355.081. Court-ordered meetings.

MISSOURI STATUTES AND CODES

355.081. Court-ordered meetings.

Court-ordered meetings.

355.081. 1. If for any reason it is impractical orimpossible for any corporation to call or conduct a meeting ofits members, delegates, or directors, or otherwise obtain theirconsent, in the manner prescribed by its articles, bylaws, orthis chapter, then upon petition of a director, officer,delegate, member, or the attorney general, the circuit court ofthe county where the corporation has its principal place ofbusiness may order that such a meeting be called or that awritten ballot or other form of obtaining the vote of members,delegates, or directors be authorized, in such a manner as thecourt finds fair and equitable under the circumstances.

2. The court shall, in an order issued pursuant to thissection, provide for a method of notice reasonably designed togive actual notice to all persons who would be entitled to noticeof a meeting held pursuant to the articles, bylaws and thischapter, whether or not the method results in actual notice toall such persons or conforms to the notice requirements thatwould otherwise apply. In a proceeding under this section thecourt may determine who the members or directors are.

3. The order issued pursuant to this section may dispensewith any requirement relating to the holding of or voting atmeetings or obtaining votes, including any requirements as toquorums or as to the number or percentage of votes needed forapproval, that would otherwise be imposed by the articles,bylaws, or this chapter.

4. Whenever practical any order issued pursuant to thissection shall limit the subject matter of meetings or other formsof consent authorized to items, including amendments to thearticles or bylaws, the resolution of which will or may enablethe corporation to continue managing its affairs without furtherresort to this section; but an order under this section may alsoauthorize the obtaining of whatever votes and approvals arenecessary for the dissolution, merger or sale of assets.

5. Any meeting or other method of obtaining the vote ofmembers, delegates, or directors conducted pursuant to an orderissued under this section, and which complies with all theprovisions of such order, is for all purposes a valid meeting orvote, as the case may be, and shall have the same force andeffect as if it complied with every requirement imposed by thearticles, bylaws and this chapter.