375.201. 1. Any insurance company organized or incorporated under thelaws of this state may amend its charter, articles of incorporation orassociation, or declaration of organization from time to time in any and asmany respects as may be desired; provided, that its articles as amendedcontain only such provisions as might be lawfully contained in the originalarticles if made at the time of making the amendment.
2. (1) In particular and without limitation upon the general power ofamendment, an insurance company may amend its articles from time to time soas:
(a) To change its name;
(b) To change the place where the principal office for the transactionof 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 ofany class which the corporation has authority to issue;
(g) To increase or decrease the par value of the authorized shares ofany class, whether issued or unissued; provided, that if the par value ofissued shares is increased there shall be transferred to stated capital at thetime of such increase an amount of surplus equal to the aggregate amount bywhich the par value is increased;
(h) To exchange, classify, reclassify or cancel all or any part of itsshares whether issued or unissued;
(i) To change the designation of all or any part of its shares, whetherissued or unissued, and to change the preferences, qualifications,limitations, restrictions and special or relative rights including convertiblerights 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 thepreferences, qualifications, limitation, restrictions, and the special orrelative rights of the shares of such new class or classes; provided that theauthorized number of shares of any class or classes without voting rightsshall not exceed a ratio of two shares of such class or classes without votingrights to one share of the voting stock of the company outstanding at the timethe amendment is voted upon by the stockholders;
(k) To establish, limit or deny shareholders the preemptive right toacquire additional shares of capital stock, whether then or thereafterauthorized.
(2) In no event, however, may the par value per share of the authorizedshares 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 aresolution setting forth the proposed amendment and directing that it besubmitted to a vote at a meeting of the shareholders, members, or other groupof persons entitled to vote thereon, which may be either an annual or specialmeeting; except that the proposed amendment need not be adopted by the boardof directors and may be directly submitted to any annual or special meeting ofthe shareholders, members or other group of persons entitled to vote thereon.
(2) Written or printed notice setting forth the proposed amendment or asummary of the changes to be effected thereby shall be given to eachshareholder, member or other person entitled to vote thereon of record. Inthe case of a mutual insurance company, notice, including the time and placeat which such meeting will be held, may, in lieu of such written or printednotice, 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 KansasCity, for at least once a week for two weeks before the time appointed for themeeting.
(3) At the meeting a vote of those entitled to vote shall be taken onthe proposed amendment. The proposed amendment shall be adopted uponreceiving the affirmative vote of a majority of all of those entitled to voteat the meeting either in person or by proxy or may be adopted upon a specifiedvote if contained in the articles or other provision of law which shall not beless than a majority; except that in the case of a mutual insurance company,the proposed amendment shall be adopted upon the affirmative vote of amajority of the members voting at the meeting in person or by proxy.
375.201. 1. Any insurance company organized or incorporated under thelaws of this state may amend its charter, articles of incorporation orassociation, or declaration of organization from time to time in any and asmany respects as may be desired; provided, that its articles as amendedcontain only such provisions as might be lawfully contained in the originalarticles if made at the time of making the amendment.
2. (1) In particular and without limitation upon the general power ofamendment, an insurance company may amend its articles from time to time soas:
(a) To change its name;
(b) To change the place where the principal office for the transactionof 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 ofany class which the corporation has authority to issue;
(g) To increase or decrease the par value of the authorized shares ofany class, whether issued or unissued; provided, that if the par value ofissued shares is increased there shall be transferred to stated capital at thetime of such increase an amount of surplus equal to the aggregate amount bywhich the par value is increased;
(h) To exchange, classify, reclassify or cancel all or any part of itsshares whether issued or unissued;
(i) To change the designation of all or any part of its shares, whetherissued or unissued, and to change the preferences, qualifications,limitations, restrictions and special or relative rights including convertiblerights 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 thepreferences, qualifications, limitation, restrictions, and the special orrelative rights of the shares of such new class or classes; provided that theauthorized number of shares of any class or classes without voting rightsshall not exceed a ratio of two shares of such class or classes without votingrights to one share of the voting stock of the company outstanding at the timethe amendment is voted upon by the stockholders;
(k) To establish, limit or deny shareholders the preemptive right toacquire additional shares of capital stock, whether then or thereafterauthorized.
(2) In no event, however, may the par value per share of the authorizedshares 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 aresolution setting forth the proposed amendment and directing that it besubmitted to a vote at a meeting of the shareholders, members, or other groupof persons entitled to vote thereon, which may be either an annual or specialmeeting; except that the proposed amendment need not be adopted by the boardof directors and may be directly submitted to any annual or special meeting ofthe shareholders, members or other group of persons entitled to vote thereon.
(2) Written or printed notice setting forth the proposed amendment or asummary of the changes to be effected thereby shall be given to eachshareholder, member or other person entitled to vote thereon of record. Inthe case of a mutual insurance company, notice, including the time and placeat which such meeting will be held, may, in lieu of such written or printednotice, 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 KansasCity, for at least once a week for two weeks before the time appointed for themeeting.
(3) At the meeting a vote of those entitled to vote shall be taken onthe proposed amendment. The proposed amendment shall be adopted uponreceiving the affirmative vote of a majority of all of those entitled to voteat the meeting either in person or by proxy or may be adopted upon a specifiedvote if contained in the articles or other provision of law which shall not beless than a majority; except that in the case of a mutual insurance company,the proposed amendment shall be adopted upon the affirmative vote of amajority of the members voting at the meeting in person or by proxy.
375.201. 1. Any insurance company organized or incorporated under thelaws of this state may amend its charter, articles of incorporation orassociation, or declaration of organization from time to time in any and asmany respects as may be desired; provided, that its articles as amendedcontain only such provisions as might be lawfully contained in the originalarticles if made at the time of making the amendment.
2. (1) In particular and without limitation upon the general power ofamendment, an insurance company may amend its articles from time to time soas:
(a) To change its name;
(b) To change the place where the principal office for the transactionof 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 ofany class which the corporation has authority to issue;
(g) To increase or decrease the par value of the authorized shares ofany class, whether issued or unissued; provided, that if the par value ofissued shares is increased there shall be transferred to stated capital at thetime of such increase an amount of surplus equal to the aggregate amount bywhich the par value is increased;
(h) To exchange, classify, reclassify or cancel all or any part of itsshares whether issued or unissued;
(i) To change the designation of all or any part of its shares, whetherissued or unissued, and to change the preferences, qualifications,limitations, restrictions and special or relative rights including convertiblerights 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 thepreferences, qualifications, limitation, restrictions, and the special orrelative rights of the shares of such new class or classes; provided that theauthorized number of shares of any class or classes without voting rightsshall not exceed a ratio of two shares of such class or classes without votingrights to one share of the voting stock of the company outstanding at the timethe amendment is voted upon by the stockholders;
(k) To establish, limit or deny shareholders the preemptive right toacquire additional shares of capital stock, whether then or thereafterauthorized.
(2) In no event, however, may the par value per share of the authorizedshares 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 aresolution setting forth the proposed amendment and directing that it besubmitted to a vote at a meeting of the shareholders, members, or other groupof persons entitled to vote thereon, which may be either an annual or specialmeeting; except that the proposed amendment need not be adopted by the boardof directors and may be directly submitted to any annual or special meeting ofthe shareholders, members or other group of persons entitled to vote thereon.
(2) Written or printed notice setting forth the proposed amendment or asummary of the changes to be effected thereby shall be given to eachshareholder, member or other person entitled to vote thereon of record. Inthe case of a mutual insurance company, notice, including the time and placeat which such meeting will be held, may, in lieu of such written or printednotice, 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 KansasCity, for at least once a week for two weeks before the time appointed for themeeting.
(3) At the meeting a vote of those entitled to vote shall be taken onthe proposed amendment. The proposed amendment shall be adopted uponreceiving the affirmative vote of a majority of all of those entitled to voteat the meeting either in person or by proxy or may be adopted upon a specifiedvote if contained in the articles or other provision of law which shall not beless than a majority; except that in the case of a mutual insurance company,the proposed amendment shall be adopted upon the affirmative vote of amajority of the members voting at the meeting in person or by proxy.
