393.903. Corporations may convert to nonprofit water companies, how.
Corporations may convert to nonprofit water companies, how.
393.903. Any corporation organized pursuant to the laws of this statefor the purpose, among others, of water treatment may be converted into anonprofit water company and become subject to sections 393.900 to 393.951with the same effect as if originally organized pursuant to sections393.900 to 393.951 by complying with the following requirements:
(1) The proposition for the conversion of such corporation into anonprofit water company and proposed articles of conversion to give effectto such conversion shall be first approved by the board of trustees or theboard of directors, as the case may be, of such corporation. The proposedarticles of conversion shall recite in the caption that they are executedpursuant to sections 393.900 to 393.951 and shall state:
(a) The name of the corporation prior to its conversion into anonprofit water company;
(b) The address of the principal office of such corporation;
(c) The date of the filing of the articles of incorporation of suchcorporation in the office of the secretary of state;
(d) The statute or statutes pursuant to which such corporation wasorganized;
(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 orshares of stock of such corporation into memberships in the convertedcorporation after completion of the conversion;
(h) The legal description of the territory in which the companyintends to operate;
(i) The method chosen for distributing the assets of the company upondissolution; and
(j) Any provisions not inconsistent with sections 393.900 to 393.951deemed necessary or advisable for the conduct of the business and affairsof such corporation;
(2) The proposition for the conversion of such corporation into anonprofit water company and the proposed articles of conversion approved bythe board of trustees or board of directors, as the case may be, of suchcorporation shall then be submitted to a vote of the members orstockholders, as the case may be, of such corporation at any duly heldannual or special meeting of such corporation, the notice of which shallset forth full particulars concerning the proposed conversion. Theproposition for the conversion of such corporation into a nonprofit watercompany and the proposed articles of conversion, with such amendments tosuch articles as the members or stockholders of such corporation shallchoose to make, shall be deemed to be approved upon the affirmative vote ofnot less than a majority of the members of such corporation, or, if suchcorporation is a stock corporation, upon the affirmative vote of theholders of not less than a majority of the capital stock of suchcorporation;
(3) Upon such approval by the members or stockholders of suchcorporation, articles of conversion in the form approved by such members orstockholders shall be executed and acknowledged in duplicate on behalf ofsuch corporation by its president or vice president and its corporate sealshall be affixed thereto and attested by its secretary. The president orvice president executing such articles of conversion on behalf of suchcorporation shall also make and annex to each copy of such articles anaffidavit stating that the provisions of sections 393.900 to 393.951 withrespect to the approval of its trustees or directors and its members orstockholders, of the proposition for the conversion of such corporationinto a nonprofit water company and such articles of conversion were dulycomplied with. Such articles of conversion and affidavit shall besubmitted to the secretary of state for filing pursuant to sections 393.900to 393.951. The term "articles of incorporation" as used in sections393.900 to 393.951 shall be deemed to include the articles of conversion ofa converted corporation.
(L. 1999 H.B. 450 § 2 merged with S.B. 160 & 82 § 2)