Missouri Revised Statutes
Chapter 355 - Nonprofit Corporation Law
Section 355.066 - Definitions.

Effective - 28 Aug 2009
355.066. Definitions. — Unless the context otherwise requires or unless otherwise indicated, as used in this chapter the following terms mean:
(1) "Approved by or approval by the members", approved or ratified by the affirmative vote of a majority of the voters represented and voting at a duly held meeting at which a quorum is present, which affirmative votes also constitute a majority of the required quorum, or by a written ballot or written consent in conformity with this chapter, or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this chapter for any specified member action;
(2) "Articles of incorporation" or "articles", amended and restated articles of incorporation and articles of merger;
(3) "Board" or "board of directors", the board of directors except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to section 355.316;
(4) "Bylaws", the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. Bylaws shall not include legally enforceable covenants, declarations, indentures or restrictions imposed upon members by validly recorded indentures, declarations, covenants, restrictions or other recorded instruments, as they apply to real property;
(5) "Class", a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, "rights" shall be considered the same if they are determined by a formula applied uniformly;
(6) "Corporation", public benefit and mutual benefit corporations;
(7) "Delegates", those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters;
(8) "Deliver" includes mail;
(9) "Directors", individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board;
(10) "Distribution", the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers;
(11) "Domestic corporation", a Missouri corporation;
(12) "Effective date of notice" is defined in section 355.071;
(13) "Employee" does not include an officer or director who is not otherwise employed by the corporation;
(14) "Entity", domestic corporations and foreign corporations, business corporations and foreign business corporations, for-profit and nonprofit unincorporated associations, business trusts, estates, partnerships, trusts, and two or more persons having a joint or common economic interest, and a state, the United States, and foreign governments;
(15) "File", "filed" or "filing", filed in the office of the secretary of state;
(16) "Foreign corporation", a corporation organized under a law other than the laws of this state which would be a nonprofit corporation if formed under the laws of this state;
(17) "Governmental subdivision" includes authority, county, district, and municipality;
(18) "Includes" denotes a partial definition;
(19) "Individual", a natural person;
(20) "Means" denotes a complete definition;
(21) "Member", without regard to what a person is called in the articles or bylaws, any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors; but a person is not a member by virtue of any of the following:
(a) Any rights such person has as a delegate;
(b) Any rights such person has to designate a director or directors; or
(c) Any rights such person has as a director;
(22) "Membership", the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this chapter;
(23) "Mutual benefit corporation", a domestic corporation which is formed as a mutual benefit corporation pursuant to sections 355.096 to 355.121 or is required to be a mutual benefit corporation pursuant to section 355.881;
(24) "Notice" is defined in section 355.071;
(25) "Person" includes any individual or entity;
(26) "Principal office", the office, in or out of this state, so designated in the corporate registration report filed pursuant to section 355.856 where the principal offices of a domestic or foreign corporation are located;
(27) "Proceeding" includes civil suits and criminal, administrative, and investigatory actions;
(28) "Public benefit corporation", a domestic corporation which is formed as a public benefit corporation pursuant to sections 355.096 to 355.121, or is required to be a public benefit corporation pursuant to section 355.881;
(29) "Record date", the date established pursuant to sections 355.181 to 355.311 on which a corporation determines the identity of its members for the purposes of this chapter;
(30) "Resident", a full-time resident of a long-term care facility or residential care facility;
(31) "Secretary", the corporate officer to whom the board of directors has delegated responsibility pursuant to subsection 2 of section 355.431 for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation;
(32) "State", when referring to a part of the United States, includes a state or commonwealth, and its agencies and governmental subdivisions, and any territory or insular possession, and its agencies and governmental subdivisions, of the United States;
(33) "United States" includes any agency of the United States;
(34) "Vote" includes authorization by written ballot and written consent; and
(35) "Voting power", the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
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(L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2009 H.B. 481)

Structure Missouri Revised Statutes

Missouri Revised Statutes

Title XXIII - Corporations, Associations and Partnerships

Chapter 355 - Nonprofit Corporation Law

Section 355.001 - Citation of law.

Section 355.011 - Filing requirements.

Section 355.016 - Forms.

Section 355.020 - Corporations subject to law — acceptance of law, procedure.

Section 355.021 - Fees.

Section 355.023 - Additional fee — expiration date.

Section 355.025 - Purposes for which organized.

Section 355.026 - Effective date of documents.

Section 355.031 - Correction of filed documents.

Section 355.036 - Filing duty of secretary of state — refusal — effect.

Section 355.041 - Mandamus action to compel filing.

Section 355.046 - Evidentiary effect of certificate.

Section 355.051 - Certificate of existence.

Section 355.056 - False document — penalty.

Section 355.061 - Power of secretary of state.

Section 355.066 - Definitions.

Section 355.071 - Notice — form — requirements.

Section 355.076 - Private foundations.

Section 355.081 - Court-ordered meetings.

Section 355.086 - Notice to attorney general, requirement.

Section 355.096 - Articles of incorporation — contents.

Section 355.101 - Corporate existence begins, when.

Section 355.106 - Liability for preincorporation actions.

Section 355.111 - Organizational meeting.

Section 355.116 - Bylaws.

Section 355.121 - Emergency bylaws and powers.

Section 355.126 - Purpose.

Section 355.131 - Duration, succession — general powers.

Section 355.136 - Emergency powers.

Section 355.141 - Power to act — challenge.

Section 355.146 - Corporate name requirements.

Section 355.151 - Reservation of name.

Section 355.161 - Registered office and agent.

Section 355.166 - Change of registered office or agent.

Section 355.171 - Resignation of registered agent.

Section 355.176 - Service.

Section 355.181 - Members.

Section 355.186 - Member's rights, obligations.

Section 355.191 - Membership transfer restricted, when.

Section 355.196 - Merger of domestic corporation.

Section 355.197 - Member's liabilities.

Section 355.201 - Creditor action against member.

Section 355.206 - Resignation of member.

Section 355.211 - Expulsion, suspension, termination of member — procedure.

Section 355.216 - Purchase of membership, restrictions.

Section 355.221 - Derivative suit — proceeding brought in the right of corporation.

Section 355.226 - Delegates.

Section 355.229 - Applicability of law.

Section 355.231 - Annual, regular meetings.

Section 355.236 - Special meetings.

Section 355.241 - Court-ordered meeting, grounds.

Section 355.246 - Action by written consent.

Section 355.251 - Notice of meeting.

Section 355.256 - Waiver of notice.

Section 355.261 - Manner of determining member's eligibility to notice, vote.

Section 355.266 - Action by written ballot.

Section 355.271 - List of members.

Section 355.276 - Number of votes per member.

Section 355.281 - Quorum requirement.

Section 355.286 - Votes of majority of quorum, effect.

Section 355.291 - Proxy vote.

Section 355.296 - Cumulative voting.

Section 355.301 - Alternative methods of electing directors.

Section 355.306 - Corporation's acceptance of vote, effect.

Section 355.316 - Requirement for, duties of board — name of board, permissible alternatives.

Section 355.321 - Directors' qualifications.

Section 355.326 - Election, designation of members.

Section 355.331 - Terms of directors, generally.

Section 355.336 - Staggered terms of directors.

Section 355.341 - Resignation of directors.

Section 355.346 - Removal of directors.

Section 355.351 - Removal of appointed directors.

Section 355.356 - Removal of director by court.

Section 355.361 - Vacancy on board.

Section 355.366 - Compensation of directors.

Section 355.376 - Regular and special meetings.

Section 355.381 - Action without meeting.

Section 355.386 - Call and notice of meetings.

Section 355.391 - Waiver of notice.

Section 355.401 - Quorum and voting.

Section 355.406 - Committees of the board.

Section 355.416 - Director's conflict of interest.

Section 355.421 - Loans, guarantees for directors, officers.

Section 355.426 - Liability for unlawful distribution.

Section 355.431 - Required officers.

Section 355.446 - Resignation, removal of officers.

Section 355.451 - Officer's contract rights.

Section 355.456 - Execution of contracts by officers.

Section 355.461 - Indemnification — definitions.

Section 355.471 - Indemnification of directors.

Section 355.476 - Indemnification of other persons.

Section 355.495 - Powers of general assembly.

Section 355.496 - Insurance.

Section 355.500 - Corporations organized under chapter 352 to continue.

Section 355.501 - Validity of indemnification, advance for expenses.

Section 355.551 - Amendment of articles.

Section 355.556 - Amendment of articles without member approval.

Section 355.561 - Amendment to articles by board or members.

Section 355.566 - Class voting by members on amendments.

Section 355.571 - Articles of amendment, delivery.

Section 355.576 - Restatement of articles of incorporation.

Section 355.581 - Amendment pursuant to judicial reorganization.

Section 355.586 - Effect of amendment.

Section 355.591 - Amendment by incorporators, directors.

Section 355.596 - Amendment by directors and members.

Section 355.601 - Class voting by members on amendments.

Section 355.606 - Approval of amendments.

Section 355.611 - Amendment terminating members or classes.

Section 355.616 - Plan of merger, approval.

Section 355.621 - Limitations upon mergers, certain companies.

Section 355.626 - Approval of plan of merger.

Section 355.631 - Articles of merger.

Section 355.636 - Effect of merger.

Section 355.641 - Merger with foreign corporation.

Section 355.646 - Donations inure to surviving corporation.

Section 355.651 - Sale, encumbrance of property.

Section 355.656 - Approval required, certain transactions.

Section 355.661 - Prohibited and authorized distributions.

Section 355.666 - Dissolution, articles of, notice, plan.

Section 355.671 - Authorization, approval of dissolution.

Section 355.676 - Dissolution of public benefit corporation.

Section 355.681 - Articles of dissolution, contents.

Section 355.686 - Revocation of dissolution.

Section 355.688 - Duty to continue report, tax payments.

Section 355.691 - Effect of dissolution.

Section 355.696 - Claims against dissolved corporation.

Section 355.701 - Notice of dissolution — unknown claims.

Section 355.702 - Claims for which corporation will indemnify.

Section 355.703 - Articles of termination, contents.

Section 355.706 - Administrative dissolution, grounds.

Section 355.711 - Procedure, effect of administrative dissolution.

Section 355.716 - Reinstatement after administrative dissolution or forfeiture.

Section 355.721 - Appeal from denial of reinstatement.

Section 355.726 - Judicial dissolution.

Section 355.731 - Procedure, judicial dissolution.

Section 355.736 - Receivership — custodianship.

Section 355.741 - Decree of dissolution.

Section 355.746 - Assets of dissolved corporation — deposit with state treasurer.

Section 355.751 - Foreign corporation, certificate of authority — transportation of business.

Section 355.756 - Consequences of transacting business without certificate of authority.

Section 355.761 - Application for certificate of authority.

Section 355.766 - Amended certificate of authority.

Section 355.771 - Effect of certificate of authority.

Section 355.776 - Name of foreign corporation.

Section 355.781 - Registered office, agent of foreign corporation.

Section 355.786 - Change of registered office, agent.

Section 355.791 - Resignation of registered agent, foreign corporation.

Section 355.796 - Service upon foreign corporation.

Section 355.801 - Withdrawal of foreign corporation.

Section 355.806 - Revocation of certificate of authority, grounds.

Section 355.811 - Procedure, effect of revocation.

Section 355.813 - Reinstatement after administrative revocation.

Section 355.816 - Appeal from revocation.

Section 355.821 - Corporate records.

Section 355.826 - Member's inspection of records.

Section 355.831 - Scope of inspection right.

Section 355.836 - Court-ordered inspection.

Section 355.841 - Use of membership lists.

Section 355.846 - Furnishing of financial statements.

Section 355.851 - Report of indemnification or advance.

Section 355.856 - Corporate registration report.

Section 355.857 - Option of biennial filing of corporate registration reports.

Section 355.866 - Existing authorized foreign corporations.

Section 355.871 - Repeal of chapter 355 in 1994, effects.

Section 355.881 - Designation of public, mutual benefit corporations.