Articles of incorporation, how amended — copy to director, when — health service organization may change status to profit business corporation, procedure, time limitation
Effective Aug 28, 2000(L. 1973 S.B. 3 § 12, A.L. 1998 S.B. 680, A.L. 1999 S.B. 1, et al., A.L. 2000 S.B. 896)
1. A corporation may amend its articles of incorporation from time to time in the manner provided in chapter 355, RSMo, and shall file a duly certified copy of its certificate of amendment with the director of insurance within twenty days after the issuance of the certificate of amendment by the secretary of state. Upon the issuance of the certificate of amendment by the secretary of state, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly.
(1) Adopting a resolution amending its articles of incorporation or articles of agreement so as:
- (a) To eliminate any purpose, power or other provision thereof not authorized to be set forth in the articles of incorporation of corporations organized pursuant to chapter 351, RSMo;
- (b) To set forth any provision authorized pursuant to chapter 351, RSMo, to be inserted in the articles of incorporation of corporations organized pursuant to chapter 351, RSMo, which the corporation chooses to insert therein and the material and information required to be set forth pursuant to chapter 351, RSMo, in the original articles of incorporation of corporations organized pursuant to chapter 351, RSMo;
- (2) Adopting a resolution accepting all of the provisions of chapter 351, RSMo, and providing that such corporation shall for all purposes be thenceforth deemed to be a corporation organized pursuant to chapter 351, RSMo;
- (3) By filing with the secretary of state a certificate of acceptance of chapter 351, RSMo;
- (4) By complying with the provisions of sections 355.616 and 355.621, RSMo, to the extent those sections would apply if such health services corporation were merging with a domestic business corporation with the proposed amended articles of incorporation serving as the proposed plan of merger.
- 3. The provisions of subsection 2 of this section shall expire and have no force and effect on and after August 31, 2001.
*2. A health services corporation organized as a not-for-profit corporation pursuant to this chapter may amend its articles in the manner provided in chapter 355, RSMo, to change its status to that of a for-profit business corporation and accept the provisions of chapter 351, RSMo, by:
(L. 1973 S.B. 3 § 12, A.L. 1998 S.B. 680, A.L. 1999 S.B. 1, et al., A.L. 2000 S.B. 896)
*Subsection 2 expires 8-31-01