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| Home > Statutes > Usa Missouri |
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USA Statutes : missouri
Title : CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter : Chapter 349 Industrial Development Corporations
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As used in sections 349.010 to 349.100, unless the context
otherwise requires, the following words and terms shall have the meanings
indicated:
(1) "Corporations" means any authority organized pursuant to the
provisions of sections 349.010 to 349.100.
(2) "County and municipality". "County" means any county in the state.
"Municipality" means any city, incorporated town or village in the state.
(3) "Governing body" shall mean the board or body in which the general
legislative powers of the county or municipality are vested.
(4) "Project" means the purchase, construction, extension and improvement
of plants, buildings, structures, or facilities, whether or not now in
existence, including the real estate, used or to be used as a factory,
assembly plant, manufacturing plant, processing plant, fabricating plant,
distribution center, warehouse building, public facility, waterborne
vessels excepting commercial passenger vessels for hire in a city not
within a county built prior to 1950, office building, for-profit or
not-for-profit hospital, not-for-profit nursing or retirement facility or
combination thereof, physical fitness, recreational, indoor and resident
outdoor facilities operated by not-for-profit organizations, commercial
or agricultural facility, or facilities for the prevention, reduction or
control of pollution. Included in all of the above shall be any required
fixtures, equipment and machinery. Excluded are facilities designed for
the sale or distribution to the public of electricity, gas, water or
telephone, together with any other facilities for cable television and
those commonly classified as public utilities. Projects of a municipal
authority must be located wholly within the incorporated limits of the
municipality except that such projects may be located outside the
corporate limits of such municipality and within the county in which the
municipality is located with permission of the governing body of the
county. Projects of a county authority must be located within an
unincorporated area of such county except that such projects may be
located within the incorporated limits of a municipality within such
county, when approved by the governing body of the municipality. (L. 1977
S.B. 267 § 1, A.L. 1980 H.B. 1582 & 1277, A.L. 1982 S.B. 681, A.L. 1985
S.B. 282, A.L. 1996 H.B. 1237)
(1978) Act authorizing industrial development corporations does not
violate provisions of constitution relating to lending of public credit,
taxes for public purposes, and subject of legislation. State ex rel.
Jardon v. Industrial Development Authority of Jasper County (Mo.), 570
S.W.2d 666.
The governing body shall have the power to spend its funds to
promote commercial and industrial development and, in order to achieve
such promotion, to engage in any activities, either on its own or in
conjunction and by contract with any not for profit organization, which
it deems necessary to carry on such promotional work.
(L. 1980 H.B. 1582 & 1277, A.L. 1991 S.B. 246)
Any corporation subject to sections 349.010 to 349.100 is
prohibited the power of eminent domain. (L. 1977 S.B. 267 § 2)
No corporation shall itself be authorized to operate any
manufacturing, industrial or commercial enterprise or conduct an
agricultural operation as prohibited by chapter 350, RSMo. (L. 1977 S.B.
267 § 3)
Whenever any number of natural persons, not less than three,
each of whom shall be a duly qualified elector of and taxpayer in the
county or municipality, shall file with the governing body thereof an
application in writing seeking permission to apply for the incorporation
of an industrial development corporation of such county or municipality
to develop commercial, industrial, agricultural or manufacturing
facilities, the governing body shall proceed to consider such
application. If the governing body shall by appropriate order or
resolution duly adopted find and determine that it is wise, expedient,
necessary or advisable that the corporation be formed and shall authorize
the persons making such application to proceed to form such corporation
and shall approve the form of articles of incorporation proposed to be
used in organizing the corporation, then the persons making such
application shall execute, acknowledge and file articles of incorporation
for the corporation as hereinafter provided. No corporation may be formed
unless such application shall have first been filed with the governing
body of the county or municipality and the governing body shall have
adopted an order or resolution as provided in this section. (L. 1977 S.B.
267 § 4)
The articles of incorporation shall set forth
(1) The names and residences of the applicants together with a recital
that each of them is an elector of and taxpayer in the county or
municipality;
(2) The name of the corporation, which shall be "The Industrial
Development Authority of the ............... of ..............." (the
blank spaces to be filled in with the name of the county or municipality,
including the proper designation thereof as county, city, town or
village) if such name shall be available for use by the corporation and
if not available then the incorporators shall designate some other
similar name that is available;
(3) A recital that permission to organize the corporation had been
granted by order or resolution duly adopted by the governing body of the
county or municipality and the date of the adoption of such order or
resolution;
(4) The location of the principal office of the corporation (which shall
be in the county or municipality);
(5) The purpose for which the corporation is proposed to be organized;
(6) The number of directors of the corporation;
(7) The period, if any, for the duration of the corporation;
(8) Any other matter which the applicants may choose to insert therein
which shall not be inconsistent with this chapter or with the laws of the
state of Missouri. The articles of incorporation shall be subscribed and
acknowledged by each of the applicants before an officer authorized by
the laws of Missouri to take acknowledgments to deeds. (L. 1977 S.B. 267
§ 5)
When executed and acknowledged in conformity with section
349.030 above, the articles of incorporation shall be filed with the
secretary of state. The secretary of state shall thereupon examine the
articles of incorporation and, if he finds that the recitals contained
therein are correct, that the requirements of section 349.030 above have
been complied with, and that the name is not identical with or so nearly
similar to that of another corporation already in existence in this state
as to lead to confusion and uncertainty, he shall approve the articles of
incorporation, issue a certificate of incorporation and record the same
in an appropriate book or record in his office. When such articles have
been so approved, the certificate of incorporation issued and the same
filed, the applicants shall constitute a public corporation under the
name set out in the articles of incorporation. (L. 1977 S.B. 267 § 6)
The articles of incorporation may at any time and from time to
time be amended so as to make any changes therein and add any provisions
thereto which might have been included in the articles of incorporation
in the first instance. Any such amendment shall be effected in the
following manner: The members of the board of directors of the
corporation shall file with the governing body of the county or
municipality an application in writing seeking permission to amend the
articles of incorporation, specifying in such application the amendment
proposed to be made. Such governing body shall consider such application
and, if they find it is wise, expedient, necessary or advisable that the
proposed amendment be made and shall authorize the same to be made and
shall approve the form of the proposed amendment, then the persons making
such application shall execute an instrument embodying the amendment
specified in such application, and shall file the same with the secretary
of state. The proposed amendment shall be subscribed and acknowledged by
each member of the board of directors before an officer authorized by the
laws of Missouri to take acknowledgments to deeds. Such secretary of
state shall thereupon examine the proposed amendment and, if he finds
that the requirements of this section have been complied with and the
proposed amendment is within the scope of what might be included in the
original articles of incorporation, he shall approve the amendment and
record it in an appropriate book in his office. When such amendment has
been so made, filed and approved, it shall thereupon become effective and
the articles of incorporation shall thereupon be amended to the extent
provided in the amendment. The articles of incorporation shall not be
amended except in the manner provided in this section. (L. 1977 S.B. 267
§ 7)
1. Except as provided in subsection 2 of this section, the
corporation shall have a board of directors in which all the powers of
the corporation shall be vested and which shall consist of any number of
directors, not less than five, all of whom shall be duly qualified
electors of and taxpayers in the county or municipality; except that, for
any industrial development corporation formed by any municipality located
wholly within any county of the second, third, or fourth classification,
directors may be qualified taxpayers in and registered voters of such
county. The directors shall serve as such without compensation except
that they shall be reimbursed for their actual expenses incurred in and
about the performance of their duties hereunder. The directors shall be
resident taxpayers for at least one year immediately prior to their
appointment. No director shall be an officer or employee of the county or
municipality. All directors shall be appointed by the chief executive
officer of the county or municipality with the advice and consent of a
majority of the governing body of the county or municipality, and in all
counties, other than a city not within a county and counties with a
charter form of government, the appointments shall be made by the county
commission and they shall be so appointed that they shall hold office for
staggered terms. At the time of the appointment of the first board of
directors the governing body of the municipality or county shall divide
the directors into three groups containing as nearly equal whole numbers
as may be possible. The first term of the directors included in the first
group shall be two years, the first term of the directors included in the
second group shall be four years, the first term of the directors in the
third group shall be six years; provided, that if at the expiration of
any term of office of any director a successor thereto shall not have
been appointed, then the director whose term of office shall have expired
shall continue to hold office until a successor shall be appointed by the
chief executive officer of the county or municipality with the advice and
consent of a majority of the governing body of the county or
municipality. The successors shall be resident taxpayers for at least one
year immediately prior to their appointment.
2. A corporation in a county of the third classification without a
township form of government and with more than ten thousand four hundred
but fewer than ten thousand five hundred inhabitants shall have a board
of directors in which all the powers of the corporation shall be vested
and which shall consist of a number of directors not less than the number
of townships in such county. All directors shall be duly qualified
electors of and taxpayers in the county. Each township within the county
shall elect one director to the board. Additional directors may be
elected to the board to succeed directors appointed to the board as of
the effective date of this section* if the number of directors on the
effective date of this section* exceeds the number of townships in the
county. The directors shall serve as such without compensation except
that they shall be reimbursed for their actual expenses incurred in the
performance of their duties. The directors shall be resident taxpayers
for at least one year immediately prior to their election. No director
shall be an officer or employee of the county. Upon the expiration of the
term of office of any director appointed to the board prior to the
effective date of this section*, a director shall be elected to succeed
him or her; provided that if at the expiration of any term of office of
any director a successor thereto shall not have been elected, then the
director whose term of office shall have expired shall continue to hold
office until a successor shall be elected. The successors shall be
resident taxpayers for at least one year immediately prior to their
election. (L. 1977 S.B. 267 § 8, A.L. 1980 H.B. 1582 & 1277, A.L. 2003
H.B. 351, A.L. 2005 H.B. 40 merged with H.B. 58)
*Effective 5-13-05 (H.B. 40) 8-28-05 (H.B. 58)
The corporation is hereby granted and may exercise all powers
necessary or appropriate to carry out and effectuate its purposes,
including but not limited to the following:
(1) To adopt bylaws and rules for the regulation of its affairs and the
conduct of its business;
(2) To adopt an official seal;
(3) To sue and be sued;
(4) To promote and solicit industrial and economic development projects
as authorized by section 349.010 and to make and execute leases,
contracts, releases, compromises and other instruments necessary or
convenient for the exercise of its powers or to carry out its purposes;
(5) To acquire, whether by purchase, exchange, gift, lease or otherwise,
and to improve, maintain, equip and furnish one or more projects,
including all real and personal properties which the board of directors
of the corporation may deem necessary in connection therewith and
regardless of whether or not any such projects shall then be in existence;
(6) To lease to others any of its projects and to charge and collect rent
therefor and to terminate any such lease upon the failure of the lessee
to comply with any of the obligations thereof; and to include in any such
lease, if desired, a provision that the lessee thereof shall have an
option to purchase the project; or
(7) To sell, assign, mortgage, grant a security interest in, exchange,
donate and convey any or all of its properties whenever its board of
directors shall find such action to be in furtherance of the purposes for
which the corporation was organized;
(8) To loan the proceeds of the bonds or temporary notes hereinafter
authorized to provide for the purchase, construction, extension, and
improvement of projects;
(9) To issue bonds and temporary notes as hereinafter provided;
(10) To employ and pay compensation to such employees and agents,
including attorneys, and others of like professional skills and
abilities, as the board of directors shall deem necessary for the
business of the corporation;
(11) To invest any funds not required for immediate disbursement in
obligations of the state of Missouri or of the United States or any
agency or instrumentality thereof, or in bank certificates of deposit;
(12) To acquire by gift or purchase, hold and dispose of real and
personal property in the exercise of its powers and the performance of
its duties hereunder;
(13) To receive and accept appropriations, gifts and grants and to
utilize or dispose of the same to carry out its purposes;
(14) To collect rentals, fees, and other charges in connection with its
services or for the use of any project;
(15) To sell at private sale any of its property or projects to any
private corporation, person, firm, or to any public body, political
subdivision or municipal corporation on such terms as it deems advisable
including the right to receive for such sale the note or notes of any
such person to whom the sale is made. Any such sale shall provide for
payments adequate to pay the principal of and interest and premiums, if
any, on the bonds issued to finance such project or portion thereof. Any
such sale may provide for the construction of the project by the
purchaser of the project. It shall not be necessary for a corporation to
acquire title to any project. (L. 1977 S.B. 267 § 9, A.L. 1980 H.B. 1582
& 1277)
CROSS REFERENCES: Bi-state development agency, bonds of, investment in
authorized, RSMo 70.377 Savings accounts in insured savings and loan
associations, investment in authorized, RSMo 369.194
The general and business corporation law of Missouri, chapter
351, RSMo, shall be applicable to industrial development corporations
organized pursuant to this chapter except that any provision of this
chapter shall take precedence over any provision of chapter 351, RSMo,
which conflicts with it. (L. 1978 S.B. 761 § 349.025)
The corporation may at any time issue revenue bonds for the
purpose of paying any part of the cost of any project or part thereof.
Every issue of its bonds shall be payable out of the property and
revenues of the corporation which may be pledged, assigned, mortgaged, or
in which a security interest is granted for such payment, without
preference or priority of the first bonds issued, subject to any
agreement with the holders of any other bonds pledging any specified
property or revenues. Such bonds shall be authorized by resolution of the
corporation, shall bear such date or dates, and shall mature at such time
or times, but not in excess of forty years, as the resolution shall
specify. Such bonds shall be in such denomination, bear interest at such
rate, be in such form, either coupon or registered, be issued in such
manner, be payable in such place or places and be subject to redemption
as such resolution may provide. The bonds of the corporation may be sold
at either public or private sale, at such price or prices as the
corporation shall determine, but at not less than ninety-five percent of
the principal amount thereof and at an interest rate not in excess of the
maximum rate, if any, applicable to general and business corporations.
(L. 1977 S.B. 267 § 10, A.L. 1980 H.B. 1582 & 1277)
Pending the issuance of bonds, the corporation may issue notes
payable from the proceeds of such bonds or from such other sources as the
corporation may specify as in the case of bonds. Such notes shall mature
in not more than five years and shall be sold at public or private sale
as the corporation may specify at not less than ninety-five percent of
the principal amount thereof and at an interest rate not in excess of the
maximum rate, if any, applicable to general and business corporations.
The other details with respect to such notes shall be determined by the
corporation as in the case of bonds. (L. 1977 S.B. 267 § 11, A.L. 1980
H.B. 1582 & 1277)
The corporation may from time to time issue renewal notes or
refund any bonds by the issuance of refunding bonds, whether the bonds to
be refunded have or have not matured, and to issue bonds partially to
refund bonds then outstanding and partially for any other purpose.
Renewal notes or refunding bonds may be sold at public or private sale
and the proceeds applied to the purchase, redemption, or payment of the
notes or bonds to be refunded. (L. 1977 S.B. 267 § 12)
Any resolution authorizing any notes or bonds may contain such
provisions, covenants and agreements subject to any provisions, covenants
and agreements with the holders of bonds or notes then outstanding as the
corporation determines necessary, such provisions, covenants and
agreements may include but shall not be limited to:
(1) Pledging, assigning, mortgaging, or granting a security interest in
all or any part of the property and revenues of the corporation or any
part thereof, to secure the payment of the notes or bonds or of any issue
thereof;
(2) The use and disposition of the property or revenues of the
corporation or any part thereof;
(3) The fixing of rents, fees and other charges and the pledging of the
same and of the revenues of the corporation so that the same will be
sufficient to pay the cost of operation, maintenance and repair of any
project and the principal of and interest on notes or bonds secured by
the pledge of such revenues;
(4) Establishing reasonable reserves to secure the payment of such notes
and bonds;
(5) Limitations on the issuance of additional notes or bonds and the
terms upon which the same may be issued and secured. (L. 1977 S.B. 267 §
13, A.L. 1980 H.B. 1582 & 1277)
A resolution of the corporation authorizing the issuance of any
notes or bonds or any issue thereof may provide that such notes or bonds
shall be secured by a trust agreement between the corporation and a
corporate trustee, vesting in such trustee such property, rights, powers
and duties in trust as the corporation may determine. Any such trust
agreement may pledge, assign, mortgage, or grant a security interest in
the property in revenues of the corporation, or any part thereof, to
secure payment of any notes or bonds. Any such trust agreement may
contain such provisions for protecting and enforcing the rights and
remedies of the noteholders or bondholders as may be reasonable and
proper, including covenants relating to the acquisition and construction
of projects and the maintenance, repair and operation thereof, the
rentals and other charges to be imposed for the use of any project, the
custody and application of all moneys relating thereto. Such trust
agreement may contain such other provisions as the corporation determines
reasonable and necessary for the security of the noteholders and
bondholders. All expenses incurred in carrying out the provisions of any
such trust agreement may be considered as a part of the cost of the
operation of the project. (L. 1977 S.B. 267 § 14, A.L. 1980 H.B. 1582 &
1277)
Neither the directors of any corporation nor any person
executing the bonds or notes shall be liable personally on the bonds or
notes by reason of the issuance thereof. Bonds and notes issued under
this section by a corporation created by or pursuant to sections 349.010
to 349.100 shall not be a debt of the county, the municipality or the
state and neither the county, the municipality or the state shall be
liable thereon nor in any event shall such notes or bonds be payable out
of any funds or properties other than those acquired for the purposes of
this law, and such bonds and notes shall not constitute an indebtedness
within the meaning of any constitutional or statutory debt limitation or
restriction. (L. 1977 S.B. 267 § 15)
The notes and bonds of the corporation are securities in which
all public officers and bodies of this state and all municipalities and
municipal subdivisions, all insurance companies and associations and
other persons carrying on an insurance business, all banks, trust
companies, savings associations, savings and loan associations,
investment companies, all administrators, guardians, executors, trustees,
and other fiduciaries, and all other persons whatsoever who are now or
may hereafter be authorized to invest in bonds or other obligations of
the state, may properly and legally invest funds, including capital, in
their control or belonging to them. (L. 1977 S.B. 267 § 16)
Projects acquired, constructed, reconstructed, enlarged,
improved, furnished, equipped, maintained, repaired, operated, leased,
financed or sold by the corporation pursuant to sections 349.010 to
349.100 shall be subject to all real and tangible personal property taxes
and assessments of the state of Missouri, and any county, municipality or
any governmental subdivision thereof except hospitals which are exempt
from taxation under article X, section 6 (1) of the Constitution of the
State of Missouri, or other projects which are exempted or relieved from
such real property taxes and assessments pursuant to any constitutional
or statutory provision. Bonds and notes of the corporation are declared
to be issued for an essential public and governmental purpose and to be
public instrumentalities, and interest thereon and income therefrom shall
be exempt from taxation except for death and gift taxes on transfers. (L.
1977 S.B. 267 § 17, A.L. 1984 S.B. 434, A.L. 1985 S.B. 282)
Upon termination or dissolution, all rights and properties of
the corporation shall pass to and be vested in the county or municipality
of incorporation, subject to the rights of bondholders, noteholders, and
other creditors. Except that no county or municipality nor the citizens
thereof shall be subject to any tax assessment or financial liability to
any bondholder, noteholder and any other creditor nor shall any county or
municipality be permitted to expend any public moneys for the payment of
any indebtedness of bonds, notes, or any other claims by creditors of any
nature. Any and all indebtedness, whether by bond, note or any creditor
claim, shall be paid exclusively from the revenues, if any, from such
terminated or dissolved corporation. (L. 1977 S.B. 267 § 18)
Nothing herein contained shall impair or affect the power or
jurisdiction of the municipality, county, township, or school districts
in which the corporations organized hereunder are located, and such
corporations shall conform to applicable regulations of any governmental
authority having jurisdiction therein. (L. 1977 S.B. 267 § 19)
No later than January thirty-first of each year, the issuing
authority shall file a report with the department of economic development
on the previous year's issuances, which report shall contain only the
following information:
(1) The name and address of the issuing entity;
(2) The name, address, age, and type of business of the beneficiary firm;
(3) The amount, term, interest rate, and date of issuance of the bonds
issued;
(4) The name and address of the underwriter, if any, of such bonds;
(5) A copy of the guaranty instrument, if any;
(6) The size, by assets and previous year's sales, and the current number
of employees, of the beneficiary firm;
(7) A copy of the preliminary official statement used when offering the
bonds for sale;
(8) The estimated number of new jobs to be generated by the proposed
project;
(9) A list of the use of bond proceeds, including whether the purpose of
the project and the funds generated by the issuance of such bonds is to
open a new business, build a branch plant, expand an existing facility or
acquire an existing business;
(10) The estimated total cost of the project. (L. 1982 H.B. 1411 & 1587,
A.L. 1983 S.B. 316)
Effective 6-22-83
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