Effective - 01 Jul 1995
355.131. Duration, succession — general powers. — Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including, without limitation, power:
(1) To sue and be sued, complain, and defend in its corporate name;
(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it;
(3) To make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation;
(4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(6) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any entity;
(7) To make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 355.421;
(9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;
(10) To conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this state;
(11) To elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation;
(12) To pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13) To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interests;
(14) To impose dues, assessments, admission and transfer fees upon its members;
(15) To establish conditions for admission of members, admit members and issue memberships;
(16) To carry on a business or businesses, either directly or through one or more for-profit or nonprofit subsidiary corporations; and
(17) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
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(L. 1994 H.B. 1095)
Effective 7-01-95
Structure 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 355.020 - Corporations subject to law — acceptance of law, procedure.
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 355.121 - Emergency bylaws and powers.
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 355.186 - 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 355.229 - 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 355.296 - 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 355.500 - 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.