reglab/housing_qa huggingface dataset:
MO Rev Stat § 355.306 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.306 - Corporation's acceptance of vote, effect.

Effective - 01 Jul 1995   355.306. Corporation's acceptance of vote, effect. — 1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.  2. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:  (1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;  (2) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;  (3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; and  (4) In the case of a mutual benefit corporation:  (a) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;  (b) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.  3. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.  4. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.  5. Corporation action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.316 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.316 - Requirement for, duties of board — name of board, permissible alternatives.

Effective - 28 Aug 1997   355.316. Requirement for, duties of board — name of board, permissible alternatives. — 1. Each corporation shall have a board of directors, which may also be called a board of trustees, a board of regents or a board of overseers.  2. Except as provided in this chapter, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.  3. Any corporation established pursuant to this chapter before August 28, 1997, may use the term "board of curators" as the name of the not-for-profit corporation's board of directors. ­­-------- (L. 1994 H.B. 1095, A.L. 1997 H.B. 250)
MO Rev Stat § 355.321 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.321 - Directors' qualifications.

Effective - 01 Jul 1995   355.321. Directors' qualifications. — 1. All directors must be natural persons. The articles or bylaws may prescribe other qualifications for directors.  2. A board of directors must consist of three or more persons, with the number specified in or fixed in accordance with the articles or bylaws.  3. The number of directors may be increased or decreased, but to no fewer than three, from time to time by amendment to or in the manner prescribed in the articles or bylaws. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.326 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.326 - Election, designation of members.

Effective - 01 Jul 1995   355.326. Election, designation of members. — 1. If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.  2. If the corporation does not have members, all the directors, except the initial directors, shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors, other than the initial directors, shall be elected by the board. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.331 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.331 - Terms of directors, generally.

Effective - 28 Aug 2003   355.331. Terms of directors, generally. — 1. The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed six years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one year. Directors may be elected for successive terms.  2. A decrease in the number of directors or term of office does not shorten an incumbent director's term.  3. Except as provided in the articles or bylaws:  (1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and  (2) The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.  4. Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. ­­-------- (L. 1994 H.B. 1095, A.L. 1996 S.B. 768, A.L. 2003 S.B. 463)
MO Rev Stat § 355.336 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.336 - Staggered terms of directors.

Effective - 01 Jul 1995   355.336. Staggered terms of directors. — The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.341 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.341 - Resignation of directors.

Effective - 01 Jul 1995   355.341. Resignation of directors. — 1. A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.  2. Unless otherwise stated in the bylaws or articles of incorporation, a resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.346 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.346 - Removal of directors.

Effective - 01 Jul 1995   355.346. Removal of directors. — 1. The members may, without cause, remove one or more directors elected by them.  2. If a director is elected by a class, chapter or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.  3. Except as provided in subsection 9 of this section, a director may be removed under subsection 1 of this section or subsection 2 of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.  4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.  5. A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.  6. In computing whether a director is protected from removal under subsection 2, 3 or 4 of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.  7. An entire board of directors may be removed under the provisions of subsections 1 to 5 of this section.  8. A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws; but a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.  9. If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.351 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.351 - Removal of appointed directors.

Effective - 01 Jul 1995   355.351. Removal of appointed directors. — 1. A director may be removed by an amendment to the articles or bylaws deleting or changing the designation.  2. Appointed directors:  (1) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;  (2) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary;  (3) A removal is effective when the notice is delivered unless the notice specifies a future effective date. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.356 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.356 - Removal of director by court.

Effective - 01 Jul 1995   355.356. Removal of director by court. — 1. The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class, or the attorney general in the case of a public benefit corporation if the court finds that:  (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in sections 355.416 to 355.426; and  (2) Removal is in the best interest of the corporation.  2. The court that removes a director may bar the director from serving on the board for a period prescribed by the court.  3. If members or the attorney general commence a proceeding under subsection 1 of this section, the corporation shall be made a party defendant.  4. If a public benefit corporation or its members commence a proceeding under subsection 1 of this section, they shall give the attorney general written notice of the proceeding. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.361 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.361 - Vacancy on board.

Effective - 01 Jul 1995   355.361. Vacancy on board. — 1. Unless the articles or bylaws provide otherwise, and except as provided in subsection 2 of this section and subsection 3 of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:  (1) The members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter or other organization unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;  (2) The board of directors may fill the vacancy; or  (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.  2. Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.  3. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.  4. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection 2 of section 355.341 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.366 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.366 - Compensation of directors.

Effective - 01 Jul 1995   355.366. Compensation of directors. — Unless the articles or bylaws provide otherwise, the directors may not be compensated for their services as such. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.376 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.376 - Regular and special meetings.

Effective - 01 Jul 1995   355.376. Regular and special meetings. — 1. If the time and place of a directors' meeting are fixed by the bylaws, or the board meets at regular intervals, the meetings are regular meetings. All other meetings are special meetings.  2. A board of directors may hold regular or special meetings in or out of this state.  3. Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.381 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.381 - Action without meeting.

Effective - 01 Jul 1995   355.381. Action without meeting. — 1. Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.  2. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.  3. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.386 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.386 - Call and notice of meetings.

Effective - 01 Jul 1995   355.386. Call and notice of meetings. — 1. Unless the articles or bylaws provide otherwise, or except as otherwise provided in this section, regular meetings of the board may be held without notice.  2. Unless the articles or bylaws provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, place, and purpose of the meeting.  3. Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or at least twenty percent of the directors then in office may call and give notice of a meeting of the board. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.391 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.391 - Waiver of notice.

Effective - 01 Jul 1995   355.391. Waiver of notice. — 1. A director may at any time waive any notice required by this chapter, the articles or bylaws. Except as provided in subsection 2 of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.  2. A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles or bylaws objects to lack of notice and does not vote for or assent to the objected-to action. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.401 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.401 - Quorum and voting.

Effective - 01 Jul 1995   355.401. Quorum and voting. — 1. Except as otherwise provided in this chapter, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.  2. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles or bylaws require the vote of a greater number of directors. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.406 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.406 - Committees of the board.

Effective - 01 Jul 1995   355.406. Committees of the board. — 1. Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the board.  2. The creation of a committee and appointment of members to it must be approved by the greater of:  (1) A majority of all the directors in office when the action is taken; or  (2) The number of directors required by the articles or bylaws to take action under section 355.401.  3. Sections 355.376 to 355.401, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and committee members as well.  4. To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 355.316.  5. A committee of the board may not:  (1) Authorize distributions to members, directors, officers, agents or employees except in exchange for value received;  (2) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;  (3) Unless otherwise stated in the bylaws or articles of incorporation, elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or  (4) Adopt, amend or repeal the articles or bylaws. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.421 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.421 - Loans, guarantees for directors, officers.

Effective - 01 Jul 1995   355.421. Loans, guarantees for directors, officers. — A corporation which qualifies for an exemption from federal income tax in accordance with U.S.C. 26 Sec. 501(c) may lend money to or guarantee the obligation of a director or officer of the corporation, provided that such loan does not exceed the lesser of twenty-five percent of the total assets of the corporation or two hundred and fifty thousand dollars. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95