reglab/housing_qa huggingface dataset:
MO Rev Stat § 355.586 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.586 - Effect of amendment.

Effective - 01 Jul 1995   355.586. Effect of amendment. — An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.591 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.591 - Amendment by incorporators, directors.

Effective - 01 Jul 1995   355.591. Amendment by incorporators, directors. — If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to section 355.606. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with subsection 3 of section 355.386. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.596 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.596 - Amendment by directors and members.

Effective - 01 Jul 2000   355.596. Amendment by directors and members. — 1. Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2 of this section, or the board of directors acting pursuant to subsection 3 of this section, require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted must be approved:  (1) By the board if the corporation is a public benefit corporation, other than a church or a convention or association of churches as described in subsection 6 of this section, and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;  (2) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and  (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 355.606.  2. The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.  3. If the board initiates an amendment to the bylaws or board approval is required by subsection 1 of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.  4. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 355.251. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.  5. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.  6. An amendment to the bylaws of a public benefit corporation, which is a church or a convention or association of churches, to be adopted must be approved:  (1) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and  (2) In writing by any person or persons whose approval is required by a provision of the bylaws authorized by section 355.606. ­­-------- (L. 1994 H.B. 1095, A.L. 2000 H.B. 1808)  Effective 7-01-00
MO Rev Stat § 355.601 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.601 - Class voting by members on amendments.

Effective - 01 Jul 1995   355.601. Class voting by members on amendments. — 1. Except as otherwise provided in this section the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.  2. The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:  (1) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;  (2) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;  (3) Increase or decrease the number of memberships authorized for that class;  (4) Increase the number of memberships authorized for another class;  (5) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or  (6) Authorize a new class of memberships.  3. The members of a class of a public benefit corporation which is a church or convention or association of churches are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.  4. If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.  5. If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.  6. A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.606 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.606 - Approval of amendments.

Effective - 01 Jul 1995   355.606. Approval of amendments. — The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.611 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.611 - Amendment terminating members or classes.

Effective - 01 Jul 1995   355.611. Amendment terminating members or classes. — 1. Any amendment to the articles or bylaws of a public benefit corporation other than a church or convention or association of churches or a mutual benefit corporation which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of this chapter and this section.  2. Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.  3. After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to five hundred words opposing the proposed amendment if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such amendment to the members for their approval. In a public benefit corporation other than a church or convention or association of churches the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation.  4. Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.  5. The provisions of section 355.211 shall not apply to any amendment meeting the requirements of this chapter and this section. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.616 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.616 - Plan of merger, approval.

Effective - 01 Jul 1995   355.616. Plan of merger, approval. — 1. Subject to the limitations set forth in section 355.621, one or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 355.626.  2. The plan of merger must set forth:  (1) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;  (2) The terms and conditions of the planned merger;  (3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and  (4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or in part.  3. The plan of merger may set forth:  (1) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and  (2) Other provisions relating to the planned merger. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.621 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.621 - Limitations upon mergers, certain companies.

Effective - 01 Jul 1995   355.621. Limitations upon mergers, certain companies. — 1. Without the prior approval of the circuit court having jurisdiction in the county where the registered office in this state of any domestic corporation which is a party to the merger is located, a public benefit corporation may merge with the following in a proceeding of which the attorney general has been given written notice:  (1) A public benefit corporation;  (2) A foreign corporation which would qualify under this chapter as a public benefit corporation;  (3) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger; or  (4) A business or mutual benefit corporation, provided that:  (a) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subdivisions (5) and (6) of subsection 1 of section 355.691 had it dissolved;  (b) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and  (c) The merger is approved by a majority of directors of the public benefit corporation who are not and will not become members or shareholders in, or officers, employees, agents or consultants of, the surviving corporation.  2. At least twenty days before consummation of any merger of a public benefit corporation, pursuant to subdivision (4) of subsection 1 of this section, notice, including a copy of the proposed plan of merger, and, if applicable, evidence of proposed compliance with that subdivision, must be delivered to the attorney general.  3. Without the prior approval of the circuit court having jurisdiction in the county where the registered office in this state of any domestic corporation which is a party to the merger is located, in a proceeding in which the attorney general has been given notice, no member of a public benefit corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit corporation. The court shall approve the transaction if it is in the public interest. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.631 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.631 - Articles of merger.

Effective - 28 Aug 2004   355.631. Articles of merger. — 1. After a plan of merger is approved by the board of directors, shareholders, and if required by section 355.626, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth:  (1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is herein designated as "the surviving corporation";  (2) The plan of merger;  (3) If approval by members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;  (4) If approval by members was required:  (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and  (b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;  (5) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (3) of subsection 1 of section 355.626, a statement that the approval was obtained;  (6) If approval by shareholders was required, then a statement as to the manner and basis of converting the shares of each merging corporation into cash, property, memberships or other securities or obligations of the surviving corporation, or, if any shares of any merging corporation are not to be converted solely into cash, property, memberships or other securities or obligations of the surviving corporation, into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation;  (7) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger.  2. The articles of merger shall be executed in duplicate by each nonprofit or business corporation as follows:  (1) Signed as provided in subdivision (1) of subsection 6 of section 355.011 for nonprofit corporations;  (2) Signed as provided in section 351.430 for business corporations. ­­-------- (L. 1994 H.B. 1095, A.L. 2004 H.B. 1664)
MO Rev Stat § 355.636 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.636 - Effect of merger.

Effective - 01 Jul 1995   355.636. Effect of merger. — When a merger takes effect:  (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;  (2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;  (3) The surviving corporation has all liabilities and obligations of each corporation party to the merger;  (4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and  (5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.641 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.641 - Merger with foreign corporation.

Effective - 01 Jul 1995   355.641. Merger with foreign corporation. — 1. Except as provided in section 355.621, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:  (1) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;  (2) The foreign corporation complies with section 355.631 if it is the surviving corporation of the merger; and  (3) Each domestic nonprofit corporation complies with the applicable provisions of sections 355.616 to 355.626 and, if it is the surviving corporation of the merger, with section 355.631.  2. Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it unless the foreign business or nonprofit corporation has qualified to do business in Missouri so that it will have already designated a registered agent. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.646 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.646 - Donations inure to surviving corporation.

Effective - 01 Jul 1995   355.646. Donations inure to surviving corporation. — Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.651 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.651 - Sale, encumbrance of property.

Effective - 01 Jul 1995   355.651. Sale, encumbrance of property. — 1. A corporation may on the terms and conditions and for the consideration determined by the board of directors:  (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or  (2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.  2. Unless the articles require it, approval of the members or any other person of a transaction described in subsection 1 of this section is not required. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.661 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.661 - Prohibited and authorized distributions.

Effective - 28 Aug 2000   355.661. Prohibited and authorized distributions. — 1. Except as authorized by subsections 2, 3 and 4 of this section, a corporation shall not make any distributions.  2. A mutual benefit corporation may purchase its memberships if after the purchase is completed:  (1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and  (2) The corporation's total assets would at least equal the sum of its total liabilities.  3. Corporations may make distributions upon dissolution in conformity with sections 355.666 to 355.746.  4. Business entities established for the purpose of providing insurance pursuant to sections 537.620 and 537.635 may make distributions in conformity with those sections. ­­-------- (L. 1994 H.B. 1095, A.L. 2000 H.B. 1544)
MO Rev Stat § 355.666 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.666 - Dissolution, articles of, notice, plan.

Effective - 01 Jul 1995   355.666. Dissolution, articles of, notice, plan. — 1. A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.  2. The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with subsection 3 of section 355.386. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.  3. The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95