Effective - 28 Aug 1999
393.945. Voluntary dissolution and windup of affairs after commencing operations. — A nonprofit water company which has commenced business may dissolve voluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that the company be dissolved voluntarily and after such recommendation the proposition that the company be dissolved shall be submitted to the members of the company at any annual or special meeting, the notice of which shall set forth such proposition. The proposed voluntary dissolution shall be deemed to be approved upon the affirmative vote of not less than a majority of the members;
(2) Upon such approval, a certificate of election to dissolve, designated as the certificate, shall be executed and acknowledged in duplicate on behalf of the company by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. The certificate shall state:
(a) The name of the nonprofit water company;
(b) The address of its principal office;
(c) The names and addresses of its directors; and
(d) The total number of members of the company and the number of members who voted for and against the voluntary dissolution of the company.
The president or vice president executing the certificate shall also make and annex to such certificate an affidavit stating that the provisions of this subdivision and subdivision (1) of this section were duly complied with. Such certificate and affidavit shall be submitted to the secretary of state for filing;
(3) Upon the filing of the certificate and affidavit by the secretary of state, the company shall cease to carry on its business except as necessary for the winding up of such business, but its corporate existence shall continue until articles of dissolution have been filed by the secretary of state;
(4) After the filing of the certificate and affidavit by the secretary of state the board of directors shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant. Such notice shall be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the company is located;
(5) The board of directors shall become trustees and have full power to wind up and settle the affairs of the company and shall proceed to collect the debts owing to the company, convey and dispose of its property and assets, pay, satisfy and discharge its debts, obligations and liabilities and do all other things required to liquidate its business and affairs, and after paying or adequately providing for the payment of all its debts, obligations and liabilities, shall distribute the remainder of its property and assets either:
(a) Among its members in proportion to the aggregate patronage of each such member during the seven years next preceding the date of such filing of the certificate, or, if the company shall not have been in existence for such period, during the period of its existence; or
(b) For one or more exempt purposes as provided in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or to the federal government or to the state or a local government or a political subdivision of the state for a public purpose; and
(6) (a) When all debts, liabilities and obligations of the company have been paid and discharged or adequate provision shall have been made for the payment of such debts, liabilities and obligations and all of the remaining property and assets of the company shall, pursuant to sections 393.900 to 393.951 and pursuant to the articles of incorporation of the company, have been distributed to the members pursuant to sections 393.900 to 393.951, the board of directors shall authorize the execution of articles of dissolution which shall then be executed and acknowledged on behalf of the company by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. Such articles of dissolution 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 nonprofit water company;
b. The address of the principal office of the company;
c. That the company has heretofore delivered to the secretary of state a certificate of election to dissolve and the date on which the certificate was filed by the secretary of state in the records of his office;
d. That all debts, obligations and liabilities of the company have been paid and discharged or that adequate provision has been made for the payment of such debts, obligations and liabilities;
e. That all the remaining property and assets of the company have been distributed pursuant to sections 393.900 to 393.951 and the articles of incorporation of the company; and
f. That there are no actions or suits pending against the company.
(b) The president or vice president executing the articles of dissolution shall also make and annex to such articles an affidavit stating that the provisions of this section were duly complied with.
(c) Such articles of dissolution and affidavit, accompanied by proof of the publication required in this section, shall be submitted to the secretary of state for filing.
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(L. 1999 H.B. 450 § 16 merged with S.B. 160 & 82 § 16)
Structure Missouri Revised Statutes
Title XXV - Incorporation and Regulation of Certain Utilities and Carriers
Chapter 393 - Gas, Electric, Water, Heating and Sewer Companies
Section 393.010 - Corporations supplying gas, electricity or water — powers.
Section 393.020 - Authorizing laying of underground water mains — power of eminent domain.
Section 393.050 - Court shall appoint three commissioners to assess damages — payment of damages.
Section 393.060 - Number of owners may be joined in one petition.
Section 393.070 - Clerk of court shall give notice of petitions.
Section 393.080 - Cost of proceeding — how paid.
Section 393.090 - Corporation not authorized to enter or appropriate certain buildings.
Section 393.100 - Concerning the appropriation of property held by another corporation.
Section 393.108 - Hot weather rule, discontinuance of service prohibited, when.
Section 393.120 - Definition of terms.
Section 393.135 - Charges based on nonoperational property of electrical corporation prohibited.
Section 393.136 - Retroactive operation prohibited.
Section 393.147 - Loan programs, certain sewer and water corporations — authorized when, how.
Section 393.150 - Commission may fix rates after hearing — stay increase — burden of proof.
Section 393.160 - Inspection of gas, water and electric meters.
Section 393.170 - Approval of incorporation and franchises — certificate.
Section 393.180 - Right to issue stocks, bonds, notes subject to regulation.
Section 393.200 - Approval of issues of stocks, bonds and other forms of indebtedness.
Section 393.210 - Certificate of commission to be recorded — stock dividend prohibited.
Section 393.250 - Reorganizations of gas, electrical, water and sewer corporations.
Section 393.280 - Defense in case of excessive charges for gas, water, electricity or sewer service.
Section 393.291 - Steam heating companies, may file under small company rate procedures, when.
Section 393.292 - Nuclear power plant decommissioning, expense of, rate increase allowed, when, how.
Section 393.297 - Purpose of sections 393.298 to 393.302.
Section 393.298 - Definitions.
Section 393.300 - Customer bills in Braille or bold-faced type on request.
Section 393.302 - Tax on energy consumption, ordinance imposing tax, ballot measure required.
Section 393.356 - No modification or elimination of special rate under section 393.355.
Section 393.410 - Definitions.
Section 393.420 - Acquisition of right to use storage reservoir under publicly owned lands.
Section 393.430 - Gas storage company may exercise eminent domain — purposes — procedure.
Section 393.440 - Powers not to be exercised until approved by public service commission.
Section 393.450 - Buildings not to be condemned.
Section 393.460 - Strata and formations not subject to condemnation.
Section 393.470 - Limitation on condemnation of property held for public uses.
Section 393.480 - Law not to restrict other powers of eminent domain.
Section 393.490 - Rights of owner of land in condemned strata.
Section 393.500 - Gas in underground storage personal property.
Section 393.510 - Limitations to begin, when — cause deemed to accrue, when.
Section 393.550 - Definitions.
Section 393.553 - Written demand, notice, contents, refusal of access deemed denial of access, when.
Section 393.557 - Final order of access, exception — bond, amount — hearing.
Section 393.559 - Access, with sheriff, expenses of sheriff.
Section 393.561 - Damages awarded to utility customer, when — costs, court to determine who pays.
Section 393.563 - Other rights of access, not affected.
Section 393.565 - Appeals, customer must give bond.
Section 393.700 - Short title.
Section 393.705 - Definitions.
Section 393.720 - Commissions to be bodies public and corporate.
Section 393.725 - Bonds issued to be revenue bonds only — form of bonds.
Section 393.730 - Requirements of resolution authorizing bonds.
Section 393.735 - Additional security for bonds issued may be given, how.
Section 393.740 - Certain taxes applicable.
Section 393.745 - Refunding bonds may be issued.
Section 393.750 - Bonds legal investments for enumerated purposes.
Section 393.755 - Bonds may be repurchased.
Section 393.770 - Purchase agreements authorized — terms — not to constitute debt.
Section 393.831 - Articles of incorporation, amendment requirements.
Section 393.833 - Principal office, change of, procedure.
Section 393.837 - Securities law of Missouri not to apply, when.
Section 393.839 - Membership — meetings, annual, special — quorum — voting.
Section 393.841 - Voting districts may be provided, when, procedure.
Section 393.843 - Board of directors, powers and duties.
Section 393.845 - Officers, annual election, removal from office — employees and agents.
Section 393.849 - Excess revenues.
Section 393.851 - Prepayment of debt not prohibited.
Section 393.853 - Voluntary dissolution, articles, contents, submission to secretary of state.
Section 393.855 - Voluntary dissolution, procedure for winding up affairs.
Section 393.857 - Construction of laws relating to nonprofit sewer companies.
Section 393.861 - Private property of members exempt from execution for debts of company.
Section 393.900 - Nonprofit water companies may be organized — articles of incorporation.
Section 393.903 - Corporations may convert to nonprofit water companies, how.
Section 393.906 - Powers and duties.
Section 393.909 - May amend articles of incorporation, how.
Section 393.912 - Change of principal office, how.
Section 393.918 - Securities law not to apply, when.
Section 393.924 - Company territory may be divided into voting districts.
Section 393.927 - Board of directors, powers, duties, number, terms of office, procedure.
Section 393.930 - Officers, qualifications, powers and duties, terms of office.
Section 393.936 - Revenues to be distributed, when.
Section 393.939 - Prepayment of indebtedness permitted.
Section 393.942 - Voluntary dissolution before commencing operations.
Section 393.945 - Voluntary dissolution and windup of affairs after commencing operations.
Section 393.954 - Claims against insured nonprofit water company after dissolution, procedure.
Section 393.1000 - Definitions.
Section 393.1003 - Rate schedules, procedures to establish or change (St. Louis County).
Section 393.1009 - Definitions.
Section 393.1020 - Citation of law.
Section 393.1025 - Definitions.
Section 393.1040 - Encouragement of reduced consumption, objective of act.
Section 393.1045 - Cap on increase in retail charges based on renewable mandates.
Section 393.1150 - Suit or claim brought, measure of damages.
Section 393.1500 - Citation of law.
Section 393.1503 - Definitions.
Section 393.1610 - Small scale and private innovative technology investments — definitions.
Section 393.1640 - Growth project, discounts, when — requirements — discounts expire, when.
Section 393.1655 - Rate modifications, limitations on — definitions.