STATE STATUTES & CODES

MISSOURI STATUTES AND CODES

Chapter 355 Nonprofit Corporation Law

• 355.001. Citation of law.
• 355.011. Filing requirements.
• 355.016. Forms.
• 355.020. Corporations subject to law--acceptance of law, procedure.
• 355.021. Fees.
• 355.023. Additional fee--expiration date.
• 355.025. Purposes for which organized.
• 355.026. Effective date of documents.
• 355.031. Correction of filed documents.
• 355.036. Filing duty of secretary of state--refusal--effect.
• 355.041. Mandamus action to compel filing.
• 355.046. Evidentiary effect of certificate.
• 355.051. Certificate of existence.
• 355.056. False document--penalty.
• 355.061. Power of secretary of state.
• 355.066. Definitions.
• 355.071. Notice--form--requirements.
• 355.076. Private foundations.
• 355.081. Court-ordered meetings.
• 355.086. Notice to attorney general, requirement.
• 355.096. Articles of incorporation--contents.
• 355.101. Corporate existence begins, when.
• 355.106. Liability for preincorporation actions.
• 355.111. Organizational meeting.
• 355.116. Bylaws.
• 355.121. Emergency bylaws and powers.
• 355.126. Purpose.
• 355.131. Duration, succession--general powers.
• 355.136. Emergency powers.
• 355.141. Power to act--challenge.
• 355.146. Corporate name requirements.
• 355.151. Reservation of name.
• 355.161. Registered office and agent.
• 355.166. Change of registered office or agent.
• 355.171. Resignation of registered agent.
• 355.176. Service.
• 355.181. Members.
• 355.186. Member's rights, obligations.
• 355.191. Membership transfer restricted, when.
• 355.196. Merger of domestic corporation.
• 355.197. Member's liabilities.
• 355.201. Creditor action against member.
• 355.206. Resignation of member.
• 355.211. Expulsion, suspension, termination of member--procedure.
• 355.216. Purchase of membership, restrictions.
• 355.221. Derivative suit--proceeding brought in the right of corporation.
• 355.226. Delegates.
• 355.229. Applicability of law.
• 355.231. Annual, regular meetings.
• 355.236. Special meetings.
• 355.241. Court-ordered meeting, grounds.
• 355.246. Action by written consent.
• 355.251. Notice of meeting.
• 355.256. Waiver of notice.
• 355.261. Manner of determining member's eligibility to notice, vote.
• 355.266. Action by written ballot.
• 355.271. List of members.
• 355.276. Number of votes per member.
• 355.281. Quorum requirement.
• 355.286. Votes of majority of quorum, effect.
• 355.291. Proxy vote.
• 355.296. Cumulative voting.
• 355.301. Alternative methods of electing directors.
• 355.306. Corporation's acceptance of vote, effect.
• 355.316. Requirement for, duties of board--name of board, permissible alternatives.
• 355.321. Directors' qualifications.
• 355.326. Election, designation of members.
• 355.331. Terms of directors, generally.
• 355.336. Staggered terms of directors.
• 355.341. Resignation of directors.
• 355.346. Removal of directors.
• 355.351. Removal of appointed directors.
• 355.356. Removal of director by court.
• 355.361. Vacancy on board.
• 355.366. Compensation of directors.
• 355.376. Regular and special meetings.
• 355.381. Action without meeting.
• 355.386. Call and notice of meetings.
• 355.391. Waiver of notice.
• 355.401. Quorum and voting.
• 355.406. Committees of the board.
• 355.416. Director's conflict of interest.
• 355.421. Loans, guarantees for directors, officers.
• 355.426. Liability for unlawful distribution.
• 355.431. Required officers.
• 355.446. Resignation, removal of officers.
• 355.451. Officer's contract rights.
• 355.456. Execution of contracts by officers.
• 355.461. Indemnification--definitions.
• 355.471. Indemnification of directors.
• 355.476. Indemnification of other persons.
• 355.495. Powers of general assembly.
• 355.496. Insurance.
• 355.500. Corporations organized under chapter 352 to continue.
• 355.501. Validity of indemnification, advance for expenses.
• 355.551. Amendment of articles.
• 355.556. Amendment of articles without member approval.
• 355.561. Amendment to articles by board or members.
• 355.566. Class voting by members on amendments.
• 355.571. Articles of amendment, delivery.
• 355.576. Restatement of articles of incorporation.
• 355.581. Amendment pursuant to judicial reorganization.
• 355.586. Effect of amendment.
• 355.591. Amendment by incorporators, directors.
• 355.596. Amendment by directors and members.
• 355.601. Class voting by members on amendments.
• 355.606. Approval of amendments.
• 355.611. Amendment terminating members or classes.
• 355.616. Plan of merger, approval.
• 355.621. Limitations upon mergers, certain companies.
• 355.626. Approval of plan of merger.
• 355.631. Articles of merger.
• 355.636. Effect of merger.
• 355.641. Merger with foreign corporation.
• 355.646. Donations inure to surviving corporation.
• 355.651. Sale, encumbrance of property.
• 355.656. Approval required, certain transactions.
• 355.661. Prohibited and authorized distributions.
• 355.666. Dissolution, articles of, notice, plan.
• 355.671. Authorization, approval of dissolution.
• 355.676. Dissolution of public benefit corporation.
• 355.681. Articles of dissolution, contents.
• 355.686. Revocation of dissolution.
• 355.688. Duty to continue report, tax payments.
• 355.691. Effect of dissolution.
• 355.696. Claims against dissolved corporation.
• 355.701. Notice of dissolution--unknown claims.
• 355.702. Claims for which corporation will indemnify.
• 355.703. Articles of termination, contents.
• 355.706. Administrative dissolution, grounds.
• 355.711. Procedure, effect of administrative dissolution.
• 355.716. Reinstatement after administrative dissolution or forfeiture.
• 355.721. Appeal from denial of reinstatement.
• 355.726. Judicial dissolution.
• 355.731. Procedure, judicial dissolution.
• 355.736. Receivership--custodianship.
• 355.741. Decree of dissolution.
• 355.746. Assets of dissolved corporation--deposit with state treasurer.
• 355.751. Foreign corporation, certificate of authority--transportation of business.
• 355.756. Consequences of transacting business without certificate of authority.
• 355.761. Application for certificate of authority.
• 355.766. Amended certificate of authority.
• 355.771. Effect of certificate of authority.
• 355.776. Name of foreign corporation.
• 355.781. Registered office, agent of foreign corporation.
• 355.786. Change of registered office, agent.
• 355.791. Resignation of registered agent, foreign corporation.
• 355.796. Service upon foreign corporation.
• 355.801. Withdrawal of foreign corporation.
• 355.806. Revocation of certificate of authority, grounds.
• 355.811. Procedure, effect of revocation.
• 355.813. Reinstatement after administrative revocation.
• 355.816. Appeal from revocation.
• 355.821. Corporate records.
• 355.826. Member's inspection of records.
• 355.831. Scope of inspection right.
• 355.836. Court-ordered inspection.
• 355.841. Use of membership lists.
• 355.846. Furnishing of financial statements.
• 355.851. Report of indemnification or advance.
• 355.856. Corporate registration report.
• 355.857. Option of biennial filing of corporate registration reports.
• 355.866. Existing authorized foreign corporations.
• 355.871. Repeal of chapter 355, effects.
• 355.881. Designation of public, mutual benefit corporations.

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