reglab/housing_qa huggingface dataset:
MO Rev Stat § 355.426 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.426 - Liability for unlawful distribution.

Effective - 01 Jul 1995   355.426. Liability for unlawful distribution. — 1. Except in reliance on information described in subsection 3 of this section, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.  2. A director held liable for an unlawful distribution under subsection 1 of this section is entitled to contribution:  (1) From every other director who voted for or assented to the distribution without relying on the information described in subsection 3 of this section; and  (2) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.  3. In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;  (2) Legal counsel, certified public accountants or other persons as to matters the director reasonably believes are within the persons' professional or expert competence;  (3) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or  (4) In the case of a public benefit corporation which is a church or convention or association of churches, religious authorities and ministers, priests, rabbis, or other persons whose positions or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.  4. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection 3 of this section unwarranted. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.431 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.431 - Required officers.

Effective - 24 Jun 1997   355.431. Required officers. — 1. Unless otherwise provided in the articles or bylaws, a corporation shall have a chairman or president, or both a chairman and president, a secretary, a treasurer and such other officers as are appointed by the board. In addition to other matters, the articles or bylaws may provide for the direct election of officers of the corporation by the members.  2. The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.  3. The same individual may simultaneously hold more than one office in a corporation. ­­-------- (L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170)  Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
MO Rev Stat § 355.446 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.446 - Resignation, removal of officers.

Effective - 01 Jul 1995   355.446. Resignation, removal of officers. — 1. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.  2. A board may remove any officer at any time with or without cause. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.451 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.451 - Officer's contract rights.

Effective - 01 Jul 1995   355.451. Officer's contract rights. — 1. The appointment of an officer does not itself create contract rights.  2. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.456 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.456 - Execution of contracts by officers.

Effective - 01 Jul 1995   355.456. Execution of contracts by officers. — Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in category 1 or by one officer in category 1 and one officer in category 2. Category 1 officers are the presiding officer of the board and the president. Category 2 officers are a vice president, the secretary, treasurer and the executive director. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.461 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.461 - Indemnification — definitions.

Effective - 01 Jul 1995   355.461. Indemnification — definitions. — As used in sections 355.461 to 355.501, the following terms mean:  (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;  (2) "Director", an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director;  (3) "Expenses" include counsel fees;  (4) "Liability", the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding;  (5) "Official capacity", the office of director in a corporation when used with respect to a director; and, when used with respect to an individual other than a director, as contemplated in section 355.476, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;  (6) "Party" includes an individual who was, is or is threatened to be made, a named defendant or respondent in a proceeding;  (7) "Proceeding", any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, or investigative, and whether formal or informal. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.471 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.471 - Indemnification of directors.

Effective - 24 Jun 1997   355.471. Indemnification of directors. — Unless limited by its articles of incorporation or bylaws, a corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding. ­­-------- (L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170)  Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
MO Rev Stat § 355.495 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.495 - Powers of general assembly.

Effective - 28 Aug 1953   355.495. Powers of general assembly. — The general assembly shall at all times have power to prescribe such regulations, provisions, and limitations with respect to corporations to which this chapter is applicable as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations, domestic or foreign, subject to the provisions of this chapter, and the general assembly shall have power to amend, repeal, or modify this chapter at pleasure. ­­-------- (L. 1953 p. 322 § 101)
MO Rev Stat § 355.496 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.496 - Insurance.

Effective - 01 Jul 1995   355.496. Insurance. — A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 355.461 or 355.476. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.500 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.500 - Corporations organized under chapter 352 to continue.

Effective - 28 Aug 1953   355.500. Corporations organized under chapter 352 to continue. —  Chapter 352 shall remain in force and effect as to corporations heretofore or hereafter organized thereunder which do not accept the provisions of this chapter in the manner provided in section 355.020. Nothing contained herein shall affect the right to organize a corporation under said chapter 352 or the powers or rights of corporations heretofore or hereafter organized thereunder or the right of any corporation organized thereunder to act either within or without the state of Missouri. ­­-------- (L. 1953 p. 322 § 103)
MO Rev Stat § 355.501 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.501 - Validity of indemnification, advance for expenses.

Effective - 01 Jul 1995   355.501. Validity of indemnification, advance for expenses. — 1. A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with sections 355.461 to 355.501. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.  2. Sections 355.461 to 355.501 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.551 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.551 - Amendment of articles.

Effective - 01 Jul 1995   355.551. Amendment of articles. — A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.556 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.556 - Amendment of articles without member approval.

Effective - 01 Jul 1995   355.556. Amendment of articles without member approval. — 1. Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:  (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;  (2) To delete the names and addresses of the initial directors;  (3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;  (4) To change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or  (5) To make any other change expressly permitted by this chapter to be made by director action.  2. 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 articles subject to any approval required pursuant to section 355.606. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. 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 articles 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 § 355.561 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.561 - Amendment to articles by board or members.

Effective - 01 Jul 2000   355.561. Amendment to articles by board or 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 articles 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) Except as provided in subsection 1 of section 355.556, 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 receipt of a higher percentage of affirmative votes or on any other basis.  3. If the board initiates an amendment to the articles or board approval is required by subsection 1 of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or 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 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 articles 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 articles or bylaws authorized by section 355.606. ­­-------- (L. 1994 H.B. 1095, A.L. 2000 H.B. 1808)  Effective 7-01-00
MO Rev Stat § 355.566 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.566 - Class voting by members on amendments.

Effective - 01 Jul 1995   355.566. 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 articles 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 articles 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 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 articles 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 articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.  5. Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches, if a class vote is required to approve an amendment to the articles of a corporation, 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. Except as otherwise provided in this section a class of members of a public benefit or mutual benefit corporation 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 § 355.571 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.571 - Articles of amendment, delivery.

Effective - 01 Jul 1995   355.571. Articles of amendment, delivery. — A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth:  (1) The name of the corporation;  (2) The text of each amendment adopted;  (3) The date of each amendment's adoption;  (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;  (5) 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 amendment, and number of votes of each class indisputably voting on the amendment; and  (b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class;  (6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to section 355.606, a statement that the approval was obtained. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.581 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.581 - Amendment pursuant to judicial reorganization.

Effective - 01 Jul 1995   355.581. Amendment pursuant to judicial reorganization. — 1. A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 355.606 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 355.096.  2. The individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth:  (1) The name of the corporation;  (2) The text of each amendment approved by the court;  (3) The date of the court's order or decree approving the articles of amendment;  (4) The title of the reorganization proceeding in which the order or decree was entered, including the case number and the name and district of the court; and  (5) A statement that the court had jurisdiction of the proceeding under federal statute.  3. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganized plan. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95