reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1051 - Vacancy, how filled.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1054 - Removal of director, procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1060 - Quorum requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1063 - Majority vote required, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1066 - Written action permitted, when, procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1072 - Discharge of duties, directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1078 - Personal liability of directors, limitations.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1099 - Annual meeting requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1102 - Special members' meetings, when, requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1105 - Quorum, how constituted.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1108 - Meetings, remote communication permitted, requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1111 - Majority vote of members required, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1114 - Written action permitted, when, requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1120 - Additional vote for patron member, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1129 - Property rights of cooperative.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1135 - Contributions accepted, when, requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1135. Contributions accepted, when, requirements. —
1. Subject to any restrictions in sections 351.1000 to 351.1228, the articles, or bylaws regarding patron and nonpatron membership interests, and only when authorized by the board, a cooperative may accept contributions which may be patron or nonpatron membership contributions under this section, make contribution agreements under section 351.1138, and make contribution rights agreements under section 351.1141.
2. Except as otherwise set forth in the bylaws, a person may make a contribution to a cooperative:
(1) By paying money or transferring the ownership of an interest in property to the cooperative or rendering services to or for the benefit of the cooperative; or
(2) Through a written obligation signed by the person to pay money or transfer ownership of an interest in property to the cooperative or to perform services to or for the benefit of the cooperative.
3. No purported contribution shall be treated or considered as a contribution, unless:
(1) The board accepts the contribution on behalf of the cooperative and in that acceptance describes the contribution, including terms of future performance, if any, and agrees to and states the value being accorded to the contribution; and
(2) The fact of contribution and the contribution's accorded value are both reflected in the required records of the cooperative.
4. The determination of the board as to the amount or fair value or the fairness to the cooperative of the contribution accepted or to be accepted by the cooperative or the terms of payment or performance, including under a contribution agreement under section 351.1138, and a contribution rights agreement under section 351.1141, are presumed to be proper if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1138 - Contribution agreements, requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1138. Contribution agreements, requirements. —
1. A contribution agreement, whether made before or after the formation of the cooperative, is not enforceable against the would-be contributor unless it is in writing and signed by the would-be contributor.
2. Unless otherwise provided in the contribution agreement, or unless all of the would-be contributors and, if in existence, the cooperative, consent to a shorter or longer period in the contribution agreement, a contribution agreement is irrevocable for a period of six months.
3. A contribution agreement, whether made before or after the formation of a cooperative, shall be paid or performed in full at the time or times, or in the installments, if any, specified in the contribution agreement. In the absence of a provision in the contribution agreement specifying the time at which the contribution is to be paid or performed, the contribution shall be paid or performed at the time or times determined by the board.
4. (1) Unless otherwise provided in the contribution agreement, in the event of default in the payment or performance of an installment or call when due, the cooperative may proceed to collect the amount due in the same manner as a debt due the cooperative. If a would-be contributor does not make a required contribution of property or services, the cooperative shall require the would-be contributor to contribute cash equal to that portion of the value, as determined in section 351.1135, of the contribution that has not been made.
(2) If the amount due under a contribution agreement remains unpaid for a period of twenty days after written notice of demand for payment has been given to the delinquent would-be contributor, the cooperative may:
(a) Terminate the contribution agreement and automatically revoke and cancel any membership interest issued to the would-be contributor under the contribution agreement, and retain any portion of the contribution previously paid by the would-be contributor; or
(b) Pursue any other remedy available to the cooperative at law or equity.
5. Unless otherwise provided in the articles or bylaws, a would-be contributor's rights under a contribution agreement may not be assigned, in whole or in part, to another person unless such assignment is approved by a majority of the board or unanimously by the members, either of which may be by written consent, and upon such terms as set forth in the bylaws.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1141 - Contribution rights agreements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1141. Contribution rights agreements. —
1. Subject to any restrictions in the articles or bylaws, a cooperative may enter into contribution rights agreements under the terms, provisions, and conditions fixed by the board.
2. Any contribution rights agreement shall be in writing and the writing shall state in full, summarize, or include by reference all of the agreement's terms, provisions, and conditions of the rights to make contributions.
3. Unless otherwise provided in the articles or bylaws, a would-be contributor's rights under a contribution rights agreement shall not be assigned, in whole or in part, to a person who was not a member at the time of the assignment, unless all the members approve the assignment by unanimous written consent.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1144 - Profits and losses, allocation of, requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1144. Profits and losses, allocation of, requirements. —
1. Unless otherwise set forth in the articles or bylaws, the board shall prescribe the allocation of profits and losses between patron membership interests collectively and any other membership interests, which profits and losses may be allocated between patron membership interests collectively and other membership interests on the basis of the value of patronage by the patron membership interests collectively and other membership interests, or as otherwise determined by the board. Unless otherwise stated in the articles or bylaws, the allocation of profits to the patron membership interests collectively shall not be less than fifty percent of the total profits in any fiscal year. In no event shall the allocation of profits to the patron membership interests collectively be less than fifteen percent of the total profits in any fiscal year.
2. Unless otherwise set forth in the bylaws, the board shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. If not otherwise provided in the bylaws, distribution shall be made to the patron membership interests collectively and other members on the basis of the number of membership interests issued to such member in relation to the total amount of membership interests then issued and outstanding. Unless otherwise set forth in the articles or bylaws, the distributions to patron membership interests collectively shall not be less than fifty percent of the total distributions in any fiscal year. In no event shall the distributions to patron membership interests collectively be less than fifteen percent of the total distributions in any year.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1150 - Unclaimed property, how treated.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1150. Unclaimed property, how treated. —
1. A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property filed under section 447.539:
(1) Distribute the unclaimed property to a business entity or organization that is exempt from taxation; or
(2) Retain the unclaimed property as operational reserve funds.
2. The right of an owner to unclaimed property held by a cooperative is extinguished when the property is disbursed by the cooperative to a tax exempt organization or retained by the cooperative as set forth in subsection 1 of this section if:
(1) A reasonable effort to distribute the property to the member has been made by the cooperative; and
(2) (a) Notice that the payment is available has been mailed to the last known address of the person shown by the records to be entitled to the property; or
(b) If the member's address is unknown, notice is published in an official publication of the cooperative; and
(3) The cooperative has received no response from the member within the two-year period following the date such notice was mailed or published as the case may be.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1159 - Abandonment of plan of merger, procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1159. Abandonment of plan of merger, procedure. —
1. After a plan of merger has been approved by the members entitled to vote on the approval of the plan and before the effective date of the plan, the plan may be abandoned by the same vote that approved the plan.
2. A plan of merger may be abandoned before the effective date of the plan by a resolution of the board of any surviving entity or merging entity, subject to the contract rights of any other person under the plan. If a plan of merger is with a foreign business entity, the plan of merger may be abandoned before the effective date of the plan by a resolution of the foreign business entity adopted according to the laws of the state under which the foreign business entity is organized, subject to the contract rights of any other person under the plan. If the plan of merger is with a domestic business entity, the plan of merger may be abandoned by the domestic business entity in accordance with the provisions of the revised statutes of Missouri, subject to the contractual rights of any other person under the plan.
3. If articles of merger have been filed with the secretary of state, but have not yet become effective, the constituent organizations, or any one of them, shall file with the secretary of state articles of abandonment that contain:
(1) The names of the constituent organizations;
(2) The provisions of this section under which the plan is abandoned and the text of the resolution abandoning the plan.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1162 - Dissolution, affirmative vote required.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1162. Dissolution, affirmative vote required. —
A cooperative may be dissolved by the affirmative vote of two-thirds of the members or by order of the court.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1165 - Notice of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1165. Notice of dissolution. —
Before a cooperative begins dissolution, a notice of intent to dissolve shall be filed with the secretary of state. The notice shall contain:
(1) The name of the cooperative;
(2) The date and place of the members' meeting at which the resolution was approved; and
(3) A statement that the requisite vote of the members approved the proposed dissolution.
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(L. 2011 S.B. 366)