Missouri Revised Statutes
Chapter 355 - Nonprofit Corporation Law
Section 355.601 - Class voting by members on amendments.

Effective - 01 Jul 1995
355.601. Class voting by members on amendments. — 1. Except as otherwise provided in this section the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
2. The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(1) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;
(2) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(3) Increase or decrease the number of memberships authorized for that class;
(4) Increase the number of memberships authorized for another class;
(5) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(6) Authorize a new class of memberships.
3. The members of a class of a public benefit corporation which is a church or convention or association of churches are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
4. If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
5. If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
6. A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
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(L. 1994 H.B. 1095)
Effective 7-01-95

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.