355.596. Amendment by directors and members. - Missouri Statutes

Amendment by directors and members.

355.596. 1. Unless this chapter, the articles, bylaws, the membersacting pursuant to subsection 2 of this section, or the board of directorsacting pursuant to subsection 3 of this section, require a greater vote orvoting by class, an amendment to a corporation's bylaws to be adopted mustbe approved:

(1) By the board if the corporation is a public benefit corporation,other than a church or a convention or association of churches as describedin subsection 6 of this section, and the amendment does not relate to thenumber of directors, the composition of the board, the term of office ofdirectors, or the method or way in which directors are elected or selected;

(2) By the members by two-thirds of the votes cast or a majority ofthe voting power, whichever is less; and

(3) In writing by any person or persons whose approval is required bya provision of the articles authorized by section 355.606.

2. The members may condition the amendment's adoption on its receiptof a higher percentage of affirmative votes or on any other basis.

3. If the board initiates an amendment to the bylaws or boardapproval is required by subsection 1 of this section to adopt an amendmentto the bylaws, the board may condition the amendment's adoption on receiptof a higher percentage of affirmative votes or on any other basis.

4. If the board or the members seek to have the amendment approved bythe members at a membership meeting, the corporation shall give notice toits members of the proposed membership meeting in writing in accordancewith section 355.251. The notice must also state that the purpose, or oneof the purposes, of the meeting is to consider the proposed amendment andcontain or be accompanied by a copy or summary of the amendment.

5. If the board or the members seek to have the amendment approved bythe members by written consent or written ballot, the material solicitingthe approval shall contain or be accompanied by a copy or summary of theamendment.

6. An amendment to the bylaws of a public benefit corporation, whichis a church or a convention or association of churches, to be adopted mustbe approved:

(1) By the members by two-thirds of the votes cast or a majority ofthe voting power, whichever is less; and

(2) In writing by any person or persons whose approval is required bya provision of the bylaws authorized by section 355.606.

(L. 1994 H.B. 1095, A.L. 2000 H.B. 1808)

Effective 7-1-00