TO: The Honorable Matt Blunt
Secretary of State
State of Missouri
P.O. Box 778
Jefferson City, Missouri 65102
The undersigned, John L. Patton, 16 North Eighth St., Columbia MO
65201, being a natural person of the age of 18 years or more and citizen of the United
States, for the purpose of forming a corporation under the A General Not-For-Profit
Corporation Law of the State of Missouri, do hereby adopt the following Articles of
- The name of the corporation is: Missouri Association of Sewer Districts.
- The period of duration of the corporation is perpetual.
- The corporation is a mutual benefit corporation.
- The address of its initial registered office in the State of Missouri
is P O Box 696, 1165 Cherry Street, Poplar Bluff, Missouri 63902 and the name of its
initial registered agent at said address is Scott Robbins.
- The first board of directors shall be not less than three in number
and the first board of directors may by majority vote change the number of directors to
not less than three, nor more than the number of members admitted to membership of the
corporation; the board of directors shall adopt bylaws, rules and regulations for the
government of the corporation, which may be changed from time to time. The power to make,
alter, amend or repeal the bylaws for the regulation and management of the affairs of the
corporation shall be vested in the board of directors of the corporation as set forth in
the bylaws of the corporation.
- The purposes for which the corporation is organized are as follows:
the corporation is organized and will be operated exclusively for educational and
scientific purposes to promote, develop and implement technology, education, educational
programs and information for the improvement and advancement of the treatment, collection
and disposal of commercial and residential wastewater by non-municipal publicly owned and
operated sanitary sewer districts organized under the Revised Statutes of Missouri, and to
generally perform or exercise any other legal powers which are permitted of general
- The corporation shall not be used for either business or political
purposes, or for pecuniary gain or profit of any of its members, or to finance the
political purposes or business activities of any of its members. No part of the net
earnings of the corporation shall inure to the benefit of, or be distributable to its
members, directors, officers or other private persons, except that the corporation shall
be authorized and empowered to pay reasonable compensation for services rendered and to
make payments and distributions in furtherance of the purposes set forth in Section 6
- The Board of Directors of the corporation shall adopt by-laws, rules
and regulations for the government of the corporation, which may be changed from time to
- The corporation shall have members; memberships shall be limited to
non-municipal publicly owned and operated sanitary sewer districts organized under the
Revised Statutes of Missouri. The voting rights and powers of the members of the
corporation shall be established by the by-laws of the corporation and consistent with the
laws of the state of Missouri.
- The corporation may be voluntarily or involuntarily dissolved
pursuant to the laws of the state of Missouri. The board of directors may vote to approve
voluntary dissolution by majority vote. The assets of the corporation in the process of
dissolution shall be applied and distributed as follows:
- All liabilities and obligations of the corporation shall be paid,
satisfied and discharged, or adequate provision shall be made therefor;
- Assets held by the corporation upon condition requiring return,
transfer or conveyance, which condition incurs by reason of the dissolution, shall be
returned, transferred or conveyed in accordance with such requirements;
- Any other assets remaining undistributed shall be disposed of as
permitted by the laws of the state of Missouri applicable to mutual benefit corporations
by majority vote of the board of directors.
IN WITNESS WHEREOF, the undersigned have executed
these Articles of Incorporation this 5th day of July, 2001.
John L. Patton
STATE OF MISSOURI)
COUNTY OF BOONE )
I, Courtney Russell, a Notary Public, do hereby certify that on the
5th day of July, 2001, personally appeared before me John L. Patton, who being first duly
sworn declared that he is the person who executed the foregoing document as incorporator
and that the statements contained therein are true.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal, at my office in Columbia, Missouri, the day and year first above written.
My Commission Expires: 11/16/04
PO Box 7233
Columbia, MO 65205-7233