355.656. Approval required, certain transactions. - Missouri Statutes

Approval required, certain transactions.

355.656. 1. A corporation may sell, lease, exchange, orotherwise dispose of all, or substantially all, of its property,with or without the goodwill, other than in the usual and regularcourse of its activities, on the terms and conditions and for theconsideration determined by the corporation's board if theproposed transaction is authorized by subsection 2 of thissection.

2. Unless this chapter, the articles, bylaws, or the boardof directors or members, acting pursuant to subsection 4 of thissection, require a greater vote or voting by class, the proposedtransaction to be authorized must be approved:

(1) By the board;

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

(3) In writing by any person or persons whose approval isrequired by a provision of the articles authorized by section355.606 for an amendment to the articles or bylaws.

3. If the corporation does not have members the transactionmust be approved by a vote of a majority of the directors inoffice at the time the transaction is approved. In addition thecorporation shall provide notice of any directors' meeting atwhich such approval is to be obtained in accordance withsubsection 3 of section 355.386. The notice must also state thatthe purpose, or one of the purposes, of the meeting is toconsider the sale, lease, exchange, or other disposition of all,or substantially all, of the property or assets of thecorporation and contain or be accompanied by a copy or summary ofa description of the transaction.

4. The board may condition its submission of the proposedtransaction, and the members may condition their approval of thetransaction, on receipt of a higher percentage of affirmativevotes or on any other basis.

5. If the corporation seeks to have the transactionapproved by the members at a membership meeting, the corporationshall give notice to its members of the proposed membershipmeeting in accordance with section 355.251. The notice must alsostate that the purpose, or one of the purposes, of the meeting isto consider the sale, lease, exchange, or other disposition ofall, or substantially all, of the property or assets of thecorporation and contain or be accompanied by a copy or summary ofa description of the transaction.

6. If the board seeks to have the transaction approved bythe members by written consent or written ballot, the materialsoliciting approval shall contain or be accompanied by a copy orsummary of a description of the transaction.

7. A public benefit corporation must give written notice tothe attorney general twenty days before it sells, exchanges, orotherwise disposes of all, or substantially all, of its property.

8. After a sale, lease, exchange, or other disposition ofproperty is authorized, the transaction may be abandoned, subjectto any contractual rights, without further action by the membersor any other person who approved the transaction in accordancewith the procedure set forth in the resolution proposing thetransaction or, if none is set forth, in the manner determined bythe board of directors.

(L. 1994 H.B. 1095)

Effective 7-1-95