reglab/housing_qa huggingface dataset:
MO Rev Stat § 351.865 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.865 - Extraordinary relief — dissolution.

Effective - 28 Aug 1990   351.865. Extraordinary relief — dissolution. — 1. The court may dissolve the corporation if it finds:  (1) There are one or more grounds for judicial dissolution under section 351.494; or  (2) All other relief ordered by the court under section 351.855 or 351.860 has failed to resolve the matters in dispute.  2. In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.870 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.870 - Definitions.

Effective - 28 Aug 1990   351.870. Definitions. — In sections 351.870 to 351.930:  (1) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder;  (2) "Corporation" means a statutory close corporation at the time the corporate action is taken and which is the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or consolidation of that issuer;  (3) "Dissenter" means a shareholder who is entitled to dissent from corporate action under section 351.875 and who exercises that right when and in the manner required by sections 351.885 to 351.925;  (4) "Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable;  (5) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation;  (6) "Shareholder" means the record shareholder or the beneficial shareholder. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.875 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.875 - Grounds for shareholder dissent.

Effective - 28 Aug 1990   351.875. Grounds for shareholder dissent. — 1. A shareholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions:  (1) Consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by law or the articles of incorporation and the shareholder is entitled to vote on the merger; or if the corporation is a subsidiary that is merged with its parent under the provisions of section 351.447;  (2) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;  (3) An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's share because it:  (a) Alters or abolishes a preferential right of the shares;  (b) Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares;  (c) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; or  (d) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or  (4) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.  2. A shareholder entitled to dissent and obtain payment for his shares under sections 351.870 to 351.930 may not challenge the corporate action creating his entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.880 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.880 - Rights of partial dissenter.

Effective - 28 Aug 1990   351.880. Rights of partial dissenter. — 1. A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders.  2. A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if:  (1) He submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and  (2) He does so with respect to all shares of which he is the beneficial shareholder or over which he has power to direct the vote. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.885 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.885 - Meeting notice to state shareholder may be entitled to assert dissenters' rights.

Effective - 28 Aug 1990   351.885. Meeting notice to state shareholder may be entitled to assert dissenters' rights. — 1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders are or may be entitled to assert dissenters' rights under sections 351.870 to 351.930 and be accompanied by a copy of sections 351.870 to 351.930.  2. If corporate action creating dissenters' rights under section 351.875 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 351.895. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.890 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.890 - Written notice of intent to demand payment for shares.

Effective - 28 Aug 1990   351.890. Written notice of intent to demand payment for shares. — 1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights shall deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated, and shall not vote his shares in favor of the proposed action.  2. A shareholder who does not satisfy the requirements of subsection 1 of this section is not entitled to payment for his shares under sections 351.870 to 351.930. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.895 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.895 - Written dissenters' notice — contents.

Effective - 28 Aug 1990   351.895. Written dissenters' notice — contents. — 1. If proposed corporation* action creating dissenters' rights under section 351.875 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 351.890.  2. The dissenters' notice shall be sent no later than ten days after approval by the shareholders, or if the corporate action was taken without approval of the shareholders, then ten days after the corporate action was taken. The dissenters' notice shall:  (1) State where the payment demand shall be sent and where and when certificates for certificated shares shall be deposited;  (2) Inform holders of uncertificated shares to what extent transfer of the shares shall be restricted after the payment demand is received;  (3) Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not he acquired beneficial ownership of the shares before that date;  (4) Set a date by which the corporation shall receive the payment demand and when certificates for uncertificated shares shall be deposited, neither of which dates may be fewer than thirty nor more than sixty days after the date the notice provided for in subsection 1 of this section is delivered; and  (5) Be accompanied by a copy of sections 351.870 to 351.930. ­­-------- (L. 1990 H.B. 1432)  *Word "corporation" appears in original rolls.
MO Rev Stat § 351.900 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.900 - Shareholder to demand payment and deposit certificates.

Effective - 28 Aug 1990   351.900. Shareholder to demand payment and deposit certificates. — 1. A shareholder sent a dissenters' notice described in section 351.895 shall demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 351.895, and deposit his certificates in accordance with the terms of the notice.  2. The shareholder who demands payment and deposits his share certificates under this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.  3. A shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under sections 351.870 to 351.930. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.905 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.905 - Restricted transfer of uncertificated shares.

Effective - 28 Aug 1990   351.905. Restricted transfer of uncertificated shares. — 1. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 351.915.  2. The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.910 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.910 - Payment for fair value of shares.

Effective - 28 Aug 1990   351.910. Payment for fair value of shares. — 1. Except as provided in section 351.920, immediately following the later of the effective date of the corporate action creating the dissenters' rights, or receipt of a payment demand, the corporation shall pay each dissenter who complied with section 351.900 the amount the corporation estimates to be the fair value of his shares.  2. The payment shall be accompanied by:  (1) The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the effective date of the corporate action creating the dissenters' rights, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;  (2) A statement of the corporations' estimate of the fair value of the shares;  (3) A statement of the dissenters' right to demand payment under section 351.925; and  (4) A copy of sections 351.870 to 351.930. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.915 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.915 - Time period — release of transfer restrictions.

Effective - 28 Aug 1990   351.915. Time period — release of transfer restrictions. — 1. If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.  2. If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it shall send a new dissenters' notice under section 351.895 and repeat the payment demand procedure. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.920 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.920 - Withholding of payment from dissenter — grounds.

Effective - 28 Aug 1990   351.920. Withholding of payment from dissenter — grounds. — 1. A corporation may elect to withhold payment required by section 351.910 from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to the shareholders of the terms of the proposed corporate action.  2. To the extent the corporation elects to withhold payment under subsection 1 of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares and a statement of the dissenters' right to demand payment under section 351.925. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.925 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.925 - Right to demand payment — notification of fair value.

Effective - 28 Aug 1990   351.925. Right to demand payment — notification of fair value. — 1. A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and demand payment of his estimate, less any payment under section 351.910, or reject the corporation's offer under section 351.920 and demand payment of the fair value of his shares due, if:  (1) The dissenter believes that the amount paid under section 351.910 or offered under section 351.920 is less than the fair value of his shares;  (2) The corporation fails to make payment under section 351.910 within sixty days after the date set for demanding payment; or  (3) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment.  2. A dissenter waives his right to demand payment under this section unless he notifies the corporation of his demand in writing under subsection 1 of this section within thirty days after the corporation made or offered payment for his shares. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.930 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.930 - Proceeding to determine fair value of shares.

Effective - 28 Aug 1990   351.930. Proceeding to determine fair value of shares. — 1. If a demand for payment under section 351.925 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.  2. The corporation shall commence the proceeding in a court of competent jurisdiction located in the county where the corporation's principal office, or, if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in the state where the registered office of the domestic corporation merged with, or whose shares were acquired by the foreign corporation, was located.  3. The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.  4. The jurisdiction of the court in which the proceeding is commenced under subsection 2 of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.  5. Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his shares exceeds the amount paid by the corporation, or for the fair value of his after-acquired shares for which the corporation elected to withhold payment under section 351.920. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.935 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.935 - Participation in administrative proceedings.

Effective - 13 Jul 1990   351.935. Participation in administrative proceedings. — 1. A corporation is hereby empowered to participate in an administrative proceeding through an employee designated by the corporation to act on behalf of the corporation, whether or not such employee is an attorney, provided such action is authorized by rules or regulations of the administrative agency. Unless an attorney licensed in this state, such an employee may not file a brief, make other legal argument, offer legal advice, or cross-examine witnesses at the hearing.  2. The provisions of this act* shall be severable pursuant to section 1.140. ­­-------- (L. 1990 H.B. 1432 §§ 1, 2)  Effective 7-13-90  *"This act" (H.B. 1432, 1990) contained numerous sections. Consult Disposition of Sections table for definitive a listing.
MO Rev Stat § 351.1000 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1000 - Citation of law.

Effective - 28 Aug 2011   351.1000. Citation of law. — Sections 351.1000 to 351.1228 shall be known and may be cited as the "Missouri Cooperative Associations Act". Any cooperative formed under sections 351.1000 to 351.1228 shall not be subject to the provisions regarding cooperative associations found under sections 357.010 to 357.190, and cooperative associations formed under sections 357.010 to 357.190 shall not be subject to the provisions hereunder. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1006 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1006 - Formation and organization authorized.

Effective - 28 Aug 2011   351.1006. Formation and organization authorized. — A cooperative may be formed and organized under sections 351.1000 to 351.1228 and may conduct or promote any lawful business or purpose for the mutual welfare of its members within or without this state, which may include:  (1) Providing, directly or indirectly, products, supplies, advertising, and marketing programs, or other services to such cooperative's members, and acting as the cooperative members' agent in the negotiation for and procurement of such products, supplies, programs, or services;  (2) Marketing, processing, or otherwise changing the form or marketability of products, supplies, programs, or services, either directly or indirectly; manufacturing and further processing of such products, supplies, programs, or services; other purposes that are necessary or convenient to facilitate the production, distribution or marketing of products, supplies, programs, or services by patron members and others; and other purposes that are related to the business of the cooperative;  (3) Any other lawful purpose that aids, assists, or is beneficial to the cooperative; and  (4) Any other lawful purpose. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1009 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1009 - Authorized officer or director required, when — bylaws and board — organizational meeting.

Effective - 28 Aug 2011   351.1009. Authorized officer or director required, when — bylaws and board — organizational meeting. — 1. A cooperative may be organized by one or more persons. If any organizer shall be a business entity, then such organizer shall be represented by an authorized officer or director of such business entity who shall execute any documents on the organizer's behalf. The organizer or organizers forming the cooperative need not be members of the cooperative.  2. If the persons constituting the first board are not named in the articles, then the organizer or organizers, by majority vote at a meeting or by unanimous written consent, shall have the power to adopt the bylaws and name the persons to serve as the first directors of the board.  3. As soon as convenient after the first board has been named, an organizational meeting of the board shall be held within or without this state at the call of a majority of the directors for the purposes of electing officers, adopting bylaws if not previously adopted by the organizers, and performing any other acts to finalize the cooperative's organization and transact any other business as may come before the board at a meeting. ­­-------- (L. 2011 S.B. 366)