Effective 28 Aug 1945

388.220. Amendment of articles of incorporation — method. — 1. A railroad corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired; provided, that its articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation if made at the time of making such amendment, and, if a change in shares or an exchange or reclassification of shares is to be made, such provisions as may be necessary to effect such change, exchange or reclassification as may be desired and as is permitted by this section. In particular, and without limitation upon such general power of amendment, a railroad corporation may amend its articles of incorporation from time to time so as:

(1) To change its corporate name;

(2) To change its period of duration;

(3) To change, enlarge or diminish its corporate purposes;

(4) To increase or decrease the number of its directors to not more than twenty-one, nor less than three;

(5) To increase or decrease the aggregate number of shares of any class which the corporation has authority to issue;

(6) To increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued; provided, that if the par value of issued shares is increased there shall be transferred to stated capital at the time of such increase an amount of surplus equal to the aggregate amount by which the par value is increased;

(7) To exchange, classify, reclassify or cancel all or any part of its shares, whether issued or unissued. The creation, alteration or abolition, in whole or in part, of designation, preferences, privileges or voting powers of any shares previously authorized, or the restrictions or qualifications thereof (including the creation, alteration or abolition of any provisions or rights in respect of the redemption of any shares; or any cumulative or noncumulative dividends, whether or not accrued, which shall not have been declared; or any accumulated but unexpended installment of any sinking fund whether or not set aside for the redemption or purchase of any shares; or any preemption right to subscribe for shares or other securities of the corporation whether existing at law or contained in the articles of incorporation or other certificate filed pursuant to law), shall be deemed to be a classification or reclassification of such shares for the purpose of this section;

(8) To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, qualifications, limitations, restrictions and special or relative rights including convertible rights in respect of all or any part of its shares, whether issued or unissued;

(9) To change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value, and to change shares without par value, whether issued or unissued, into the same or different number of shares having a par value;

(10) To create a new class or classes of stock and to define the preferences, qualifications, limitations, restrictions, and the special or relative rights of the shares of such new class or classes.

2. Amendments to the articles of incorporation shall be made in the following manner:

(1) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting;

(2) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote at such meeting within the time and in the manner and upon the conditions provided in section 351.230 for the giving of notice of meetings of shareholders;

(3) At such meeting a vote of the shareholders entitled to vote thereat shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the outstanding shares entitled to vote, provided, however,

(a) That if any amendment provides for an increase of shares, then such amendment shall be adopted only upon receiving the affirmative vote of persons holding a larger amount in value of the outstanding shares;

(b) That if any amendment provides for the creation or increase of preferential shares, then such amendment shall be adopted only upon receiving the affirmative vote of a majority of all outstanding shares, including shares not entitled to vote by the articles of incorporation; and

(c) That if any amendment would alter or change the preferences, priorities, special rights or powers given to any one or more classes of shares by the articles of incorporation so as to affect such class or classes adversely, or if any amendment classifies or reclassifies outstanding shares of any class, or authorizes shares having preferences which are in any respect superior to the preferences of the outstanding shares of any class having preferences, or provides that shares of any class may be converted into shares of any other class or into shares of any other series of the same class, or alters the term or conditions of shares of any class which are either convertible or issuable upon conversion, then the shareholders of each such class of shares so affected by any such amendment shall vote thereon, whether by the terms of the articles of incorporation such class be entitled to vote or not, and the following vote of each such class of shares so affected by the amendment shall be necessary to the adoption thereof, in addition to the affirmative vote of other shares as in this subdivision (3) required, namely:

a. In the case of corporations, the articles of incorporation of which do provide for any such change or alteration on a specified vote, the vote of each such class as specified in the articles of incorporation; and

b. In the case of corporations, the articles of incorporation of which do not provide for any such change or alteration upon a specified vote, the vote of holders of seventy-five percent of the outstanding shares of each such class.

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(L. 1945 p. 686 § 5149)

(1958) In interpleader proceeding by railroad company held that under this section as it was in 1891 when railroad company was reorganized and preferred stock issued and under corporate contract, preferred stockholders were not entitled to participate in dividends after they had received the stated five percent preferential dividend and common stock had received like dividend in any given year as section was limitation and not affirmative grant of participating rights and as under common laws there was no implied or presumed intent that preferred stock should participate. St. Louis Southwestern Ry. Co. v. Loeb (Mo.), 318 S.W.2d 246.