388.240. Reorganization manager may adopt amendments to charters--certificates of amendments to be filed.
Reorganization manager may adopt amendments to charters--certificatesof amendments to be filed.
388.240. 1. Notwithstanding the provisions of any otherstatutes of this state applicable to amendments of charters orarticles of association of railroad companies incorporated underits laws, where a plan of reorganization of any such railroadcompany pursuant to the act of Congress of July 1, 1898, entitled"An Act to Establish a Uniform System of Bankruptcy Throughoutthe United States", as amended (herein called "The NationalBankruptcy Act"), has been confirmed by decree or order of acourt of competent jurisdiction, the reorganization managers orcommittee designated in the plan of reorganization to consummatethe same, or such other person so authorized by the court orjudge in such reorganization proceedings, shall have full powerand authority to adopt such amendments of its charter or articlesof association as may be necessary and proper to put into effectand carry out such plan of reorganization and the decrees andorders of the court relative thereto without action by thedirectors or stockholders of any such railroad company.
2. After the adoption of such amendments of the charter orarticles of association a certificate of amendment executed,acknowledged and sworn to by such reorganization managers orcommittee or such other person so authorized by the court orjudge to adopt such amendments, shall be filed with the secretaryof state. Such certificate of amendment shall show
(1) The name of the corporation and, if it has been changed,the name under which it theretofore existed;
(2) The amendment or amendments adopted;
(3) The new capitalization of such corporation; and
(4) That such amendments and new capitalization wereauthorized by the plan of reorganization or in a decree or orderof the court relative thereto, and that the plan has beenconfirmed under The National Bankruptcy Act, with the title andvenue of the proceeding and the date when the decree or orderconfirming the plan was made.
3. Any such reorganized railroad company shall not beprecluded from thereafter further amending its charter orarticles of association in the manner otherwise provided by law.For the amendment of a charter or articles of associationpursuant to a plan of reorganization as in this section provided,there shall be paid to the state of Missouri such fees as are orshall be prescribed by law on any increase in the capital stockof such reorganized company over its aggregate authorized capitalstock upon which incorporation fees were previously paid.
(L. 1945 p. 684 § 5289C)