reglab/housing_qa huggingface dataset:
MO Rev Stat § 351.1078 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1078 - Personal liability of directors, limitations.

Effective - 28 Aug 2011   351.1078. Personal liability of directors, limitations. — 1. A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles or bylaws except as provided in subsection 2 of this section.  2. The articles or bylaws shall not eliminate or limit the liability of a director:  (1) For a breach of the director's duty of loyalty to the cooperative or its members;  (2) For acts or omissions that are not in good faith and involve intentional misconduct by the director;  (3) For illegal distributions;  (4) For a transaction from which the director derived an improper personal benefit; or  (5) For an act or omission occurring before the date when the provision in the articles or bylaws eliminating or limiting liability becomes effective. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1084 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1084 - Election of officers — chief executive officer permitted.

Effective - 28 Aug 2011   351.1084. Election of officers — chief executive officer permitted. — 1. Unless otherwise set forth in the articles or bylaws:  (1) The board may elect a chair and one or more vice chairs of the board to hold and lead meetings of the board; and  (2) The board shall elect or appoint a president and secretary to serve as officers of the cooperative;  (3) The officers, other than the chief executive officer, president and secretary shall not have the authority to bind the cooperative except as authorized by the board.  2. The board may elect additional officers as the articles or bylaws authorize or require.  3. The offices of president and secretary may be combined, and the same person may serve in both capacities.  4. The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative, and if a chief executive officer is employed, the chief executive officer shall have the authority to implement the functions, duties, and obligations of the cooperative except as restricted by the board or as delegated to a manager. The chief executive officer shall not exercise authority reserved to the board, a manager, the members, the articles, or the bylaws. Nothing contained herein shall limit the cooperative's right to have co-chief executive officers. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1090 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1090 - Division of membership interests, classes or series.

Effective - 28 Aug 2011   351.1090. Division of membership interests, classes or series. — 1. Without limiting the authority granted in this section, and unless otherwise stated in the articles or bylaws, a cooperative may divide the membership interests into different classes or series, which may:  (1) Be subject to the right of the cooperative to redeem any of such membership interests at a price fixed by the articles, bylaws, or by resolution of the board;  (2) Entitle the members to cumulative, partially cumulative, or noncumulative distributions;  (3) Have preference over any class or series of membership interests for the payment of distributions of any or all kinds;  (4) Be convertible into membership interests of any other class or any series of the same or another class; or  (5) Have full, partial, or no voting rights, except as otherwise provided in sections 351.1000 to 351.1228.  2. The cooperative, through its articles or bylaws, may create different classes or series of membership interests and may fix the relative rights and preferences of such classes or series, or subject to any restrictions in the articles or bylaws, the board may establish different classes or series of membership interests by a duly adopted resolution which sets forth the designation of such classes or series, and fixes the relative rights and preferences of such classes or series. Any of the rights and preferences of a class or series of membership interests established in the articles, bylaws, or by resolution of the board:  (1) May be made dependent upon facts ascertainable outside the articles or bylaws or outside the resolution or resolutions establishing the class or series, if the manner in which the facts operate upon the rights and preferences of the class or series is clearly and expressly set forth in the articles or bylaws or in the resolution or resolutions establishing the class or series; and  (2) May include by reference some or all of the terms of any agreements, contracts, or other arrangements entered into by the cooperative in connection with the establishment of the class or series if the cooperative retains at its principal executive office a copy of the agreements, contracts, or other arrangements or the portions thereof which are included by reference. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1096 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1096 - Issuance of new certificates of membership for destroyed, lost, or stolen certificates.

Effective - 28 Aug 2011   351.1096. Issuance of new certificates of membership for destroyed, lost, or stolen certificates. — 1. A new certificate of membership interest may be issued under section 351.1093 in the place of one that is alleged to have been lost, stolen, or destroyed, upon the filing of an affidavit of lost, stolen, or destroyed certificate by the member with the secretary of the cooperative.  2. The issuance of a new certificate under this section shall not constitute an overissue of the membership interests it represents, and upon any such issue, the replaced certificate shall without further action become null and void. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1099 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1099 - Annual meeting requirements.

Effective - 28 Aug 2011   351.1099. Annual meeting requirements. — 1. The regular members' meeting shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws.  2. The regular members' meeting shall be held at the principal place of business of the cooperative or at another location as determined by the bylaws or the board.  3. The officers shall submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year, including the financial condition of the cooperative as of the close of the previous fiscal year.  4. Unless otherwise set forth in sections 351.1000 to 351.1228, the articles, or the bylaws, all directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings.  5. (1) The cooperative shall give notice of regular members' meetings in accordance with section 351.1216 at least two weeks before the date of the meeting or mailed at least fifteen days before the date of the meeting.  (2) The notice shall contain a summary of any amendments to, or restatements of, any bylaw or bylaws adopted by the board since the last annual members' meeting.  6. A member may waive notice of a members' meeting. A waiver of notice by a member entitled to receive notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a members' meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1102 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1102 - Special members' meetings, when, requirements.

Effective - 28 Aug 2011   351.1102. Special members' meetings, when, requirements. — 1. Except as otherwise set forth in the bylaws, special members' meetings may be called by:  (1) One or more of the members of the board; or  (2) The written petition, submitted to the chairman of the board, of at least twenty percent of the patron members or, if authorized, twenty percent of the nonpatron members, twenty percent of all members, or members representing twenty percent of the membership interests collectively.  2. The cooperative shall give notice of a special members' meeting in accordance with section 351.1216 and shall state the time, place, and purpose of the special members' meeting. A special members' meeting notice shall be issued within ten days after the date of the presentation of a members' petition and the special members' meeting shall be held within thirty days after the date of the presentation of the members' petition.  3. A member may waive notice of a special members' meeting. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1105 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1105 - Quorum, how constituted.

Effective - 28 Aug 2011   351.1105. Quorum, how constituted. — 1. Unless otherwise set forth in the articles or bylaws, the quorum for a members' meeting to transact business shall be ten percent of the total number of members of the cooperative. The total number of members required for a quorum may be more, but in no case less, than ten percent, as set forth in the articles or bylaws.  2. In determining whether a quorum is present with respect to a particular question submitted to a vote of the members for which voting by mail or alternative ballot has previously been authorized, members present in person or represented by mail vote or the alternative ballot method shall be counted. The presence of a quorum shall be verified by the chairman of the board or the secretary of the cooperative and shall be reported in the minutes of the meeting.  3. An action by the members shall not be valid or legal in the absence of a quorum at the meeting at which the action was taken. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1108 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1108 - Meetings, remote communication permitted, requirements.

Effective - 28 Aug 2011   351.1108. Meetings, remote communication permitted, requirements. — 1. To the extent authorized in the articles or the bylaws or as determined by the board, a regular or special members' meeting may be held by any combination of means of remote communication through which the members may participate in the meeting if notice of the meeting was given in accordance with the bylaws and sections 351.1000 to 351.1228 and if the membership interests held by the members so participating in the meeting would be sufficient to constitute a quorum at a meeting. Participation by a member by means of remote communication constitutes presence at the meeting in person or by proxy if all the other requirements of sections 351.1000 to 351.1228 for the meeting are met.  2. In any members' meeting held where one or more members participates in such meeting by means of remote communication under subsection 1 of this section:  (1) The cooperative shall implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a member; and  (2) The cooperative shall implement reasonable measures to provide each member participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to:  (a) Read or hear the proceedings of the meeting substantially concurrently with those proceedings;  (b) If allowed by the procedures governing the meeting, have the member's remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and  (c) If otherwise entitled, vote on matters submitted to the members.  3. Waiver of notice by a member of a meeting by means of authenticated electronic communication may be given in the manner provided for the regular or special members' meeting. Participation in a meeting by means of remote communication described in subsection 1 of this section is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1111 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1111 - Majority vote of members required, when.

Effective - 28 Aug 2011   351.1111. Majority vote of members required, when. — 1. Unless otherwise required by sections 351.1000 to 351.1228, the articles, or bylaws, the members shall take action by the affirmative vote of the members of a majority of the voting power of the membership interests present and entitled to vote on that item of business at a duly called members' meeting where a quorum is present.  2. Unless otherwise required in the articles or bylaws, in any case where a class or series of membership interests is entitled to vote on a particular matter of the cooperative as a class or series by sections 351.1000 to 351.1228, the articles, bylaws, or by the terms of such membership interests, then such matter shall also receive, in addition to the affirmative vote required in subsection 1 of this section, the affirmative vote of a majority of the voting power of the membership interests of such class or series at a duly called meeting where a quorum of such class or series is present.  3. (1) The articles or bylaws may provide for a greater quorum or voting requirement for members or voting groups than is provided for by sections 351.1000 to 351.1228.  (2) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1114 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1114 - Written action permitted, when, requirements.

Effective - 28 Aug 2011   351.1114. Written action permitted, when, requirements. — 1. If the articles or bylaws so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who own voting power equal to the voting power required to take the same action at a members' meeting at which a quorum of members were present. If the articles or bylaws do not so provide, an action required or permitted to be taken at a members' meeting may be taken by written action signed, or consented to by authenticated electronic communication by all of the members.  2. The written action shall be effective when signed or consented to by authenticated electronic communication by the required number of members unless a different effective time is provided in the written action.  3. When written action is permitted to be taken by less than all members, all members shall be notified within a reasonable time of its text and effective date. Unless otherwise provided in the bylaws, a member who does not sign or consent to the written action has no liability for the action or actions taken by the written action. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1120 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1120 - Additional vote for patron member, when.

Effective - 28 Aug 2011   351.1120. Additional vote for patron member, when. — 1. A cooperative, by its articles or bylaws, may authorize patron members to have an additional vote for:  (1) A stipulated amount of business transacted between the patron member and cooperative;  (2) Where the patron member is another cooperative, a stipulated number of patron members of such member;  (3) A certain stipulated amount of equity allocated to or held by a patron member in the cooperative;  (4) A combination of methods in subdivisions (1) to (3) of this subsection.  2. A cooperative that is organized into units or districts of patron members may, by the articles or bylaws, authorize the delegates elected by its patron members to have an additional vote for:  (1) A stipulated amount of business transacted between the patron members in the units or districts and the cooperative;  (2) A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or  (3) A combination of methods in subdivisions (1) and (2) of this subsection. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1123 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1123 - Membership interests owned or controlled by another business, person, or trust.

Effective - 28 Aug 2011   351.1123. Membership interests owned or controlled by another business, person, or trust. — Unless otherwise set forth in the articles or bylaws:  (1) Membership interests of a cooperative owned by another business entity as of the record date may be voted by the chair, chief executive officer, or an officer of that organization authorized to vote the membership interest by such business entity;  (2) Subject to section 351.1126, membership interests held in the name of a member, but under the control of another person as such member's personal representative, administrator, executor, guardian, conservator, or similar position may be voted by such person, either in person or by proxy, in the place of the member upon the filing of notice to the cooperative;  (3) Subject to section 351.1126, membership interests in the name of a trustee in bankruptcy or a receiver as of the record date are not eligible to vote and may not be voted by such trustee or receiver;  (4) The grant of a security interest in a membership interest does not entitle the holders of the security interest to vote. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1126 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1126 - Cooperative interests in other business entity, representative at business meeting of other entity permitted.

Effective - 28 Aug 2011   351.1126. Cooperative interests in other business entity, representative at business meeting of other entity permitted. — A cooperative that holds ownership interests of another business entity may, by direction of the board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative shall have authority to represent the cooperative and may cast the cooperative's vote at the business entity's meeting. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1129 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1129 - Property rights of cooperative.

Effective - 28 Aug 2011   351.1129. Property rights of cooperative. — 1. A cooperative may, by resolution of the board and without first obtaining member approval, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient:  (1) Sell, lease, transfer, or otherwise dispose of its property and assets in the usual and regular course of its business;  (2) Sell, lease, transfer, or otherwise dispose of a portion but not all or substantially all of its property and assets not in the usual and regular course of its business;  (3) Sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets not in the usual and regular course of its business if:  (a) The cooperative has given written notice to the members of the impending or potential disposition prior to the disposition; and  (b) The board has determined that failure to proceed with the disposition would be adverse to the interests of the members and the cooperative;  (4) Grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business;  (5) Transfer any or all of its property to a business entity, all the ownership interests of which are owned by the cooperative; or  (6) For purposes of debt financing, transfer any or all of its property to a special purpose entity owned or controlled by the cooperative for an asset securitization.  2. Except as otherwise provided in the bylaws or in subdivision (3) of subsection 1 of this section, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the cooperative's property and assets, including its good will, not in the usual and regular course of its business, upon those terms and conditions and for those considerations which may be money, securities, or other instruments for the payment of money or other property when such action is approved by the members at a regular or special members' meeting in accordance with section 351.1111. Written notice of the meeting shall be given to the members and shall state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.  3. The transferee shall be liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by law. ­­-------- (L. 2011 S.B. 366)