reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.835 - Termination of close corporation status.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.835. Termination of close corporation status. —
1. A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under section 351.805, the amendment shall either comply with section 351.310 or delete the statement dispensing with the board of directors from its articles of incorporation.
2. An amendment terminating statutory close corporation status shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on amendments.
3. If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under sections 351.870 to 351.930.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.840 - Effect of termination of close corporation status.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.840. Effect of termination of close corporation status. —
1. A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter other than sections 351.750 to 351.865 or, if incorporated under chapter 356, to all provisions of that law.
2. Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement or the articles of incorporation unless sections 351.750 to 351.865, chapter 356, or another law of this state invalidates the right.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.845 - Shareholder option to dissolve corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.845. Shareholder option to dissolve corporation. —
1. The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number of percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority shall give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and file articles of dissolution under sections 351.468 to 351.482.
2. Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to add, change, or delete the authority to dissolve described in subsection 1 of this section shall be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.850 - Court action to protect shareholders.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.850. Court action to protect shareholders. —
1. Subject to satisfying the conditions of subsections 3 and 4 of this section, a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in section 351.855, 351.860 or 351.865 if:
(1) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer, of the corporation;
(2) The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or
(3) There exists one or more grounds for judicial dissolution of the corporation under section 351.494.
2. A shareholder shall commence a proceeding under subsection 1 of this section in the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
3. If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy.
4. If a shareholder has dissenters' rights under sections 351.750 to 351.865 or sections 351.870 to 351.930 with respect to proposed corporate action, he shall commence a proceeding under this section before he is required to give notice of his intent to demand payment under section 351.890 or to demand payment under section 351.900 or the proceeding is barred.
5. Except as provided in subsections 3 and 4 of this section, a shareholder's right to commence a proceeding under this section and the remedies available under sections 351.855 to 351.865 are in addition to any other right or remedy he may have.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.855 - Ordinary relief.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.855. Ordinary relief. —
If the court finds that one or more of the grounds for relief described in subsection 1 of section 351.850 exist, it may order one or more of the following types of relief:
(1) The performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding;
(2) The cancellation or alteration of any provision in the corporation's articles of incorporation or bylaws;
(3) The removal from office of any director or officer;
(4) The appointment of any individual as a director or officer;
(5) An accounting with respect to any matter in dispute;
(6) The appointment of a custodian to manage the business and affairs of the corporation;
(7) The appointment of a provisional director, who has all the rights, powers, and duties of a duly elected director, to serve for the term and under the conditions prescribed by the court;
(8) The payment of dividends;
(9) The award of damages to any aggrieved party.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.860 - Extraordinary relief — share purchase.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.860. Extraordinary relief — share purchase. —
1. If the court finds that the ordinary relief described in subsection 1 of section 351.855 is or would be inadequate or inappropriate, it may order the corporation dissolved under the provisions of section 351.865 unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on terms determined under subsection 2 of this section.
2. If the court orders a share purchase, it shall:
(1) Determine the fair value of the shares, considering among other relevant evidence the going-concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers, if any, appointed by the court, and any legal constraints on the corporation's ability to purchase the shares;
(2) Specify the terms of the purchase including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's other creditors, security for a deferred purchase price, and a covenant
*
not to compete or other restriction on the seller;
(3) Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;
(4) Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and
(5) Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under the provisions of section 351.865.
3. After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.
4. If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
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(L. 1990 H.B. 1432)
*Word "convenant" appears in original rolls.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.865 - Extraordinary relief — dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.865. Extraordinary relief — dissolution. —
1. The court may dissolve the corporation if it finds:
(1) There are one or more grounds for judicial dissolution under section 351.494; or
(2) All other relief ordered by the court under section 351.855 or 351.860 has failed to resolve the matters in dispute.
2. In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.870 - Definitions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.870. Definitions. —
In sections 351.870 to 351.930:
(1)
"Beneficial shareholder"
means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder;
(2)
"Corporation"
means a statutory close corporation at the time the corporate action is taken and which is the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or consolidation of that issuer;
(3)
"Dissenter"
means a shareholder who is entitled to dissent from corporate action under section 351.875 and who exercises that right when and in the manner required by sections 351.885 to 351.925;
(4)
"Fair value"
, with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable;
(5)
"Record shareholder"
means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation;
(6)
"Shareholder"
means the record shareholder or the beneficial shareholder.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.875 - Grounds for shareholder dissent.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.875. Grounds for shareholder dissent. —
1. A shareholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions:
(1) Consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by law or the articles of incorporation and the shareholder is entitled to vote on the merger; or if the corporation is a subsidiary that is merged with its parent under the provisions of section 351.447;
(2) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;
(3) An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's share because it:
(a) Alters or abolishes a preferential right of the shares;
(b) Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares;
(c) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; or
(d) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or
(4) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.
2. A shareholder entitled to dissent and obtain payment for his shares under sections 351.870 to 351.930 may not challenge the corporate action creating his entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.880 - Rights of partial dissenter.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.880. Rights of partial dissenter. —
1. A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders.
2. A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if:
(1) He submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and
(2) He does so with respect to all shares of which he is the beneficial shareholder or over which he has power to direct the vote.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.885 - Meeting notice to state shareholder may be entitled to assert dissenters' rights.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.885. Meeting notice to state shareholder may be entitled to assert dissenters' rights. —
1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders are or may be entitled to assert dissenters' rights under sections 351.870 to 351.930 and be accompanied by a copy of sections 351.870 to 351.930.
2. If corporate action creating dissenters' rights under section 351.875 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 351.895.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.890 - Written notice of intent to demand payment for shares.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.890. Written notice of intent to demand payment for shares. —
1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights shall deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated, and shall not vote his shares in favor of the proposed action.
2. A shareholder who does not satisfy the requirements of subsection 1 of this section is not entitled to payment for his shares under sections 351.870 to 351.930.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.895 - Written dissenters' notice — contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.895. Written dissenters' notice — contents. —
1. If proposed corporation
*
action creating dissenters' rights under section 351.875 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 351.890.
2. The dissenters' notice shall be sent no later than ten days after approval by the shareholders, or if the corporate action was taken without approval of the shareholders, then ten days after the corporate action was taken. The dissenters' notice shall:
(1) State where the payment demand shall be sent and where and when certificates for certificated shares shall be deposited;
(2) Inform holders of uncertificated shares to what extent transfer of the shares shall be restricted after the payment demand is received;
(3) Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not he acquired beneficial ownership of the shares before that date;
(4) Set a date by which the corporation shall receive the payment demand and when certificates for uncertificated shares shall be deposited, neither of which dates may be fewer than thirty nor more than sixty days after the date the notice provided for in subsection 1 of this section is delivered; and
(5) Be accompanied by a copy of sections 351.870 to 351.930.
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(L. 1990 H.B. 1432)
*Word "corporation" appears in original rolls.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.900 - Shareholder to demand payment and deposit certificates.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.900. Shareholder to demand payment and deposit certificates. —
1. A shareholder sent a dissenters' notice described in section 351.895 shall demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 351.895, and deposit his certificates in accordance with the terms of the notice.
2. The shareholder who demands payment and deposits his share certificates under this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.
3. A shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under sections 351.870 to 351.930.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.905 - Restricted transfer of uncertificated shares.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.905. Restricted transfer of uncertificated shares. —
1. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 351.915.
2. The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.910 - Payment for fair value of shares.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.910. Payment for fair value of shares. —
1. Except as provided in section 351.920, immediately following the later of the effective date of the corporate action creating the dissenters' rights, or receipt of a payment demand, the corporation shall pay each dissenter who complied with section 351.900 the amount the corporation estimates to be the fair value of his shares.
2. The payment shall be accompanied by:
(1) The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the effective date of the corporate action creating the dissenters' rights, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;
(2) A statement of the corporations' estimate of the fair value of the shares;
(3) A statement of the dissenters' right to demand payment under section 351.925; and
(4) A copy of sections 351.870 to 351.930.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.915 - Time period — release of transfer restrictions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.915. Time period — release of transfer restrictions. —
1. If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.
2. If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it shall send a new dissenters' notice under section 351.895 and repeat the payment demand procedure.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.920 - Withholding of payment from dissenter — grounds.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.920. Withholding of payment from dissenter — grounds. —
1. A corporation may elect to withhold payment required by section 351.910 from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to the shareholders of the terms of the proposed corporate action.
2. To the extent the corporation elects to withhold payment under subsection 1 of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares and a statement of the dissenters' right to demand payment under section 351.925.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.925 - Right to demand payment — notification of fair value.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.925. Right to demand payment — notification of fair value. —
1. A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and demand payment of his estimate, less any payment under section 351.910, or reject the corporation's offer under section 351.920 and demand payment of the fair value of his shares due, if:
(1) The dissenter believes that the amount paid under section 351.910 or offered under section 351.920 is less than the fair value of his shares;
(2) The corporation fails to make payment under section 351.910 within sixty days after the date set for demanding payment; or
(3) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment.
2. A dissenter waives his right to demand payment under this section unless he notifies the corporation of his demand in writing under subsection 1 of this section within thirty days after the corporation made or offered payment for his shares.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.930 - Proceeding to determine fair value of shares.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.930. Proceeding to determine fair value of shares. —
1. If a demand for payment under section 351.925 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
2. The corporation shall commence the proceeding in a court of competent jurisdiction located in the county where the corporation's principal office, or, if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in the state where the registered office of the domestic corporation merged with, or whose shares were acquired by the foreign corporation, was located.
3. The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced under subsection 2 of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
5. Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his shares exceeds the amount paid by the corporation, or for the fair value of his after-acquired shares for which the corporation elected to withhold payment under section 351.920.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.935 - Participation in administrative proceedings.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 13 Jul 1990, see footnote
351.935. Participation in administrative proceedings. —
1. A corporation is hereby empowered to participate in an administrative proceeding through an employee designated by the corporation to act on behalf of the corporation, whether or not such employee is an attorney, provided such action is authorized by rules or regulations of the administrative agency. Unless an attorney licensed in this state, such an employee may not file a brief, make other legal argument, offer legal advice, or cross-examine witnesses at the hearing.
2. The provisions of this act
*
shall be severable pursuant to section 1.140.
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(L. 1990 H.B. 1432 §§ 1, 2)
Effective 7-13-90
*"This act" (H.B. 1432, 1990) contained numerous sections. Consult Disposition of Sections table for definitive a listing.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.1000 - Citation of law.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1000. Citation of law. —
Sections 351.1000 to 351.1228 shall be known and may be cited as the "Missouri Cooperative Associations Act". Any cooperative formed under sections 351.1000 to 351.1228 shall not be subject to the provisions regarding cooperative associations found under sections 357.010 to 357.190, and cooperative associations formed under sections 357.010 to 357.190 shall not be subject to the provisions hereunder.
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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 351.1006 - Formation and organization authorized.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1006. Formation and organization authorized. —
A cooperative may be formed and organized under sections 351.1000 to 351.1228 and may conduct or promote any lawful business or purpose for the mutual welfare of its members within or without this state, which may include:
(1) Providing, directly or indirectly, products, supplies, advertising, and marketing programs, or other services to such cooperative's members, and acting as the cooperative members' agent in the negotiation for and procurement of such products, supplies, programs, or services;
(2) Marketing, processing, or otherwise changing the form or marketability of products, supplies, programs, or services, either directly or indirectly; manufacturing and further processing of such products, supplies, programs, or services; other purposes that are necessary or convenient to facilitate the production, distribution or marketing of products, supplies, programs, or services by patron members and others; and other purposes that are related to the business of the cooperative;
(3) Any other lawful purpose that aids, assists, or is beneficial to the cooperative; and
(4) Any other lawful purpose.
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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 351.1009 - Authorized officer or director required, when — bylaws and board — organizational meeting.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1009. Authorized officer or director required, when — bylaws and board — organizational meeting. —
1. A cooperative may be organized by one or more persons. If any organizer shall be a business entity, then such organizer shall be represented by an authorized officer or director of such business entity who shall execute any documents on the organizer's behalf. The organizer or organizers forming the cooperative need not be members of the cooperative.
2. If the persons constituting the first board are not named in the articles, then the organizer or organizers, by majority vote at a meeting or by unanimous written consent, shall have the power to adopt the bylaws and name the persons to serve as the first directors of the board.
3. As soon as convenient after the first board has been named, an organizational meeting of the board shall be held within or without this state at the call of a majority of the directors for the purposes of electing officers, adopting bylaws if not previously adopted by the organizers, and performing any other acts to finalize the cooperative's organization and transact any other business as may come before the board at a 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 351.1012 - Name of cooperative, requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1012. Name of cooperative, requirements. —
1. The name of each cooperative shall include the words "Cooperative", "Association", "Cooperative Association", "Co-op", or "C.A." and, except to the extent a cooperative transacts business under a fictitious name registered in this state to the cooperative, shall be the name under which the cooperative transacts business in this state. The name shall not contain any word or phrase which indicates or implies that the cooperative is any governmental agency.
2. The name of a cooperative shall distinguish the cooperative upon the records in the office of the secretary of state from the name of a domestic business entity or a foreign business entity which is authorized or registered to do business in this state, or a name the right to which is, at the time of organization, reserved or as otherwise provided for by law.
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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 351.1015 - Articles, contents, filing requirements — formation, when — transaction of business, when.

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

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

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1021. Revocation of erroneous filing and curative documents, fee. —
Upon notification that a filing by a cooperative has been made in error and receipt of a court order directing him or her to do so, the secretary of state shall revoke the erroneous filing and authorize a curative document to be filed. A filing fee of five dollars shall be charged for any such revocation and subsequent curative filing.
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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 351.1024 - Date of existence — perpetual duration, exception.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.1024. Date of existence — perpetual duration, exception. —
1. The existence of a cooperative shall commence when the articles are filed with the secretary of state, unless a later date is specified in the articles.
2. A cooperative shall have a perpetual duration unless the cooperative otherwise provides for a limited period of duration in the articles.
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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 351.1039 - Emergency powers and procedures

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

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

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