reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.101 - Corporate existence begins, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.101. Corporate existence begins, when. —
1. Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
2. The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.106 - Liability for preincorporation actions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.106. Liability for preincorporation actions. —
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.111 - Organizational meeting.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.111. Organizational meeting. —
1. After incorporation:
(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect directors and complete the organization of the corporation, or to elect a board of directors who shall complete the organization of the corporation.
2. Any action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
3. An organizational meeting may be held in or out of this state in accordance with section 355.381.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.116 - Bylaws.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.116. Bylaws. —
The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.121 - Emergency bylaws and powers.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.121. Emergency bylaws and powers. —
1. Unless the articles provide otherwise, the directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency defined in subsection 4 of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(1) How to call a meeting of the board;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
2. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
3. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation.
4. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.126 - Purpose.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.126. Purpose. —
1. Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.
2. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.136 - Emergency powers.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.136. Emergency powers. —
1. In anticipation of or during an emergency as defined in subsection 4 of this section, the board of directors of a corporation may modify lines of succession to accommodate the incapacity of any director, officer, employee or agent and relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
2. During an emergency as defined in subsection 4 of this section, unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) One or more officers of the corporation present at a meeting of the board of directors 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. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation binds the corporation.
4. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.141 - Power to act — challenge.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.141. Power to act — challenge. —
1. Except as provided in subsection 2 of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
2. A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding.
3. A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, or by the corporation directly, derivatively, or through a receiver, a trustee or other legal representative, or in the case of a public benefit corporation, by the attorney general.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.146 - Corporate name requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2004
355.146. Corporate name requirements. —
1. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 355.126 and its articles of incorporation.
2. Except as authorized by subsection 3 of this section, a corporate name must be distinguishable upon the records of the secretary of state from any domestic or foreign corporation, limited partnership, limited liability partnership, limited liability limited partnership, or limited liability company existing under any law of this state or any foreign corporation authorized to transact business in this state, or any business entity organized, reserved, or registered under the laws of this state or a name the exclusive right to which is, at the time, reserved.
3. A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to do business in this state and the proposed user corporation:
(1) Has merged with the other corporation;
(2) Has been formed by reorganization of the other corporation; or
(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
4. This chapter does not control the use of fictitious names.
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(L. 1994 H.B. 1095, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.151 - Reservation of name.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 28 Aug 2009
355.151. Reservation of name. —
1. A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. Upon finding that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a sixty-day period. A name reservation shall not exceed a period of one hundred eighty days from the date of the first name reservation application. Upon the hundred eighty-first day, the name shall cease reserve status and shall not be placed back in reserve status.
2. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
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(L. 1994 H.B. 1095, A.L. 2009 H.B. 481 merged with S.B. 294)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.161 - Registered office and agent.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.161. Registered office and agent. —
Each corporation must continuously maintain in this state:
(1) A registered office with the same address as that of the registered agent; and
(2) A registered agent, who may be:
(a) An individual who resides in this state and whose office is identical with the registered office;
(b) A domestic business or nonprofit corporation whose office is identical with the registered office; or
(c) A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.166 - Change of registered office or agent.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.166. Change of registered office or agent. —
1. A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1) The name of the corporation;
(2) The street address of its current registered office;
(3) If the current registered office is to be changed, the street address of the new registered office;
(4) The name of its current registered agent;
(5) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and
(6) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.
2. If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement that complies with the requirements of subsection 1 of this section and recites that the corporation has been notified of the change.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.171 - Resignation of registered agent.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.171. Resignation of registered agent. —
Any registered agent of a corporation may resign as such agent upon filing a written notice of the resignation, executed in duplicate, with the secretary of state, who shall immediately mail a copy to any officer of the corporation at his address as last known to the secretary of state, other than such registered office. Such resignation shall become effective upon the expiration of thirty days after receipt of such notice by the secretary of state.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.176 - Service.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2009, 2 histories
355.176. Service. —
1. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office shown in the most recent corporate registration report filed under section 355.856. Service is perfected under this subsection on the earliest of:
(1) The date the corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the corporation; or
(3) Five days after its deposit in the United States mail, if mailed and correctly addressed with first class postage affixed.
3. This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
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(L. 1994 H.B. 1095, A.L. 1996 S.B. 768, A.L. 2005 H.B. 393, A.L. 2009 H.B. 481)
CROSS REFERENCE:
Applicability of statute changes to cases filed after August 28, 2005, 538.305
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.181 - Members.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.181. Members. —
1. The articles or bylaws may establish criteria or procedures for admission of members. No person shall be admitted as a member without his or her consent.
2. A corporation is not required to have members.
3. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.186 - Member's rights, obligations.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.186. Member's rights, obligations. —
All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.191 - Membership transfer restricted, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.191. Membership transfer restricted, when. —
1. Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom.
2. No member of a public benefit corporation may transfer a membership or any right arising therefrom.
3. Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.196 - Merger of domestic corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Dec 1993, see footnote
355.196. Merger of domestic corporation. —
A domestic corporation, subject to the provisions of this chapter, may merge or consolidate with one or more domestic or foreign limited partnerships, general partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other associations or business entities at least one of which is not a corporation, as provided in sections 347.700 to 347.735.
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(L. 1993 S.B. 66 & 20)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.197 - Member's liabilities.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 24 Jun 1997, see footnote
355.197. Member's liabilities. —
1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
2. A member may become liable to the corporation for dues, assessments or fees; but an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.
3. This section shall not affect the ability of corporations to make members personally liable for liens, covenants, assessments or other charges incurred by members if the same are imposed pursuant to actions of trustees or board of directors pursuant to a validly recorded trust indenture or other recorded instrument, as they apply to real property.
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(L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.201 - Creditor action against member.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.201. Creditor action against member. —
1. No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part, or unless such proceeding would be useless.
2. All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection 1 of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.206 - Resignation of member.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.206. Resignation of member. —
A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.211 - Expulsion, suspension, termination of member — procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 24 Jun 1997, see footnote
355.211. Expulsion, suspension, termination of member — procedure. —
1. No member of a public benefit corporation other than a church or convention or association of churches or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith. In no event shall suspension of a member's right to use amenities, recreational facilities or such other facilities as that member may be entitled to, be considered to be a suspension by any such corporation of such member.
2. A procedure is fair and reasonable when either:
(1) The articles or bylaws set forth a procedure which provides:
(a) Not less than fifteen days' prior written notice of the expulsion, suspension or termination and the reasons therefor; and
(b) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or
(2) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
3. Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.
4. Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of expulsion, suspension or termination.
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(L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 107)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.216 - Purchase of membership, restrictions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.216. Purchase of membership, restrictions. —
1. A public benefit corporation may not purchase any of its memberships or any right arising therefrom.
2. A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of section 355.661.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.221 - Derivative suit — proceeding brought in the right of corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 24 Jun 1997, see footnote
355.221. Derivative suit — proceeding brought in the right of corporation. —
1. A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by any member or members having ten percent or more of the voting power or by fifty members, whichever is less, or by any director.
2. In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding.
3. A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.
4. On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.
5. If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise or settlement of an action or claim, the court may award the complainants reasonable expenses, including counsel fees.
6. The complainants shall notify the attorney general within ten days after commencing any proceeding pursuant to this section if the proceeding involves a public benefit corporation other than a church or convention or association of churches or assets held in charitable trust by a mutual benefit corporation.
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(L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.226 - Delegates.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.226. Delegates. —
1. A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.
2. The articles or bylaws may set forth provisions relating to:
(1) The characteristics, qualifications, rights, limitations and obligations of delegates including their selection and removal;
(2) Calling, noticing, holding and conducting meetings of delegates; and
(3) Carrying on corporate activities during and between meetings of delegates.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.229 - Applicability of law.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.229. Applicability of law. —
The provisions of sections 355.231 to 355.306 shall be applicable to all corporations which have two or more members who are natural persons and, to the extent provided in the bylaws of the corporation, shall be applicable to all other corporations which have one or more members.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.231 - Annual, regular meetings.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.231. Annual, regular meetings. —
1. A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
2. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
3. Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office, or at such other location as may be specified by the board of directors.
4. At the annual meeting:
(1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and
(2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of section 355.251 and subsection 2 of section 355.286.
5. At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of section 355.251 and subsection 2 of section 355.286.
6. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.236 - Special meetings.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.236. Special meetings. —
1. A corporation with members shall hold a special meeting of members:
(1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or
(2) Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
2. The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five-percent requirement of subsection 1 of this section has been met.
3. If a notice for a special meeting demanded under subdivision (2) of subsection 1 of this section is not given pursuant to section 355.251 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection 4 of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 355.251.
4. Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office, or at such other location as may be specified by the board of directors.
5. Only those matters that are within the purpose or purposes described in the meeting notice required by section 355.251 may be conducted at a special meeting of members.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.241 - Court-ordered meeting, grounds.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.241. Court-ordered meeting, grounds. —
1. The circuit court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may summarily order a meeting to be held:
(1) On application of any member or other person entitled to participate in an annual or regular meeting, and in the case of a public benefit corporation other than a church or convention or association of churches, the attorney general, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or
(2) On application of any member or other person entitled to participate in a regular meeting, and in case of a public benefit corporation other than a church or convention or association of churches, the attorney general, if a regular meeting is not held within forty days after the date it was required to be held; or
(3) On application of a member who signed a demand for a special meeting valid under section 355.236 a person or persons entitled to call a special meeting, and in the case of a public benefit corporation other than a church or convention or association of churches, the attorney general, if:
(a) Notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer; or
(b) The special meeting was not held in accordance with the notice.
2. The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
3. If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.246 - Action by written consent.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.246. Action by written consent. —
1. Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
2. If not otherwise determined under section 355.241 or 355.261, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection 1 of this section.
3. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.
4. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after such written notice is given.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.251 - Notice of meeting.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.251. Notice of meeting. —
1. A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
2. Any notice which conforms to the requirements of subsection 3 of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subdivision (2) of subsection 3 of this section must be given as provided in subsection 3 of this section.
3. Notice is fair and reasonable if:
(1) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members no fewer than ten, or if notice is mailed by other than first-class or registered mail, thirty, nor more than sixty days before the meeting date;
(2) Notice of an annual or regular meeting includes a description of any matter or matters which must be approved by the members under section 355.416, 355.476, 355.561, 355.596, 355.631, 355.656, 355.666, or 355.671; and
(3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
4. Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 355.261, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
5. When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting, and the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.256 - Waiver of notice.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.256. Waiver of notice. —
1. A member may waive any notice required by this chapter, the articles, or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, signed by the member entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
2. A member's attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.261 - Manner of determining member's eligibility to notice, vote.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.261. Manner of determining member's eligibility to notice, vote. —
1. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting.
2. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
3. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
4. A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members occurs.
5. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixed a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy days after the record date for determining members entitled to notice of the original meeting.
6. If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.266 - Action by written ballot.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.266. Action by written ballot. —
1. Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
2. A written ballot shall set forth each proposed action and shall provide an opportunity to vote for or against each proposed action.
3. Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
4. All solicitations for votes by written ballot shall:
(1) Indicate the number of responses needed to meet the quorum requirements;
(2) State the percentage of approvals necessary to approve each matter other than election of directors; and
(3) Specify the time by which a ballot must be received by the corporation in order to be counted.
5. Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.271 - List of members.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.271. List of members. —
1. After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to vote at the annual meeting. The list must show the address and number of votes each member is entitled to vote at the meeting.
2. The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent or a member's attorney is entitled on written demand to inspect the list, at a reasonable time, during the period it is available for inspection.
3. The corporation shall make the list of members available at the meeting, and any member, a member's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
4. If the corporation refuses to allow a member, a member's agent or a member's attorney to inspect the list of members before or at the meeting, the circuit court of the county where a corporation's principal office, or, if none in this state, its registered office, is located, on application of the member, may summarily order the inspection and may postpone the meeting for which the list was prepared until the inspection is complete, and may order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order.
5. Unless a written demand to inspect a membership list has been made under subsection 2 of this section prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.276 - Number of votes per member.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.276. Number of votes per member. —
1. Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.
2. Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons their acts with respect to voting shall have the following effect:
(1) If only one votes, such act binds all; and
(2) If more than one votes, the vote shall be divided on a pro rata basis.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.281 - Quorum requirement.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.281. Quorum requirement. —
1. Unless this chapter or the articles or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.
2. A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board.
3. A bylaw amendment to increase the quorum required for any member action must be approved by the members.
4. Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
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(L. 1994 H.B. 1095)
Effective 7-01-95