355.671. Authorization, approval of dissolution. - Missouri Statutes

Authorization, approval of dissolution.

355.671. 1. Unless this chapter, the articles, bylaws, orthe board of directors or members acting pursuant to subsection 3of this section, require a greater vote or voting by class,dissolution is authorized if it is approved:

(1) By the board;

(2) By the members, if any, by two-thirds of the votes castor a majority 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.

2. If the corporation does not have members, dissolutionmust 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 dissolution of the corporation and contain or beaccompanied by a copy or summary of the plan of dissolution.

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

4. If the board seeks to have dissolution approved by themembers at a membership meeting, the corporation shall givenotice to its members of the proposed membership meeting inaccordance with section 355.251. The notice must also state thatthe purpose, or one of the purposes, of the meeting is toconsider dissolving the corporation and contain or be accompaniedby a copy or summary of the plan of dissolution.

5. If the board seeks to have dissolution approved by themembers by written consent or written ballot, the materialsoliciting the approval shall contain or be accompanied by a copyor summary of the plan of dissolution.

6. The plan of dissolution shall indicate to whom theassets owned or held by the corporation will be distributed afterall creditors have been paid.

(L. 1994 H.B. 1095)

Effective 7-1-95