Senate File 2339 S-5139 Amend Senate File 2339 as follows: 1 1. Page 1, line 31, by striking < chairperson > and inserting 2 < chair > 3 2. Page 3, line 11, by striking < filed with > and inserting 4 < filed by > 5 3. Page 4, line 26, by striking < filed by > and inserting 6 < filed pursuant to > 7 4. By striking page 4, line 34, through page 6, line 17, and 8 inserting: 9 < a. Articles of incorporation . . . . . . . . . . . . . . . . . . . . . $ 50 10 b. Application for use of indistinguishable 11 name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10 12 c. Application for reserved name . . . . . . . . . . . . . . . . . . $ 10 13 d. Notice of transfer of reserved name . . . . . . . . . . . . $ 10 14 e. Application for registered name . . . . . . . . . . . . . . . . $ 20 15 f. Application for renewal of registered 16 name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20 17 g. Corporation’s statement of change of 18 registered agent or registered office or both . . . . . . . . No fee 19 h. Agent’s statement of change of registered office 20 for each affected corporation not to exceed 21 a total of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . No fee 22 i. Agent’s statement of resignation . . . . . . . . . . . . . . . No fee 23 j. Articles of domestication . . . . . . . . . . . . . . . . . . . . . . $ 50 24 k. Articles of conversion . . . . . . . . . . . . . . . . . . . . . . . . . $ 50 25 l. Amendment of articles of incorporation . . . . . . . . . $ 50 26 m. Restatement of articles of incorporation 27 with amendment of articles . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50 28 n. Restatement of articles of incorporation 29 without amendment of articles . . . . . . . . . . . . . . . . . . . . . . . . $ 50 30 o. Articles of merger or share exchange . . . . . . . . . . . $ 50 31 p. Articles of dissolution . . . . . . . . . . . . . . . . . . . . . . . . $ 5 32 q. Articles of revocation of dissolution . . . . . . . . . . $ 5 33 r. Certificate of administrative dissolution . . . . . . No fee 34 s. Application for reinstatement following 35 -1- SF2339.4240 (2) 88 da/jh 1/ 8 #1. #2. #3. #4.

administrative dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5 1 t. Certificate of reinstatement . . . . . . . . . . . . . . . . . . . No fee 2 u. Certificate of judicial dissolution . . . . . . . . . . . . No fee 3 v. Foreign registration statement . . . . . . . . . . . . . . . . . $ 100 4 w. Amendment of foreign registration 5 statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100 6 x. Statement of withdrawal . . . . . . . . . . . . . . . . . . . . . . . . $ 10 7 y. Transfer of foreign registration statement . . . . . $ 100 8 z. Notice of termination of registration . . . . . . . . . . No fee 9 aa. Articles of correction . . . . . . . . . . . . . . . . . . . . . . . . $ 5 10 ab. Articles of validation . . . . . . . . . . . . . . . . . . . . . . . . $ 5 11 ac. Application for certificate of existence or 12 registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5 13 ad. Any other document required or permitted to 14 be filed by this chapter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5 15 2. The secretary of state shall collect a fee of five 16 dollars each time process is served on the secretary of state 17 under this chapter. The party to a proceeding causing service 18 of process is entitled to recover this fee as costs if such 19 party prevails in the proceeding. 20 3. The secretary of state shall collect the following fees 21 for copying and certifying the copy of any filed document 22 relating to a domestic or foreign corporation: 23 a. One dollar a page for copying. 24 b. Five dollars for the certificate. 25 4. Notwithstanding subsection 1, the secretary of state 26 may impose, assess, and collect a filing fee as a condition to 27 accepting a biennial report as provided in section 490.1622. > 28 5. Page 8, line 24, after < court > by inserting < of the 29 county where the corporation’s principal office or, if none in 30 this state, its registered office, is located > 31 6. Page 9, line 24, by striking < filed with > and inserting 32 < filed by > 33 7. Page 10, line 7, by striking < filed with > and inserting 34 < filed by > 35 -2- SF2339.4240 (2) 88 da/jh 2/ 8 #5. #6.

8. Page 11, after line 21 by inserting: 1 < ___. “Cooperative association” means an entity that is 2 structured and operated on a cooperative basis pursuant to 26 3 U.S.C. §1381(a) and that meets the definitional requirements of 4 an association as provided in 12 U.S.C. §1141j(a) or 7 U.S.C. 5 §291. > 6 9. Page 15, line 22, after < report > by inserting < required 7 by section 490.1622 > 8 10. Page 19, line 13, after < report > by inserting < required 9 by section 490.1622 > 10 11. Page 41, after line 17 by inserting: 11 < Sec. ___. NEW SECTION . 490.209 Foreign-trade zone 12 corporation. 13 A corporation may be organized under the laws of this state 14 for the purpose of establishing, operating, and maintaining 15 a foreign-trade zone as defined in 19 U.S.C. §81(a). A 16 corporation organized for the purposes set forth in this 17 section has all powers necessary or convenient for applying 18 for a grant of authority to establish, operate, and maintain 19 a foreign-trade zone under 19 U.S.C. §81(a) et seq., and 20 regulations promulgated under that law, and for establishing, 21 operating, and maintaining a foreign-trade zone pursuant to 22 that grant of authority. > 23 12. Page 95, line 6, after < court > by inserting < of the 24 county where the corporation’s principal office or, if none in 25 this state, its registered office, is located > 26 13. Page 97, after line 27 by inserting: 27 < Sec. ___. NEW SECTION . 490.800 Special subchapter 28 definition. 29 1. As used in this subchapter, “public corporation” means a 30 corporation that has a class of voting stock that is listed on 31 a national securities exchange or held of record by more than 32 two thousand shareholders. 33 2. This section is repealed on January 1, 2022. > 34 14. Page 99, line 8, after < 2. > by inserting < a. > 35 -3- SF2339.4240 (2) 88 da/jh 3/ 8 #8. #9. #10. #11. #12. #13.

15. Page 99, after line 10 by inserting: 1 < b. (1) Notwithstanding paragraph “a” , the number of 2 directors of a public corporation subject to section 490.806A, 3 subsection 1, or section 490.806B, shall be increased or 4 decreased only by the affirmative vote of a majority of its 5 board of directors. 6 (2) This paragraph “b” is repealed on January 1, 2022. > 7 16. Page 99, line 11, after < 3. > by inserting < a. > 8 17. Page 99, after line 15 by inserting: 9 < b. (1) Notwithstanding paragraph “a” , for a public 10 corporation subject to section 490.806A, subsection 1, or 11 section 490.806B, a director’s term shall be staggered as 12 provided in section 490.806A, subsection 1, or may be staggered 13 as provided in section 490.806B. 14 (2) This paragraph “b” is repealed on January 1, 2022. > 15 18. Page 100, after line 10 by inserting: 16 < c. (1) Notwithstanding paragraph “a” , for a public 17 corporation subject to section 490.806A, subsection 1, or 18 section 490.806B, the terms of directors shall be staggered as 19 provided in section 490.806A, subsection 1, or may be staggered 20 as provided in section 490.806B. 21 (2) This paragraph “c” is repealed on January 1, 2022. > 22 19. Page 100, line 13, after < 4. > by inserting < a. > 23 20. Page 100, after line 15 by inserting: 24 < b. (1) Notwithstanding paragraph “a” , for a public 25 corporation subject to section 490.806A, subsection 1, or 26 section 490.806B, the term of a director elected to fill a 27 vacancy expires as provided in section 490.806A, subsection 1, 28 or section 490.806B. 29 (2) This paragraph “b” is repealed on January 1, 2022. > 30 21. Page 100, line 25, before < The > by inserting < 1. > 31 22. Page 101, after line 2 by inserting: 32 < 2. a. Subsection 1 does not apply to a public corporation 33 that is subject to section 490.806A, subsection 1, but may 34 apply to a public corporation that is subject to section 35 -4- SF2339.4240 (2) 88 da/jh 4/ 8 #15. #16. #17. #18. #19. #20. #21. #22.

490.806B. 1 b. This subsection is repealed on January 1, 2022. > 2 23. Page 101, line 8, by striking < chairperson > and 3 inserting < chair > 4 24. Page 102, after line 35 by inserting: 5 < 1A. a. For a public corporation subject to section 6 490.806A, subsection 1, or section 490.806B, a vacancy on the 7 board of directors, including but not limited to a vacancy 8 resulting from an increase in the number of directors, shall 9 be filled solely by the affirmative vote of a majority of the 10 remaining directors, even though less than a quorum of the 11 board. 12 b. This subsection is repealed on January 1, 2022. > 13 25. Page 114, line 8, by striking < chairperson > and 14 inserting < chair > 15 26. Page 131, line 33, by striking < July 1, 2008 > and 16 inserting < January 1, 2009 > 17 27. Page 132, after line 26 by inserting: 18 < Sec. ___. NEW SECTION . 490.905 Foreign insurance companies 19 becoming domestic. 20 1. The secretary of state, upon a corporation complying with 21 this section and upon the filing of articles of incorporation 22 and upon receipt of the fees as provided in this chapter, 23 shall issue an acknowledgment of receipt of document as 24 of the date of the filing of the articles of incorporation 25 with the secretary of state. The acknowledgment of receipt 26 of document shall state on its face that it is issued in 27 accordance with this section. The secretary of state shall 28 then notify the appropriate officer of the state or country of 29 the corporation’s last domicile that the corporation is now a 30 domestic corporation domiciled in this state. This section 31 applies to life insurance companies, and to insurance companies 32 doing business under chapter 515. 33 2. A corporation becoming domiciled in this state under 34 subsection 1 shall not be required to comply with any other 35 -5- SF2339.4240 (2) 88 da/jh 5/ 8 #23. #24. #25. #26. #27.

requirements under this subchapter. > 1 28. Page 189, line 16, by striking < and a > and inserting 2 < or a > 3 29. Page 189, line 19, by striking < and the > and inserting 4 < or the > 5 30. Page 189, line 21, by striking < and voting > and 6 inserting < or voting > 7 31. Page 190, lines 3 and 4, by striking < and the > and 8 inserting < or the > 9 32. Page 199, line 30, by striking < sections > and inserting 10 < section > 11 33. Page 208, line 10, after < report > by inserting < required 12 by section 490.1622 > 13 34. Page 211, line 2, by striking < district court > 14 and inserting < the district court of the county where the 15 corporation’s principal office or, if none in this state, its 16 registered office, is located > 17 35. Page 219, line 31, by striking < filed with > and 18 inserting < filed by > 19 36. Page 236, line 20, by striking < subchapter, except > and 20 inserting < chapter, except > 21 37. Page 241, line 20, after < court > by inserting < of the 22 county where the corporation’s principal office or, if none in 23 this state, its registered office, is located > 24 38. Page 243, line 30, after < report > by inserting < required 25 by section 490.1622 > 26 39. Page 245, line 7, before < Act > by inserting < division 27 of this > 28 40. Page 245, by striking lines 12 through 19 and inserting: 29 < 1. Except as to procedural provisions, this division of 30 this Act does not affect a pending action or proceeding or 31 a right accrued before the effective date of this division 32 of this Act, and a pending civil action or proceeding may be 33 completed, and a right accrued may be enforced, as if this 34 division of this Act had not become effective. > 35 -6- SF2339.4240 (2) 88 da/jh 6/ 8 #28. #29. #30. #31. #32. #33. #34. #35. #36. #37. #38. #39. #40.

41. Page 245, line 21, before < Act, > by inserting < division 1 of this > 2 42. Page 245, line 22, before < Act > by inserting < division 3 of this > 4 43. Page 246, by striking lines 4 through 8 and inserting 5 < 490.803, 490.805, 490.806, and 490.810, as provided in this 6 division of this Act, and the repeal of sections 490.806A, 7 490.806B, and 490.1005A, as provided by those sections, 8 any amendment to the articles of incorporation of a public 9 corporation adopted in compliance with sections 490.806A, 10 490.806B, and 490.1005A as those sections existed immediately > 11 44. Page 246, lines 26 and 27, by striking < 490.806A, 12 490.806B, 490.1005A, > 13 45. Page 246, line 33, by striking < Act, and > and inserting 14 < division of this Act, > 15 46. Page 246, line 34, by striking < Act, > and inserting 16 < division of this Act, and sections transferred in this 17 division of this Act > 18 47. Page 247, line 6, by striking < 490.208 > and inserting 19 < 490.209 > 20 48. Page 247, line 15, by striking < 490.627 > and inserting 21 < 490.628 > 22 49. Page 247, line 23, by striking < 490.801 > and inserting 23 < 490.800 > 24 50. Page 247, line 30, by striking < 490.904 > and inserting 25 < 490.905 > 26 51. By striking page 249, line 34, through page 250, line 5. 27 52. Page 252, lines 9 and 10, by striking < section 490.902 28 chapter 490, subchapter IX > and inserting < section 490.902 29 490.905 > 30 53. Page 252, line 10, by striking < section > 31 54. By striking page 252, line 18, through page 253, line 5. 32 55. Page 253, lines 13 and 14, by striking < section 490.902 33 chapter 490, subchapter IX > and inserting < section 490.902 34 490.905 > 35 -7- SF2339.4240 (2) 88 da/jh 7/ 8 #41. #42. #43. #44. #45. #46. #47. #48. #49. #50. #51. #52. #53. #54.