reglab/housing_qa huggingface dataset:
MO Rev Stat § 351.1012 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1012 - Name of cooperative, requirements.

Effective - 28 Aug 2011   351.1012. Name of cooperative, requirements. — 1. The name of each cooperative shall include the words "Cooperative", "Association", "Cooperative Association", "Co-op", or "C.A." and, except to the extent a cooperative transacts business under a fictitious name registered in this state to the cooperative, shall be the name under which the cooperative transacts business in this state. The name shall not contain any word or phrase which indicates or implies that the cooperative is any governmental agency.  2. The name of a cooperative shall distinguish the cooperative upon the records in the office of the secretary of state from the name of a domestic business entity or a foreign business entity which is authorized or registered to do business in this state, or a name the right to which is, at the time of organization, reserved or as otherwise provided for by law. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1015 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1015 - Articles, contents, filing requirements — formation, when — transaction of business, when.

Effective - 28 Aug 2011   351.1015. Articles, contents, filing requirements — formation, when — transaction of business, when. — 1. (1) The articles shall include:  (a) The name of the cooperative;  (b) The purpose of the cooperative, which may be or may include the transaction of any lawful business for which a cooperative may be organized under sections 351.1000 to 351.1228;  (c) The name and physical business or residence address of each organizer;  (d) The effective date of the articles if other than the date of filing, provided that such effective date can be no longer than ninety days after the date of filing;  (e) The address, including street and number, of the cooperative's registered office, which address may not be a post office box, and the name of the cooperative's registered agent at such address; and  (f) The period of duration for the cooperative, if not perpetual.  (2) The articles may contain any other lawful provision.  (3) The articles shall be signed by the organizers.  2. The articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state is one hundred dollars.  3. A cooperative shall be formed when the articles, and appropriate filing fee, are filed with and stamped "Filed" by the secretary of state. In the case of all articles which are accepted and stamped "Filed" by the secretary of state, it shall be presumed that:  (1) All conditions precedent that are required to be performed by the organizer or organizers have been so performed;  (2) The organization of the cooperative has been chartered by the state as a separate legal entity; and  (3) The secretary of state shall issue a certificate of organization to the cooperative.  4. A cooperative shall not transact business prior to formation. A cooperative shall not transact business in this state as an entity under sections 351.1000 to 351.1228 until the articles have been stamped "Filed" by the secretary of state, whether on the date of filing or at a later effective date as specified in the articles. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1018 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1018 - Amendment of articles, procedure.

Effective - 28 Aug 2011   351.1018. Amendment of articles, procedure. — 1. Unless otherwise set forth in the articles or bylaws, the articles may be amended as follows:  (1) The board, by majority vote, shall pass a resolution stating the text of the proposed amendment, a copy of which shall be forwarded by mail or otherwise distributed with a regular or special members' meeting notice to each member. The notice shall designate the time and place of the members' meeting at which the proposed amendment is to be considered and voted on by the members;  (2) At a meeting where a quorum of the members is registered as being present or represented by alternative ballot, the proposed amendment shall be adopted:  (a) If approved by a majority of the votes cast; or  (b) For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval as set forth in the articles or bylaws, if any, have been satisfied.  2. (1) Upon approval of an amendment under subsection 1 of this section, articles of amendment shall then be prepared stating:  (a) The name of the cooperative;  (b) The effective date of the amendment, if the effective date is not the date of filing with the secretary of state;  (c) The text of the amendment; and  (d) A statement that the amendment has been duly authorized in accordance with the cooperative's articles and bylaws and sections 351.1000 to 351.1228.  (2) The articles of amendment shall be signed by an authorized officer of the cooperative or a member of the board.  3. The articles of amendment shall be filed with the secretary of state with a filing fee of twenty dollars, and provided such articles of amendment shall meet the requirements found in this section, shall be effective as of the date of filing, unless a later date is specified therein. Upon acceptance and filing by the secretary of state, the secretary of state shall stamp the articles of amendment as "Filed" and shall cause the issuance of a certificate of amendment, which shall then be forwarded to the party filing the articles of amendment and held and filed by the secretary of state with the records of the cooperative. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1021 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1021 - Revocation of erroneous filing and curative documents, fee.

Effective - 28 Aug 2011   351.1021. Revocation of erroneous filing and curative documents, fee. — Upon notification that a filing by a cooperative has been made in error and receipt of a court order directing him or her to do so, the secretary of state shall revoke the erroneous filing and authorize a curative document to be filed. A filing fee of five dollars shall be charged for any such revocation and subsequent curative filing. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1024 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1024 - Date of existence — perpetual duration, exception.

Effective - 28 Aug 2011   351.1024. Date of existence — perpetual duration, exception. — 1. The existence of a cooperative shall commence when the articles are filed with the secretary of state, unless a later date is specified in the articles.  2. A cooperative shall have a perpetual duration unless the cooperative otherwise provides for a limited period of duration in the articles. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1039 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1039 - Emergency powers and procedures

Effective - 28 Aug 2011   351.1039. Emergency powers and procedures — 1. In anticipation of or during an emergency as provided in subsection 4 of this section, the board may:  (1) Modify lines of succession to accommodate for the incapacity of any director, officer, employee, or agent; and  (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.  2. During an emergency as provided in subsection 4 of this section, unless the emergency bylaws provide otherwise:  (1) Notice of a meeting of the board need be given only to those directors to whom it is practicable to reach and may be given in any practicable manner, including by publication, radio, email, or other form of communication; and  (2) One or more officers of the cooperative present at a meeting of the board may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.  3. Cooperative action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:  (1) Binds the cooperative; and  (2) Shall not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not an authorized cooperative action.  4. An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1042 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1042 - Governance by board required — board action, requirements — third-party agreements permitted, when.

Effective - 28 Aug 2011   351.1042. Governance by board required — board action, requirements — third-party agreements permitted, when. — 1. A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to a manager of the cooperative as set forth under sections 351.1000 to 351.1228 or reserved for or granted to the members under said sections, the articles, or bylaws.  2. Board action shall be by the affirmative vote of a majority of the directors voting at a duly called meeting where a quorum of directors is present, unless otherwise allowed under sections 351.1000 to 351.1228 or unless a greater majority is required by the articles or bylaws. A director individually or collectively with other directors shall not have authority to act for or on behalf of the cooperative unless authorized by the board.  3. Except as otherwise set forth in the articles or the bylaws, a director may advocate the interests of members or member groups to the board, but the fiduciary duty of each director is to represent the best interests of the cooperative and all members collectively.  4. Except as otherwise set forth in the articles or the bylaws, the board shall have the power to enter into, on behalf of the cooperative, an agreement with a third party whereby such third party may supply management services to the cooperative at the board's instruction, and upon the terms and conditions deemed satisfactory to the board. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1045 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1045 - Minimum number of directors — division into classes permitted.

Effective - 28 Aug 2011   351.1045. Minimum number of directors — division into classes permitted. — Except as otherwise set forth in the articles or bylaws, the board shall not have less than five directors, except that a cooperative with fifty or fewer members may have three or more directors as prescribed in the articles or bylaws. The directors of any cooperative organized under sections 351.1000 to 351.1228 may, by the articles or by the bylaws, be divided into such number of classes as set forth in the articles or bylaws. If the board shall be divided into classes, then the term of office of those of the initial first class shall expire at the first annual meeting of the members held after such classification becomes effective; of the second class, one year thereafter; of the third class, two years thereafter, and so on for each initial class; and at each annual election held after such classification becomes effective, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire, which terms shall, unless otherwise set forth in the articles or bylaws, be of a duration equal to the number of classes. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1051 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1051 - Vacancy, how filled.

Effective - 28 Aug 2011   351.1051. Vacancy, how filled. — 1. Unless otherwise provided in the articles or bylaws, if a director position which is elected by patron members becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in consultation with the directors elected by patron members, shall appoint a new director to fill the director's position until the next regular or special members' meeting at which a successor is elected. If there are no directors elected by patron members on the board at the time of the vacancy, a special members' meeting shall be called to fill the patron member director vacancy.  2. Unless otherwise provided in the articles or bylaws, if the vacating director was not elected by the patron members or a new director position is created, but which position is not subject to subsection 1 of this section, then the board shall appoint a director to fill the vacant position by majority vote of the remaining or then serving directors even though less than a quorum. At the next regular or special members' meeting, the members shall elect a director to replace the interim appointed director and fill the unexpired term of the vacant director's position. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1054 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1054 - Removal of director, procedure.

Effective - 28 Aug 2011   351.1054. Removal of director, procedure. — 1. The provisions of this section apply unless modified by the articles or bylaws.  2. Any director of the cooperative may be removed by the action of the majority of the entire board if the director to be removed shall, at the time of removal, fail to meet the qualifications stated in the articles or bylaws for election as a director or shall be in breach of any agreement between such director and the cooperative, which includes, for board members which are also patrons, a breach of the cooperative agreement by such patron board member. Any director of the cooperative may be removed, with or without cause, by the unanimous vote of the remaining directors on the board. Notice of the proposed removal shall be given to all directors prior to any action thereon.  3. Subject to subsection 4 of this section, any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors, provided that if a director has been elected solely by the patron members, by members based on districts or units, or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members for a director elected by the patron members, all membership interests in such district or unit if such director was originally elected by districts or units, or of all membership interests of that class or series entitled to vote at the election of that director.  4. Where the directors of a cooperative are divided into classes in accordance with section 351.1045, the members of a cooperative may remove a director for cause by the vote of a majority of all members eligible to vote on the election of such director.  5. Unless otherwise provided in the bylaws, new directors may be elected at a meeting at which directors are removed. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1060 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1060 - Quorum requirements.

Effective - 28 Aug 2011   351.1060. Quorum requirements. — A majority, or a larger or smaller portion or number as provided in the articles or bylaws which in no event shall be less than one-third, of the directors currently holding office is a quorum for the transaction of business at a meeting of the board. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment even though the withdrawal of a number of directors originally present leaves less than the proportion of number otherwise required for a quorum. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1063 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1063 - Majority vote required, when.

Effective - 28 Aug 2011   351.1063. Majority vote required, when. — The board shall take action by the affirmative vote of the majority of directors present at a duly held meeting at which a quorum is present, unless otherwise provided in sections 351.1000 to 351.1228, the articles, or bylaws. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1066 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1066 - Written action permitted, when, procedure.

Effective - 28 Aug 2011   351.1066. Written action permitted, when, procedure. — 1. If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the number of directors which would be required to take the same action at a meeting of the board under section 351.1063. If the articles or bylaws do not otherwise provide, then an action required or permitted to be taken at a meeting of the board may be taken by written action if signed by at least a majority of all of the directors.  2. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.  3. When written action is permitted to be taken by less than all directors, all directors shall be notified within a reasonable amount of time of its text and effective date. Failure to provide the notice shall not invalidate the written action. A director 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 § 351.1069 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1069 - Committees, procedure for meetings, minutes — committee members considered directors.

Effective - 28 Aug 2011   351.1069. Committees, procedure for meetings, minutes — committee members considered directors. — 1. Unless otherwise set forth in the articles or bylaws:  (1) Committees may be established under a resolution approved by the affirmative vote of a majority of the board. All committees so formed are subject at all times to the direction and control of the board, and may only act with respect to such issues and to the extent authorized by the board. The board may create a litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the cooperative, and whether such rights or remedies should be pursued. The committee shall not be subject to the direction or control of the board. Unless otherwise set forth in the articles or bylaws, committee members need not be directors of the cooperative;  (2) The procedures for meetings of the board apply to committees and members of committees to the same extent as sections 351.1057 to 351.1066 apply to the board and individual directors;  (3) Minutes, if any, of committee meetings, other than the litigation committee shall be made available upon request to members of the committee, and to any director who requests such minutes, but only to the extent that such director's request relates to his or her position as a director and the director's intended use of the committee minutes is to further the cooperative's purposes.  2. The establishment of, delegation of authority to, and action by a committee shall not alone constitute compliance by a director with the standard of conduct set forth in section 351.1072.  3. Committee members are considered to be directors for purposes of sections 351.1072, 351.1075, and 351.1081, except that independent members of a committee which are not directors or employees of the cooperative are not subject to subsection 4 of section 351.1072. ­­-------- (L. 2011 S.B. 366)
MO Rev Stat § 351.1072 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.1072 - Discharge of duties, directors.

Effective - 28 Aug 2011   351.1072. Discharge of duties, directors. — 1. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care that an ordinary, prudent person in a like position would exercise under similar circumstances. A person who so performs such person's duties is not liable by reason of being or having been a director of the cooperative.  2. (1) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, relating to cooperative matters in each case prepared or presented by one or more of the following:  (a) One or more officers or employees of the cooperative who the director reasonably believes to be reliable and competent in the matters presented;  (b) Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or  (c) A committee of the board upon which the director does not serve, duly established by the board, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.  (2) A director is not relieved of liability for acts based on such director's reliance on information under subdivision (1) of this subsection where such director has knowledge that makes such reliance unwarranted.  3. A director who is present at a meeting of the board when an action is approved by the directors in accordance with section 351.1063 is presumed to have assented to the action approved, unless the director:  (1) Objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of sections 351.1000 to 351.1228;  (2) Votes against the action at the meeting; or  (3) Is prohibited by a conflict of interest from voting on the action.  4. A director's first duty of loyalty is to the cooperative. A director is under a duty to share all of such director's knowledge and opportunities that arise with respect to or are related to the business of the cooperative first to the cooperative, and if the cooperative shall choose not to act on such information or opportunity, then, unless otherwise directed by the cooperative, such director may exploit such information or opportunity for such director's own gain. ­­-------- (L. 2011 S.B. 366)