§ 393.903 — Corporations may convert to nonprofit water companies, how.

Missouri § 393.903

• Jurisdiction: Missouri
• Title XXV: INCORPORATION AND REGULATION OF CERTAIN UTILITIES AND CARRIERS
• Ch. 393: Gas, Electric, Water, Heating and Sewer Companies

Text

Any corporation organized pursuant to the laws of this state for the purpose, among others, of water treatment may be converted into a nonprofit water company and become subject to sections 393.900 to 393.951 with the same effect as if originally organized pursuant to sections 393.900 to 393.951 by complying with the following requirements:

(1)  The proposition for the conversion of such corporation into a nonprofit water company and proposed articles of conversion to give effect to such conversion shall be first approved by the board of trustees or the board of directors, as the case may be, of such corporation.  The proposed articles of conversion shall recite in the caption that they are executed pursuant to sections 393.900 to 393.951 and shall state:

(a)  The name of the corporation prior to its conversion into a nonprofit water company;

(b)  The address of the principal office of such corporation;

(c)  The date of the filing of the articles of incorporation of such corporation in the office of the secretary of state;

(d)  The statute or statutes pursuant to which such corporation was organized;

(e)  The name assumed by such corporation;

(f)  A statement that such corporation elects to become a nonprofit, membership corporation subject to sections 393.900 to 393.951 ;

(g)  The manner and basis of converting either memberships in or shares of stock of such corporation into memberships in the converted corporation after completion of the conversion;

(h)  The legal description of the territory in which the company intends to operate;

(i)  The method chosen for distributing the assets of the company upon dissolution; and

(j)  Any provisions not inconsistent with sections 393.900 to 393.951 deemed necessary or advisable for the conduct of the business and affairs of such corporation;

(2)  The proposition for the conversion of such corporation into a nonprofit water company and the proposed articles of conversion approved by the board of trustees or board of directors, as the case may be, of such corporation shall then be submitted to a vote of the members or stockholders, as the case may be, of such corporation at any duly held annual or special meeting of such corporation, the notice of which shall set forth full particulars concerning the proposed conversion.  The proposition for the conversion of such corporation into a nonprofit water company and the proposed articles of conversion, with such amendments to such articles as the members or stockholders of such corporation shall choose to make, shall be deemed to be approved upon the affirmative vote of not less than a majority of the members of such corporation, or, if such corporation is a stock corporation, upon the affirmative vote of the holders of not less than a majority of the capital stock of such corporation;

(3)  Upon such approval by the members or stockholders of such corporation, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged in duplicate on behalf of such corporation by its president or vice president and its corporate seal shall be affixed thereto and attested by its secretary.  The president or vice president executing such articles of conversion on behalf of such corporation shall also make and annex to each copy of such articles an affidavit stating that the provisions of sections 393.900 to 393.951 with respect to the approval of its trustees or directors and its members or stockholders, of the proposition for the conversion of such corporation into a nonprofit water company and such articles of conversion were duly complied with.  Such articles of conversion and affidavit shall be submitted to the secretary of state for filing pursuant to sections 393.900 to 393.951 .  The term "articles of incorporation" as used in sections 393.900 to 393.951 shall be deemed to include the articles of conversion of a converted corporation.

Legislative History

(L. 1999 H.B. 450 § 2 merged with S.B. 160 & 82 § 2)