different number of shares withoutpar value, and to change shares without par value, whether issuedor unissued, into the same or different number of shares having apar value;
(10) To create a new class or classes of stock and to definethe preferences, qualifications, limitations, restrictions, andthe special or relative rights of the shares of such new class orclasses.
2. Amendments to the articles of incorporation shall be madein the following manner:
(1) The board of directors shall adopt a resolution settingforth the proposed amendment and directing that it be submittedto a vote at a meeting of shareholders, which may be either anannual or a special meeting;
(2) Written or printed notice setting forth the proposedamendment or a summary of the changes to be effected therebyshall be given to each shareholder of record entitled to vote atsuch meeting within the time and in the manner and upon theconditions provided in section 351.230, RSMo, for the giving ofnotice of meetings of shareholders;
(3) At such meeting a vote of the shareholders entitled tovote thereat shall be taken on the proposed amendment. Theproposed amendment shall be adopted upon receiving theaffirmative vote of a majority of the outstanding shares entitledto vote, provided, however,
(a) That if any amendment provides for an increase ofshares, then such amendment shall be adopted only upon receivingthe affirmative vote of persons holding a larger amount in valueof the outstanding shares;
(b) That if any amendment provides for the creation orincrease of preferential shares, then such amendment shall beadopted only upon receiving the affirmative vote of a majority ofall outstanding shares, including shares not entitled to vote bythe articles of incorporation; and
(c) That if any amendment would alter or change thepreferences, priorities, special rights or powers given to anyone or more classes of shares by the articles of incorporation soas to affect such class or classes adversely, or if any amendmentclassifies or reclassifies outstanding shares of any class, orauthorizes shares having preferences which are in any respectsuperior to the preferences of the outstanding shares of anyclass having preferences, or provides that shares of any classmay be converted into shares of any other class or into shares ofany other series of the same class, or alters the term orconditions of shares of any class which are either convertible orissuable upon conversion, then the shareholders of each suchclass of shares so affected by any such amendment shall votethereon, whether by the terms of the articles of incorporationsuch class be entitled to vote or not, and the following vote ofeach such class of shares so affected by the amendment shall benecessary to the adoption thereof, in addition to the affirmativevote of other shares as in this subdivision (3) required, namely:
a. In the case of corporations, the articles ofincorporation of which do provide for any such change oralteration on a specified vote, the vote of each such class asspecified in the articles of incorporation; and
b. In the case of corporations, the articles ofincorporation of which do not provide for any such change oralteration upon a specified vote, the vote of holders ofseventy-five percent of the outstanding shares of each suchclass.
(L. 1945 p. 686 § 5149)(1958) In interpleader proceeding by railroad company held that under this section as it was in 1891 when railroad company was reorganized and preferred stock issued and under corporate contract, preferred stockholders were not entitled to participate in dividends after they had received the stated five percent preferential dividend and common stock had received like dividend in any given year as section was limitation and not affirmative grant of participating rights and as under common laws there was no implied or presumed intent that preferred stock should participate. St. Louis Southwestern Ry. Co. v. Loeb (Mo.), 318 S.W.2d 246.