Effective - 24 Jun 1997
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.
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(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)
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.