reglab/housing_qa huggingface dataset:
MO Rev Stat § 351.300 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.300 - Fractional shares, how issued.

Effective - 28 Aug 2000   351.300. Fractional shares, how issued. — A corporation may issue fractions of a share and it may issue a certificate for a fractional share, or, by action of its board of directors, may in lieu thereof pay cash equal to the value of such fractional share, or issue scrip or other evidence of ownership which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or other evidence of ownership aggregating a full share. A certificate for a fractional share shall (but scrip or other evidence of ownership shall not, unless otherwise provided by resolution of the board of directors) entitle the holder to all of the rights of a shareholder, including without limitation the right to exercise any voting right, or to receive dividends thereon or to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause such scrip or evidence of ownership (other than a certificate for a fractional share) to be issued subject to the condition that it shall become void if not exchanged for share certificates before a specified date, or subject to the condition that the shares for which such scrip or evidence of ownership is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip or evidence of ownership, or subject to any other conditions which the board of directors may deem advisable. ­­-------- (L. 1943 p. 410 § 23, A.L. 1975 S.B. 14, A.L. 2000 S.B. 896)
MO Rev Stat § 351.305 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.305 - Preemptive right of shareholder to acquire additional shares, limited, how.

Effective - 28 Aug 1943   351.305. Preemptive right of shareholder to acquire additional shares, limited, how. — The preemptive right of a shareholder to acquire additional shares of a corporation may be limited or denied to the extent provided in the articles of incorporation. ­­-------- (L. 1943 p. 410 § 25)
MO Rev Stat § 351.310 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.310 - Board of directors, powers, qualifications, compensation.

Effective - 28 Aug 1975   351.310. Board of directors, powers, qualifications, compensation. — The property and business of a corporation shall be controlled and managed by a board of directors. Qualifications of directors may be prescribed in the articles of incorporation, or in the bylaws. The compensation of the directors may be set by the board of directors unless otherwise provided in the articles of incorporation or the bylaws. ­­-------- (RSMo 1939 § 5346, A.L. 1943 p. 410 § 36, A.L. 1965 p. 532, A.L. 1975 S.B. 14)  Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347  CROSS REFERENCE:  Representative actions by shareholders to enforce corporation's rights, RSMo 507.070  (1961) Where corporation whose sole asset was a fifty-six acre tract of land equipped as a golf and country club leased the same to another corporation which operated a country club, the renewal of the lease for a period of five years made by the board of directors was a valid exercise of the power vested in them and not a disposition of all of the corporate assets. Santa Fe Hills Golf and Country Club v. Safehi Realty Company (Mo.), 349 S.W.2d 27.
MO Rev Stat § 351.317 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.317 - Directors of corporations, removal of, when, how.

Effective - 28 Aug 1983   351.317. Directors of corporations, removal of, when, how. — Any director of the corporation may be removed for cause by action of a majority of the entire board of directors if the director to be removed shall, at the time of removal, fail to meet the qualifications stated in the articles of incorporation or bylaws for election as a director or shall be in breach of any agreement between such director and the corporation relating to such director's services as a director or employee of the corporation. Notice of the proposed removal shall be given to all directors of the corporation prior to action thereon. ­­-------- (L. 1983 S.B. 367)
MO Rev Stat § 351.320 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.320 - Board vacancy, how filled.

Effective - 28 Aug 2003   351.320. Board vacancy, how filled. — 1. Unless otherwise provided in the articles of incorporation or bylaws of the corporation, vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the board of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, until the next election of directors by the shareholders of the corporation; except that, if shareholders elect directors by class pursuant to section 351.315, a director elected by the board pursuant to this section to fill a vacancy or to a newly created directorship need not be presented for election by shareholders until the class to which the director has been so elected by the board is presented for election by the shareholders.  2. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the articles of incorporation, vacancies and newly created directorships with respect to such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office. ­­-------- (RSMo 1939 § 5346, A.L. 1943 p. 410 § 38, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2003 S.B. 394)  Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347
MO Rev Stat § 351.323 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.323 - Provisional director appointed by court, when — qualifications, compensation, powers, removal.

Effective - 28 Aug 1999   351.323. Provisional director appointed by court, when — qualifications, compensation, powers, removal. — 1. If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so that there is danger that its property and business will be impaired and lost, the circuit court of the county where the principal office of the corporation is located may, notwithstanding any provisions of the articles or bylaws of the corporation and whether or not an action is pending for an involuntary winding up or dissolution of the corporation, appoint a provisional director pursuant to this section. Action for the appointment may be filed by one-half of the directors or by the holders of not less than thirty-three and one-third percent of the outstanding shares.  2. The provisional director shall be an impartial person, who is neither a shareholder nor a creditor of the corporation, nor related by consanguinity or affinity within the third degree to any of the other directors or officers of the corporation, or to any judge of the court by which he is appointed. The provisional director shall have all the rights and powers of a director, and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings, until the deadlock in the board of directors is broken or until he is removed by order of the court or by vote or written consent of the holders of a majority of the voting shares. He shall be entitled to receive such compensation as may be agreed upon between him and the corporation, and in the absence of such agreement he shall be entitled to such compensation as shall be fixed by the court. The court shall remove such provisional director upon the request of one-half of the other directors or by the holders of not less than thirty-three and one-third percent of the outstanding shares if such provisional director has served for three or more years and the deadlock in the board of directors has not been broken.  3. The shareholders or directors of a corporation, and such corporation, shall be considered to be deadlocked within the meaning of section 351.494 and any and all other provisions of this chapter, notwithstanding the appointment of a provisional director pursuant to this section, if such shareholders, directors or corporation would otherwise be deadlocked but for the appointment of such director. ­­-------- (L. 1959 H.B. 88, A.L. 1997 S.B. 197, A.L. 1999 S.B. 278)
MO Rev Stat § 351.325 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.325 - Board, quorum.

Effective - 28 Aug 1979   351.325. Board, quorum. — A majority of the full board of directors shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws. ­­-------- (RSMo 1939 § 5033, A.L. 1943 p. 410 § 39, A.L. 1979 S.B. 216)  Prior revisions: 1929 § 4558; 1919 § 9752; 1909 § 2992
MO Rev Stat § 351.327 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.327 - Financial interest of corporate officers, effect on contracts with corporations — directors setting their own compensation not a conflict of interest, exception.

Effective - 28 Aug 1998   351.327. Financial interest of corporate officers, effect on contracts with corporations — directors setting their own compensation not a conflict of interest, exception. — 1. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:  (1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or committee, and the board of directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or  (2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or  (3) The contract or transaction is fair as to the corporation as of the time it is authorized or approved by the board of directors, a committee thereof, or the shareholders.  2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee which authorizes the contract or transaction.  3. Unless otherwise provided in the articles of incorporation or the bylaws, the setting of the compensation of directors for services in any capacity by the board of directors pursuant to section 351.310 shall not be deemed to involve a conflict of interest.  4. The intent of this section is not only to provide against the voiding or voidability of a contract or transaction, but rather to set forth as well the substantive law on the methods by which a conflict transaction may be regularized to become an arms length transaction. ­­-------- (L. 1983 S.B. 367, A.L. 1998 S.B. 680)
MO Rev Stat § 351.330 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.330 - Two or more directors shall constitute committee, when.

Effective - 28 Aug 1983   351.330. Two or more directors shall constitute committee, when. — If the bylaws so provide, the board of directors, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute a committee. Each such committee, to the extent provided in the resolution or in the bylaws of the corporation, shall have and exercise all of the authority of the board of directors in the management of the corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by this chapter. ­­-------- (L. 1943 p. 410 § 40, A.L. 1983 S.B. 367)
MO Rev Stat § 351.335 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.335 - Board meetings, where and how held.

Effective - 28 Aug 1975   351.335. Board meetings, where and how held. — Unless otherwise provided in the articles of incorporation or bylaws of the corporation, (1) meetings of the board of directors or of any committee designated by the board of directors may be held at any place either within or without this state, and (2) members of the board of directors or of any committee designated by the board of directors may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. ­­-------- (RSMo 1939 § 5033, A.L. 1943 p. 410 § 41, A.L. 1975 S.B. 14)  Prior revisions: 1929 § 4558; 1919 § 9752; 1909 § 2992
MO Rev Stat § 351.340 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.340 - Board meetings, where and how held.

Effective - 28 Aug 2011   351.340. Board meetings, where and how held. — 1. Regular meetings of the board of directors may be held with or without notice as the bylaws may prescribe. Special meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.  2. Any action which is required to be or may be taken at a meeting of the directors, or of the executive committee or any other committee of the directors, may be taken without a meeting if, setting forth the action so taken, all of the members of the board or of the committee, as the case may be, consent thereto in writing or by electronic transmission. The consents shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document filed under this chapter. The secretary shall file the writing or writings or electronic transmission or transmissions with the minutes of the meetings of the board of directors or of the committee as the case may be. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. "Electronic transmission" for purposes of this section shall be as defined in subdivision (2) of subsection 5 of section 351.245. ­­-------- (L. 1943 p. 410 § 42, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115, A.L. 2011 H.B. 111)
MO Rev Stat § 351.345 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.345 - Liability of directors.

Effective - 28 Aug 1943   351.345. Liability of directors. — In addition to any other liabilities imposed by law upon directors of a corporation, the directors of a corporation who shall knowingly declare and pay any dividend except as permitted by and in accordance with the provisions of sections 351.210 and 351.220, and except, with respect to liquidating dividends, as permitted by, and in accordance with the provisions of this chapter in connection with reduction of stated capital or with dissolution, shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be thereafter contracted as long as they shall respectively continue in office; provided, that the amount for which they shall be liable shall not exceed the amount of such dividend, and that if any of the directors shall be absent at the time of making the dividend, or shall object thereto, and shall file their objection, in writing, with the secretary of the corporation, they shall be exempted from said liability; and further provided that a director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and earnings of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid. ­­-------- (RSMo 1939 §§ 5045, 5347, A.L. 1943 p. 410 § 44)  Prior revisions: 1929 §§ 4569, 4942; 1919 §§ 9761, 10153; 1909 §§ 3002, 3348
MO Rev Stat § 351.347 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.347 - Acquisition proposals, board may make recommendation.

Effective - 28 Aug 1989   351.347. Acquisition proposals, board may make recommendation. — 1. In exercising its business judgment concerning any acquisition proposal, as defined in subsection 2 of this section, the board of directors of the corporation may consider the following factors, among others:  (1) The consideration being offered in the acquisition proposal in relation to the board's estimate of:  (a) The current value of the corporation in a freely negotiated sale of either the corporation by merger, consolidation or otherwise, or all or substantially all of the corporation's assets;  (b) The current value of the corporation if orderly liquidated;  (c) The future value of the corporation over a period of years as an independent entity discounted to current value;  (2) Then existing political, economic and other factors bearing on security prices generally or the current market value of the corporation's securities in particular;  (3) Whether the acquisition proposal might violate federal, state or local laws;  (4) Social, legal and economic effects on employees, suppliers, customers and others having similar relationships with the corporation, and the communities in which the corporation conducts its businesses;  (5) The financial condition and earning prospects of the person making the acquisition proposal including the person's ability to service its debt and other existing or likely financial obligations;  (6) The competence, experience and integrity of the person making the acquisition proposal.  2. "Acquisition proposal" means any proposal of any person:  (1) For a tender offer, exchange offer, or other comparable offer for any equity security of the corporation;  (2) To merge or consolidate the corporation with another corporation; or  (3) To purchase or otherwise acquire all or a substantial part of the assets of the corporation.  3. Nothing in this section shall require any director or corporation to respond to any particular acquisition proposal nor preclude directors, in exercising their business judgment in other contexts, from considering factors such as those enumerated in subsection 1 of this section. ­­-------- (L. 1986 S.B. 565, A.L. 1989 S.B. 141)
MO Rev Stat § 351.360 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.360 - Officers — how chosen — powers and duties.

Effective - 28 Aug 2019, 2 histories   351.360. Officers — how chosen — powers and duties. — 1. Every corporation organized under this chapter shall have a president and a secretary, who shall be chosen by the directors, and such other officers and agents as shall be prescribed by the bylaws of the corporation. Unless the articles of incorporation or bylaws otherwise provide, any two or more offices may be held by the same person and the offices of president, chief executive officer, and chairman of the board of directors may each be held by different persons.  2. All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the property and affairs of the corporation as may be provided in the bylaws, or, in the absence of such provision, as may be determined by resolution of the board of directors.  3. Any act required or permitted by any of the provisions of this chapter to be done by the president of the corporation may be done instead by the chairman of the board of directors, if any, of the corporation if the chairman of the board has previously been designated by the board of directors or in the bylaws to be the chief executive officer of the corporation, or to have the powers of the chief executive officer coextensively with the president, and such designation has been filed in writing with the secretary of state and such notice attested to by the secretary of the corporation. ­­-------- (RSMo 1939 § 5008, A.L. 1943 p. 410 § 46, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115, A.L. 1979 S.B. 216, A.L. 2019 H.B. 959)  Prior revisions: 1929 § 4537; 1919 § 9733; 1909 § 2974
MO Rev Stat § 351.365 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.365 - Removal of officer or agent, when.

Effective - 28 Aug 1943   351.365. Removal of officer or agent, when. — Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. ­­-------- (L. 1943 p. 410 § 47)