reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1168 - Dissolution, interests in property may be conveyed, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1168. Dissolution, interests in property may be conveyed, when. —
1. After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board shall proceed as soon as possible:
(1) To collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and
(2) To pay or make provision for the payment of all debts, obligations, and liabilities of the cooperative according to their priorities.
2. After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
3. Tangible and intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the cooperative shall be distributed to the members and former members as provided in the articles or bylaws, which may be on the basis of such member's patronage with the cooperative, unless otherwise provided by law. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
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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 351.1171 - Revocation of dissolution proceedings, when — members' meeting permitted — effective date of revocation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1171. Revocation of dissolution proceedings, when — members' meeting permitted — effective date of revocation. —
1. Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.
2. The board may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
3. Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.
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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 351.1174 - Creditor claims barred, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1174. Creditor claims barred, when. —
The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice of intent to dissolve is filed with the secretary of state.
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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 351.1177 - Articles of dissolution, procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1177. Articles of dissolution, procedure. —
1. Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state:
(1) That all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding;
(2) That the remaining property, assets, and claims of the cooperative have been distributed among the members or under a liquidation authorized by the members; and
(3) That legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in a pending proceeding.
2. The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.
3. The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:
(1) The name of the dissolved cooperative;
(2) The date the articles of dissolution were filed with the secretary of state; and
(3) A statement that the cooperative is dissolved.
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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 351.1180 - Court supervision of dissolution, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1180. Court supervision of dissolution, when. —
After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision 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 351.1186 - Court authority in dissolution proceedings — receiver may be appointed — distribution of assets.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1186. Court authority in dissolution proceedings — receiver may be appointed — distribution of assets. —
1. In dissolution proceedings before a hearing can be completed, the court may:
(1) Issue injunctions;
(2) Appoint receivers with all powers and duties that the court directs;
(3) Take actions required to preserve the cooperative's assets wherever located; and
(4) Carry on the business of the cooperative.
2. After a hearing is completed, upon notice to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. A receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.
3. The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the following order of priority:
(1) The costs and expense of the proceedings, including attorney fees and disbursements;
(2) Debts, taxes, and assessments due the United States, this state, and other states in that order;
(3) Claims duly proved and allowed to employees under the provisions of the workers' compensation act except that claims under this clause may not be allowed if the cooperative carried workers' compensation insurance, as provided by law, at the time the injury was sustained;
(4) Claims, including the value of all compensation paid in a medium other than money, proved and allowed to employees for services performed within three months preceding the appointment of the receiver, if any; and
(5) Other claims proved and allowed.
4. After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed under an approved liquidation 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 351.1189 - Receivers, requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1189. Receivers, requirements. —
1. A receiver shall be a natural person or a domestic business entity or a foreign business entity authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court.
2. A receiver may sue and defend in all courts as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction over the cooperative and its property.
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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 351.1192 - Involuntary dissolution, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1192. Involuntary dissolution, when. —
1. A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that:
(1) The articles and certificate of organization were procured through fraud;
(2) The cooperative was organized for a purpose not permitted by sections 351.1000 to 351.1228 or prohibited by state law;
(3) The cooperative has flagrantly violated a provision of sections 351.1000 to 351.1228, has violated a provision of sections 351.1000 to 351.1228 more than once, or has violated more than one provision of sections 351.1000 to 351.1228; or
(4) The cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative's privileges, or enterprise.
2. An action may not be commenced under subsection 1 of this section until forty-five days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has committed, or failed to commit, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative thirty additional days to make the correction before filing the action. If the cooperative makes the correction within such thirty-day period, the attorney general shall not file the 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 351.1195 - Creditor claims to be filed under oath, when, court procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1195. Creditor claims to be filed under oath, when, court procedure. —
1. In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form prescribed by the court.
2. If the court requires the filing of claims, the court shall:
(1) Set a date, by order, at least one hundred twenty days after the date the order is filed as the last day for the filing of claims; and
(2) Prescribe the notice of the fixed date that shall be given to creditors and claimants.
3. Before the fixed date, the court may extend the time for filing claims. Creditors and claimants failing to file claims on or before the fixed date may be barred, by order of court, from claiming an interest in or receiving payment out of the property or assets of the cooperative.
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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 351.1198 - Discontinuance of involuntary dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1198. Discontinuance of involuntary dissolution. —
The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets.
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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 351.1201 - Court order of dissolution, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1201. Court order of dissolution, when. —
1. In an involuntary or supervised voluntary dissolution, after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members or if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations, and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.
2. When the order dissolving the cooperative has been entered, the cooperative shall be dissolved.
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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 351.1204 - Certified copy of dissolution to be filed.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1204. Certified copy of dissolution to be filed. —
After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state shall not charge a fee for filing the dissolution order.
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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 351.1207 - Creditor claims after dissolution forever barred.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1207. Creditor claims after dissolution forever barred. —
1. A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the dissolution proceeding or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings, all those claiming through or under the creditor or claimant are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
2. Debts, obligations, and liabilities incurred during dissolution proceedings shall be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the offenders, directors, or members of the cooperative before the expiration of the applicable statute of limitations. This subsection shall not apply to dissolution under the supervision or order of a 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 351.1210 - Claims against dissolved cooperative, former officers, directors, and members may defend.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1210. Claims against dissolved cooperative, former officers, directors, and members may defend. —
After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.
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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 351.1216 - Notice deemed given, when — electronic communications, consent given, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1216. Notice deemed given, when — electronic communications, consent given, when. —
1. Any notice to members given by the cooperative under any provision of sections 351.1000 to 351.1228, the articles, or the bylaws may be given in any of the following forms, and such notice is deemed given:
(1) If by facsimile communication, when directed to a telephone number at which the member has consented to receive notice;
(2) If by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice;
(3) If by a posting on an electronic network on which the member has consented to receive notice, together with separate notice to the member of the specific posting, upon the later of:
(a) The posting; and
(b) The giving of the separate notice;
(4) If by any other form of electronic communication by which the member has consented to receive notice, when directed to the member;
(5) If by United States mail, then when placed in the mail and directed to the address shown as the last known address of the member in the records of the cooperative; and
(6) If by overnight courier service, then when delivered to the courier service and directed to the address shown as the last known address of the member in the records of the cooperative.
2. For any notice which is required to be given to a director under sections 351.1000 to 351.1228, such notice may be given in any method as set forth in subsection 1 of this section upon such director consenting to such director's receipt of notice in such manner.
3. For a member that is a business entity, notice mailed or delivered by an alternative method under subsection 1 of this section shall be to an officer of the entity.
4. An affidavit of the secretary, other authorized officer, or authorized agent of the cooperative that the notice has been given by a form of electronic communication is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.
5. Consent by a member to notice given by electronic communication may be given in writing or by authenticated electronic communication. The cooperative shall be entitled to rely on any consent so given until revoked by the member provided that no revocation affects the validity of any notice given before receipt by the cooperative of revocation of the consent.
6. Unless otherwise stated herein, all notices shall be deemed effective when given.
7. Failure of a member to receive a special or regular members' meeting notice shall not invalidate an action taken by the members at a members' 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 351.1219 - Cooperative not deemed a franchise.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1219. Cooperative not deemed a franchise. —
A cooperative formed under and operating in compliance with sections 351.1000 to 351.1228 shall not be deemed or construed to be a franchise under the laws of the state of Missouri.
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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 351.1222 - Records and signatures — definitions — legal effect of.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1222. Records and signatures — definitions — legal effect of. —
1. As used in this section, the following terms mean:
(1)
"Electronic"
, relating to technology, having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities;
(2)
"Electronic record"
, a record created, generated, sent, communicated, received, or stored by electronic means;
(3)
"Electronic signature"
, an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record;
(4)
"Record"
, information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
(5)
"Signed"
, the signature of a person that has been written on a document, and with respect to a document required by sections 351.1000 to 351.1228 to be filed with the secretary of state, a document that has been signed by a person authorized to do so by sections 351.1000 to 351.1228, the articles, or bylaws, or by a resolution approved by the board or the members. A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile, or electronically, or in any other manner reproduced on the document.
2. For purposes of sections 351.1000 to 351.1228:
(1) A record or signature shall not be denied legal effect or enforceability solely because it is in electronic form;
(2) A contract shall not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) If a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) If a provision requires a signature, an electronic signature satisfies the requirement.
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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 351.1225 - Amendments and repeal of act, state reserves right of.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1225. Amendments and repeal of act, state reserves right of. —
The state reserves the right to amend or repeal the provisions of sections 351.1000 to 351.1228 by law. A cooperative organized or governed by sections 351.1000 to 351.1228 is subject to this reserved right.
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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 351.1227 - Additional powers of secretary of state — rulemaking authority.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1227. Additional powers of secretary of state — rulemaking authority. —
The secretary of state shall have further power and authority as is reasonably necessary to enable the secretary of state to administer this chapter efficiently and to perform the duties therein imposed upon the secretary of state. Any rule or portion of a rule, as that term is defined in section 536.010, that is created under the authority delegated in this section shall become effective only if it complies with and is subject to all of the provisions of chapter 536 and, if applicable, section 536.028. This section and chapter 536 are nonseverable and if any of the powers vested with the general assembly under chapter 536 to review, to delay the effective date, or to disapprove and annul a rule are subsequently held unconstitutional, then the grant of rulemaking authority and any rule proposed or adopted after August 28, 2011, shall be invalid 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 351.1228 - Filing fees, determined by secretary of state.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1228. Filing fees, determined by secretary of state. —
Unless otherwise provided, the filing fee for documents filed under sections 351.1000 to 351.1228 shall be determined by the secretary of state.
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(L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.010 - Incorporation of benevolent associations.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
• Effective - 28 Aug 1939
352.010. Incorporation of benevolent associations. —
Any number of persons not less than three, who shall have associated themselves by articles of agreement in writing, as a society, company, association or organization formed for benevolent, religious, scientific, fraternal-beneficial, or educational purposes, may be consolidated and united into a corporation. Such articles of agreement may be organic regulations, or a constitution, or other form of association, and any corporate name, not already assumed by another corporation, may be chosen as the title of the corporation; provided, always, that the purpose and scope of the association be clearly and fully set forth.
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(RSMo 1939 § 5436)
Prior revisions: 1929 § 4996; 1919 § 10264; 1909 § 3432
CROSS REFERENCE:
Firemen's pension and relief association, who may form, 87.495
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.020 - Character of associations which may incorporate.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
• Effective - 28 Aug 1939
352.020. Character of associations which may incorporate. —
Any association formed for benevolent purposes, including any purely charitable society, hospital, asylum, house of refuge, reformatory and eleemosynary institution, fraternal-beneficial associations, or any association whose object is to promote temperance or other virtue conducive to the well-being of the community, and, generally, any association formed to provide for some good in the order of benevolence, that is useful to the public, may become a body corporate and politic under this chapter; any association, congregation, society or church organization formed for religious purposes, and any association formed to provide or maintain a cemetery; any school, college, institute, academy or other association formed for educational or scientific purposes, including therein any association formed specially to promote literature, history, science, information or skill among the learned professions, intellectual culture in any branch or department, or the establishing of a museum, library, art gallery, or the erection of a public monument, and in general, any association, society, company or organization which tends to the public advantage in relation to any or several of the objects above enumerated, and whatever is incident to such objects, may be created a body corporate and politic by complying with sections 352.010 and 352.060.
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(RSMo 1939 § 5439)
Prior revisions: 1929 § 4999; 1919 § 10267; 1909 § 3435
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.030 - May be formed to execute trusts.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.030. May be formed to execute trusts. —
Corporations may be formed, under the provisions of this chapter, to execute any trust the purpose whereof is within the purview of this chapter, and may receive and take, by deed or devise, in their corporate capacity, any property, real and personal, for the uses and purposes of such trust, and execute the trust so created.
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(RSMo 1939 § 5443)
Prior revisions: 1929 § 5002; 1919 § 10270; 1909 § 3438
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.050 - What associations not to incorporate under this chapter — company formed to erect building for use of society, may incorporate.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.050. What associations not to incorporate under this chapter — company formed to erect building for use of society, may incorporate. —
No association, society or company formed for manufacturing, agricultural or business purposes of any kind, or for pecuniary profit in any form, nor any corporation having a capital stock divided into shares, shall be incorporated under this chapter; provided, that any company formed to erect a building for the exclusive use of a society within the purview of this chapter, without pecuniary consideration from such society, may become a body corporate under this chapter notwithstanding it has a capital stock in shares, and may receive subscriptions to such stock, to be paid in real estate, in money, property or services rendered to such company.
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(RSMo 1939 § 5444)
Prior revisions: 1929 § 5003; 1919 § 10271; 1909 § 3439
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.060 - Incorporation — procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
• Effective - 28 Aug 1939
352.060. Incorporation — procedure. —
1. The persons holding the offices respectively of president, secretary and treasurer of the association, or other chief officers, by whatever name they may be known, shall submit to the circuit court having jurisdiction in the city or county where such association is located, the articles of agreement, with the petition praying for a pro forma decree thereon.
2. If the court shall be of the opinion that such articles of agreement and the purposes of the association come properly within the purview of this chapter, and are not inconsistent with the constitution or laws of the United States, or of this state, the court shall enter of record an order to that effect, a certified copy of which order shall, by the clerk, be endorsed upon or attached to said articles. But no such order shall be made until such petition shall have remained on file in the clerk's office of said court for at least three days after said petition shall have been presented to the court; and whenever the judge to whom such petition shall have been presented shall entertain any doubt as to the lawfulness or public usefulness of the proposed corporation, it shall be his duty to appoint some competent attorney, as a friend of the court, whose duty it shall be to examine said petition and show cause, if any there be, on some day to be fixed by the court, why the prayer of said petition should not be granted, and said attorney shall not be confined in his examination to said petition and articles of association, but may introduce such testimony as may be available and proper in order to fully disclose the true purposes of the association; and upon the hearing thereof, the court shall make such further order granting or dismissing said petition as to it may seem best, and upon the granting of such petition, the petitioners shall cause the articles of agreement, with the certificate aforesaid, to be recorded in the office of the recorder of deeds of the county in which the association is located, and then filed in the office of the secretary of state.
3. The secretary of state shall issue to the petitioners a certified copy of such articles of agreement, with the several certificates thereon as filed in his office, which certified copy shall be the charter of incorporation; and thereupon the petitioners, their associates and successors, shall be created and be a body corporate and politic, by the corporate name designated in such charter, and such charter, together with this chapter, shall be received in all courts and places as legal evidence of the incorporation of such association.
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(RSMo 1939 § 5437)
Prior revisions: 1929 § 4997; 1919 § 10265; 1909 § 3433
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.070 - Amendment of charter.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
• Effective - 28 Aug 1939
352.070. Amendment of charter. —
Any corporation formed under this chapter or any existing corporation formed for benevolent, religious, scientific or educational purposes, may amend its charter in any matter germane to such charter, by submitting the proposed amendment to the circuit court, and in other respects proceeding as required in section 352.060 for the original articles of agreement. And upon the issuing of a certified copy of such amendment by the secretary of state, such amendment shall become and be part of the charter of such corporation, with like effect and validity as though originally incorporated in such charter. Any such corporation may, without losing its personal identity, change its corporate name as an amendment to its charter.
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(RSMo 1939 § 5440)
Prior revisions: 1929 § 5000; 1919 § 10268; 1909 § 3436
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.080 - Changing location — procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.080. Changing location — procedure. —
1. Every corporation now organized or that may hereafter be organized under what is known as the benevolent, religious, scientific, fraternal-beneficial, educational and miscellaneous corporation act through the circuit courts of the state may change its location from one county to another in this state by filing with the circuit court of the county or city to which it proposes to move, a certified copy of its articles of association accompanied by a petition signed by the persons holding the offices of president, secretary and treasurer of the association, or other chief officers by whatever name they may be known, asking that the corporation be moved and reincorporated in the county or city to which it wishes to move, with all of its rights, franchises and properties that it then has. After the copy of the articles of association and petition are filed with the circuit court they shall be proceeded with as is provided in filing new articles of association and petition as in section 352.020.
2. Nothing herein provided shall be construed to prevent the corporation continuing in perpetual succession to all its rights, franchises and properties, and liable for all its previous obligations as if no change of location had been made, and it shall enjoy all the rights and privileges as a corporation formed in the county or city to which it moves in the first instance.
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(RSMo 1939 § 5441)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.090 - Incorporated association may become fraternal benefit society.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.090. Incorporated association may become fraternal benefit society. —
Any such society, order or association heretofore or hereafter incorporated under the provisions of the laws of this state may avail itself of the benefits of chapter 378 by amending its constitution or articles of association or reincorporating thereunder, or by an amended constitution or amended articles of association in the manner prescribed by this chapter.
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(RSMo 1939 § 5438)
Prior revisions: 1929 § 4998; 1919 § 10266; 1909 § 3434
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.100 - Record kept.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.100. Record kept. —
Every corporation formed under this chapter shall keep a fair record of all its proceedings, which record shall be open, at all reasonable hours, to the inspection of all its members.
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(RSMo 1939 § 5445)
Prior revisions: 1929 § 5004; 1919 § 10272; 1909 § 3440
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.110 - Bylaws — provisions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.110. Bylaws — provisions. —
1. Every corporation created under this chapter shall make bylaws for its government and support and the management of its property, and therein provide, unless such provision is already made in its charter, for the admission of new members and how they shall be admitted, and prescribe their qualifications.
2. Provision may also be made in such bylaws for the removal of officers for cause, and for the expulsion of members guilty of any offense which affects the interests or good government of the corporation, or is indictable by the laws of the land; provided, always, that such bylaws shall be conformable to the charter of such corporation, and shall not impair or limit any provision thereof or enlarge its scope, and shall not be contrary to the provisions of the constitution or laws of this state.
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(RSMo 1939 § 5446)
Prior revisions: 1929 § 5005; 1919 § 10273; 1909 § 3441
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.120 - Dues — member's liability.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.120. Dues — member's liability. —
The dues of members of corporations created under this chapter, as determined by their charters or bylaws, and any donations or subscriptions to which they may voluntarily obligate themselves, may be collected as any other debt; but over and above such dues or such subscriptions in no case shall any member be individually liable.
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(RSMo 1939 § 5442)
Prior revisions: 1929 § 5001; 1919 § 10269; 1909 § 3437
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.130 - May acquire stock — power to hold real estate.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.130. May acquire stock — power to hold real estate. —
It shall be lawful for any corporation which may be organized under this chapter, or any existing corporation the purposes whereof are included in those mentioned in section 352.020, to acquire, by subscription, purchase, devise or gift, shares of stock in any stock company which shall hereafter be incorporated under and pursuant to the laws of this state, for the sole purpose of erecting or purchasing a hall or building for the use and benefit of any one or more of such corporations, as mentioned in section 352.020, and to hold such stock as personal property, and to enjoy the rights and privileges appertaining to such ownership; provided, that the stock corporation erecting or purchasing such hall or building for the purpose aforesaid shall not permit the same to be occupied or used by any person or corporation for any purpose not included among those specified in section 352.020, except so much of said building as may be necessarily rented for business purposes, in order to secure a sufficient revenue to provide for the expenses of the care and maintenance of said property, and for annual dividends not to exceed five percent upon the capital stock thereof, and every such stock corporation as herein mentioned shall, in the articles of association thereof, expressly declare its sole purposes to be such as above provided for; and provided further, that any corporation, the purposes whereof are included in section 352.020, may acquire and hold in its own name such real estate and buildings as may be necessary for assembly, library, laboratory and other rooms requisite for its purposes, and may receive income from such other rooms as may be requisite to the completeness of such buildings; but such income shall be applied to the purpose of such corporation as defined in section 352.020.
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(RSMo 1939 § 5448)
Prior revisions: 1929 § 5007; 1919 § 10275; 1909 § 3443
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.140 - Benevolent corporations may be merged.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
• Effective - 28 Aug 1939
352.140. Benevolent corporations may be merged. —
Any corporation or corporations heretofore or hereafter organized under the laws of this state relating to the incorporation of benevolent, religious, scientific, fraternal-benevolent, educational and miscellaneous associations may be merged in any other such corporation or may be consolidated with any other such corporation or corporations to form a consolidated corporation under such laws, on compliance with the provisions of sections 352.140 to 352.170.
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(RSMo 1939 § 5457)
Prior revision: 1929 § 5020
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.160 - Property rights — how affected by merger.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
• Effective - 28 Aug 1939
352.160. Property rights — how affected by merger. —
Upon the issuance of such charter, the corporate existence of the merging or consolidating corporations shall become merged into that of the consolidated corporation and all rights, privileges, and franchises, and the right, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of conceivable value or benefit then existing or thereafter arising to which either of such corporations so merging or consolidating shall be or become entitled at law or in equity, shall be fully and finally and without any right or reversion, transferred to and vested in such consolidated corporation without further act or deed, and such consolidated corporation shall have and hold the same in its own corporate right as fully as the same was possessed and held by either of such merging or consolidating corporations from which such rights were, by operation of sections 352.140 to 352.170, transferred; and if any such corporation which is a party to such merger or consolidation shall be or shall have been designated as legatee, or devisee or beneficiary in any will, trust agreement, trust conveyance or other conveyance or instrument whatsoever prior to such merger or consolidation, even though such will, trust agreement, trust conveyance or other conveyance or instrument shall not become operative or effective until after such merger or consolidation shall have become effective, every such legacy, devise, or benefit shall vest in, devolve upon and inure to and be received and enjoyed by such consolidated corporation.
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(RSMo 1939 § 5459)
Prior revision: 1929 § 5022
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.170 - Obligations not abated by merger.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
• Effective - 28 Aug 1939
352.170. Obligations not abated by merger. —
1. The rights, obligations and relations of either of the merged or consolidated corporations in respect to any debtor or creditor of such corporation shall remain unimpaired and the consolidated corporation shall succeed to all such rights, obligations and relations.
2. Any pending action or other judicial proceedings to which any corporation that shall have been so merged or consolidated is a party shall not be deemed to have abated or to have discontinued by reason of such merger or consolidation, but may be prosecuted to final judgment in the same manner as if such merger or consolidation had not been made; or the consolidated corporation may be substituted as a party to such action or proceeding and any judgment, order or decree may be rendered for or against it that might have been rendered for or against such other corporation if such merger or consolidation had not occurred.
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(RSMo 1939 § 5460)
Prior revision: 1929 § 5023
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.180 - Method of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.180. Method of dissolution. —
Whenever seventy-five percent of all the members of any benevolent, religious, scientific or other miscellaneous associations, incorporated under this chapter, by their record vote at any lawful meeting of such association adopt a resolution favoring the dissolution of such association, after the payment of all debts, claims, or other obligations of said association, then said association may be dissolved by filing an affidavit of dissolution with the secretary of state, setting forth the above facts, and when said affidavit of dissolution is filed, it shall be taken as prima facie evidence of such voluntary dissolution.
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(RSMo 1939 § 5461)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 352 - Religious and Charitable Associations — Charitable Gift Annuities › Section 352.190 - Application for dissolution — contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 352
Effective - 28 Aug 1939
352.190. Application for dissolution — contents. —
Application for such dissolution shall be made by a petition, verified by the president and secretary of said association or a majority of the directors or other governing body of the association, setting forth a clear and concise statement of the reasons which induce the members of said association to desire a dissolution of the association. Among other things, said petition shall contain a full and true inventory of all the estate, both real and personal, in law and equity, of such association, and of all books, vouchers and securities in relation thereto; also the names of all members, their residence if known; also all encumbrances on the property of such association by judgment, mortgage, pledge, or otherwise, a list of all creditors of said association, and all engagements or contracts entered into by said association, not fully satisfied, performed or cancelled.
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(RSMo 1939 § 5462)