reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.286 - Votes of majority of quorum, effect.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.286. Votes of majority of quorum, effect. —
1. Unless this chapter or the articles or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative votes of the votes represented and voting, which affirmative votes also constitute a majority of the required quorum, is the act of the members.
2. A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.291 - Proxy vote.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.291. Proxy vote. —
1. Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.
2. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form, but no proxy shall be valid for more than three years from the date of the appointment's execution.
3. An appointment of a proxy is revocable by the member.
4. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
5. Appointment of a proxy is revoked by the person appointing the proxy attending any meeting and voting in person, or signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a written statement that the appointment of the proxy is revoked or a subsequent appointment form.
6. Subject to section 355.306 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.296 - Cumulative voting.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.296. Cumulative voting. —
1. If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.
2. Cumulative voting is not authorized at a particular meeting unless:
(1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(2) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.
3. A director elected by cumulative voting may be removed by the members without cause if the requirements of section 355.346 are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast, or, if such action is taken by written ballot, all memberships entitled to vote were voted, and the entire number of directors authorized at the time of the director's most recent election were then being elected.
4. Members may not cumulatively vote if the directors and members are identical.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.301 - Alternative methods of electing directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.301. Alternative methods of electing directors. —
A corporation may provide in its articles or bylaws for election of directors by members or delegates on the basis of chapter or other organizational unit, by region or other geographic unit, by preferential voting, or by any other reasonable method.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.306 - Corporation's acceptance of vote, effect.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.306. Corporation's acceptance of vote, effect. —
1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
2. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; and
(4) In the case of a mutual benefit corporation:
(a) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(b) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.
3. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
4. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
5. Corporation action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.316 - Requirement for, duties of board — name of board, permissible alternatives.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 1997
355.316. Requirement for, duties of board — name of board, permissible alternatives. —
1. Each corporation shall have a board of directors, which may also be called a board of trustees, a board of regents or a board of overseers.
2. Except as provided in this chapter, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
3. Any corporation established pursuant to this chapter before August 28, 1997, may use the term "board of curators" as the name of the not-for-profit corporation's board of directors.
­­--------
(L. 1994 H.B. 1095, A.L. 1997 H.B. 250)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.321 - Directors' qualifications.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.321. Directors' qualifications. —
1. All directors must be natural persons. The articles or bylaws may prescribe other qualifications for directors.
2. A board of directors must consist of three or more persons, with the number specified in or fixed in accordance with the articles or bylaws.
3. The number of directors may be increased or decreased, but to no fewer than three, from time to time by amendment to or in the manner prescribed in the articles or bylaws.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.326 - Election, designation of members.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.326. Election, designation of members. —
1. If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.
2. If the corporation does not have members, all the directors, except the initial directors, shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors, other than the initial directors, shall be elected by the board.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.331 - Terms of directors, generally.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2003
355.331. Terms of directors, generally. —
1. The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed six years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one year. Directors may be elected for successive terms.
2. A decrease in the number of directors or term of office does not shorten an incumbent director's term.
3. Except as provided in the articles or bylaws:
(1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2) The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
4. Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
­­--------
(L. 1994 H.B. 1095, A.L. 1996 S.B. 768, A.L. 2003 S.B. 463)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.336 - Staggered terms of directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.336. Staggered terms of directors. —
The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.341 - Resignation of directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.341. Resignation of directors. —
1. A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.
2. Unless otherwise stated in the bylaws or articles of incorporation, a resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.346 - Removal of directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.346. Removal of directors. —
1. The members may, without cause, remove one or more directors elected by them.
2. If a director is elected by a class, chapter or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
3. Except as provided in subsection 9 of this section, a director may be removed under subsection 1 of this section or subsection 2 of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
5. A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
6. In computing whether a director is protected from removal under subsection 2, 3 or 4 of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
7. An entire board of directors may be removed under the provisions of subsections 1 to 5 of this section.
8. A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws; but a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.
9. If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.351 - Removal of appointed directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.351. Removal of appointed directors. —
1. A director may be removed by an amendment to the articles or bylaws deleting or changing the designation.
2. Appointed directors:
(1) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;
(2) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary;
(3) A removal is effective when the notice is delivered unless the notice specifies a future effective date.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.356 - Removal of director by court.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.356. Removal of director by court. —
1. The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class, or the attorney general in the case of a public benefit corporation if the court finds that:
(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in sections 355.416 to 355.426; and
(2) Removal is in the best interest of the corporation.
2. The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
3. If members or the attorney general commence a proceeding under subsection 1 of this section, the corporation shall be made a party defendant.
4. If a public benefit corporation or its members commence a proceeding under subsection 1 of this section, they shall give the attorney general written notice of the proceeding.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.361 - Vacancy on board.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.361. Vacancy on board. —
1. Unless the articles or bylaws provide otherwise, and except as provided in subsection 2 of this section and subsection 3 of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) The members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter or other organization unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(2) The board of directors may fill the vacancy; or
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
2. Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
3. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
4. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection 2 of section 355.341 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.366 - Compensation of directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.366. Compensation of directors. —
Unless the articles or bylaws provide otherwise, the directors may not be compensated for their services as such.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.376 - Regular and special meetings.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.376. Regular and special meetings. —
1. If the time and place of a directors' meeting are fixed by the bylaws, or the board meets at regular intervals, the meetings are regular meetings. All other meetings are special meetings.
2. A board of directors may hold regular or special meetings in or out of this state.
3. Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.381 - Action without meeting.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.381. Action without meeting. —
1. Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.
2. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
3. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.386 - Call and notice of meetings.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.386. Call and notice of meetings. —
1. Unless the articles or bylaws provide otherwise, or except as otherwise provided in this section, regular meetings of the board may be held without notice.
2. Unless the articles or bylaws provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, place, and purpose of the meeting.
3. Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or at least twenty percent of the directors then in office may call and give notice of a meeting of the board.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.391 - Waiver of notice.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.391. Waiver of notice. —
1. A director may at any time waive any notice required by this chapter, the articles or bylaws. Except as provided in subsection 2 of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.
2. A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles or bylaws objects to lack of notice and does not vote for or assent to the objected-to action.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.401 - Quorum and voting.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.401. Quorum and voting. —
1. Except as otherwise provided in this chapter, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.
2. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles or bylaws require the vote of a greater number of directors.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.406 - Committees of the board.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.406. Committees of the board. —
1. Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the board.
2. The creation of a committee and appointment of members to it must be approved by the greater of:
(1) A majority of all the directors in office when the action is taken; or
(2) The number of directors required by the articles or bylaws to take action under section 355.401.
3. Sections 355.376 to 355.401, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and committee members as well.
4. To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 355.316.
5. A committee of the board may not:
(1) Authorize distributions to members, directors, officers, agents or employees except in exchange for value received;
(2) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;
(3) Unless otherwise stated in the bylaws or articles of incorporation, elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
(4) Adopt, amend or repeal the articles or bylaws.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.421 - Loans, guarantees for directors, officers.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.421. Loans, guarantees for directors, officers. —
A corporation which qualifies for an exemption from federal income tax in accordance with U.S.C. 26 Sec. 501(c) may lend money to or guarantee the obligation of a director or officer of the corporation, provided that such loan does not exceed the lesser of twenty-five percent of the total assets of the corporation or two hundred and fifty thousand dollars.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.426 - Liability for unlawful distribution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.426. Liability for unlawful distribution. —
1. Except in reliance on information described in subsection 3 of this section, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.
2. A director held liable for an unlawful distribution under subsection 1 of this section is entitled to contribution:
(1) From every other director who voted for or assented to the distribution without relying on the information described in subsection 3 of this section; and
(2) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.
3. In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, certified public accountants or other persons as to matters the director reasonably believes are within the persons' professional or expert competence;
(3) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or
(4) In the case of a public benefit corporation which is a church or convention or association of churches, religious authorities and ministers, priests, rabbis, or other persons whose positions or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
4. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection 3 of this section unwarranted.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.431 - Required officers.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 24 Jun 1997, see footnote
355.431. Required officers. —
1. Unless otherwise provided in the articles or bylaws, a corporation shall have a chairman or president, or both a chairman and president, a secretary, a treasurer and such other officers as are appointed by the board. In addition to other matters, the articles or bylaws may provide for the direct election of officers of the corporation by the members.
2. The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.
3. The same individual may simultaneously hold more than one office in a corporation.
­­--------
(L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.446 - Resignation, removal of officers.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.446. Resignation, removal of officers. —
1. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
2. A board may remove any officer at any time with or without cause.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.451 - Officer's contract rights.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.451. Officer's contract rights. —
1. The appointment of an officer does not itself create contract rights.
2. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.456 - Execution of contracts by officers.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.456. Execution of contracts by officers. —
Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in category 1 or by one officer in category 1 and one officer in category 2. Category 1 officers are the presiding officer of the board and the president. Category 2 officers are a vice president, the secretary, treasurer and the executive director.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.461 - Indemnification — definitions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.461. Indemnification — definitions. —
As used in sections 355.461 to 355.501, the following terms mean:
(1)
"Corporation"
includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;
(2)
"Director"
, an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director;
(3)
"Expenses"
include counsel fees;
(4)
"Liability"
, the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding;
(5)
"Official capacity"
, the office of director in a corporation when used with respect to a director; and, when used with respect to an individual other than a director, as contemplated in section 355.476, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;
(6)
"Party"
includes an individual who was, is or is threatened to be made, a named defendant or respondent in a proceeding;
(7)
"Proceeding"
, any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, or investigative, and whether formal or informal.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.471 - Indemnification of directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 24 Jun 1997, see footnote
355.471. Indemnification of directors. —
Unless limited by its articles of incorporation or bylaws, a corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.
­­--------
(L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.495 - Powers of general assembly.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 1953
355.495. Powers of general assembly. —
The general assembly shall at all times have power to prescribe such regulations, provisions, and limitations with respect to corporations to which this chapter is applicable as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations, domestic or foreign, subject to the provisions of this chapter, and the general assembly shall have power to amend, repeal, or modify this chapter at pleasure.
­­--------
(L. 1953 p. 322 § 101)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.496 - Insurance.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.496. Insurance. —
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 355.461 or 355.476.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.500 - Corporations organized under chapter 352 to continue.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 1953
355.500. Corporations organized under chapter 352 to continue. —
Chapter 352 shall remain in force and effect as to corporations heretofore or hereafter organized thereunder which do not accept the provisions of this chapter in the manner provided in section 355.020. Nothing contained herein shall affect the right to organize a corporation under said chapter 352 or the powers or rights of corporations heretofore or hereafter organized thereunder or the right of any corporation organized thereunder to act either within or without the state of Missouri.
­­--------
(L. 1953 p. 322 § 103)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.501 - Validity of indemnification, advance for expenses.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.501. Validity of indemnification, advance for expenses. —
1. A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with sections 355.461 to 355.501. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.
2. Sections 355.461 to 355.501 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.551 - Amendment of articles.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.551. Amendment of articles. —
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.556 - Amendment of articles without member approval.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.556. Amendment of articles without member approval. —
1. Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:
(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) To delete the names and addresses of the initial directors;
(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(4) To change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or
(5) To make any other change expressly permitted by this chapter to be made by director action.
2. If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to section 355.606. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with subsection 3 of section 355.386. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
­­--------
(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.561 - Amendment to articles by board or members.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 2000, see footnote
355.561. Amendment to articles by board or members. —
1. Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2 of this section, or the board of directors acting pursuant to subsection 3 of this section, require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved:
(1) By the board if the corporation is a public benefit corporation, other than a church or a convention or association of churches as described in subsection 6 of this section, and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(2) Except as provided in subsection 1 of section 355.556, by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 355.606.
2. The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
3. If the board initiates an amendment to the articles or board approval is required by subsection 1 of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.
4. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 355.251. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
5. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
6. An amendment to the articles of a public benefit corporation, which is a church or a convention or association of churches, to be adopted must be approved:
(1) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(2) In writing by any person or persons whose approval is required by a provision of the articles or bylaws authorized by section 355.606.
­­--------
(L. 1994 H.B. 1095, A.L. 2000 H.B. 1808)
Effective 7-01-00