Title XXIII, CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

355.261. Manner of determining member's eligibility to notice, vote. — 1. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fi…

355.266. Action by written ballot. — 1. Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled …

355.271. List of members. — 1. After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to vote at the annual meeting. The list must show the address and number of votes each member is …

355.276. Number of votes per member. — 1. Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. 2. Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more …

355.281. Quorum requirement. — 1. Unless this chapter or the articles or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. 2. A bylaw amendment t…

355.286. Votes of majority of quorum, effect. — 1. Unless this chapter or the articles or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative votes of the votes represented and voting, which affirmative votes also constitute a majority of…

355.291. Proxy vote. — 1. Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. 2. An appointment of a proxy is effective when …

355.296. Cumulative voting. — 1. If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a …

355.301. Alternative methods of electing directors. — A corporation may provide in its articles or bylaws for election of directors by members or delegates on the basis of chapter or other organizational unit, by region or other geographic unit, by preferential voting, or by any …

355.306. Corporation's acceptance of vote, effect. — 1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and giv…

355.316. Requirement for, duties of board — name of board, permissible alternatives. — 1. Each corporation shall have a board of directors, which may also be called a board of trustees, a board of regents or a board of overseers. 2. Except as provided in this chapter, all corpora…

355.321. Directors' qualifications. — 1. All directors must be natural persons. The articles or bylaws may prescribe other qualifications for directors. 2. A board of directors must consist of three or more persons, with the number specified in or fixed in accordance with the art…

355.326. Election, designation of members. — 1. If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time o…

355.331. Terms of directors, generally. — 1. The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed six years. In the absence of any term specified in the articles or bylaws, the term of eac…

355.336. Staggered terms of directors. — The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. ­­-------- (L. 1994 H.B. 1095) Effective 7-01-95…

355.341. Resignation of directors. — 1. A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary. 2. Unless otherwise stated in the bylaws or articles of incorporation, a resignation is effect…

355.346. Removal of directors. — 1. The members may, without cause, remove one or more directors elected by them. 2. If a director is elected by a class, chapter or other organizational unit, or by region or other geographic grouping, the director may be removed only by the membe…

355.351. Removal of appointed directors. — 1. A director may be removed by an amendment to the articles or bylaws deleting or changing the designation. 2. Appointed directors: (1) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without…

355.356. Removal of director by court. — 1. The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of th…

355.361. Vacancy on board. — 1. Unless the articles or bylaws provide otherwise, and except as provided in subsection 2 of this section and subsection 3 of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of d…

355.366. Compensation of directors. — Unless the articles or bylaws provide otherwise, the directors may not be compensated for their services as such. ­­-------- (L. 1994 H.B. 1095) Effective 7-01-95

355.376. Regular and special meetings. — 1. If the time and place of a directors' meeting are fixed by the bylaws, or the board meets at regular intervals, the meetings are regular meetings. All other meetings are special meetings. 2. A board of directors may hold regular or spec…

355.381. Action without meeting. — 1. Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be e…

355.386. Call and notice of meetings. — 1. Unless the articles or bylaws provide otherwise, or except as otherwise provided in this section, regular meetings of the board may be held without notice. 2. Unless the articles or bylaws provide otherwise, special meetings of the board…

355.391. Waiver of notice. — 1. A director may at any time waive any notice required by this chapter, the articles or bylaws. Except as provided in subsection 2 of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minut…

355.401. Quorum and voting. — 1. Except as otherwise provided in this chapter, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum…

355.406. Committees of the board. — 1. Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the …

355.416. Director's conflict of interest. — 1. A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a material interest. A conflict of interest transaction is not voidable or the basis for imposing liability on a nonc…

355.421. Loans, guarantees for directors, officers. — A corporation which qualifies for an exemption from federal income tax in accordance with U.S.C. 26 Sec. 501(c) may lend money to or guarantee the obligation of a director or officer of the corporation, provided that such loan…

355.426. Liability for unlawful distribution. — 1. Except in reliance on information described in subsection 3 of this section, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the di…

355.431. Required officers. — 1. Unless otherwise provided in the articles or bylaws, a corporation shall have a chairman or president, or both a chairman and president, a secretary, a treasurer and such other officers as are appointed by the board. In addition to other matters, …

355.446. Resignation, removal of officers. — 1. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future effective date. If a resignation is made effective at a future d…

355.451. Officer's contract rights. — 1. The appointment of an officer does not itself create contract rights. 2. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract …

355.456. Execution of contracts by officers. — Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowle…

355.461. Indemnification — definitions. — As used in sections 355.461 to 355.501, the following terms mean: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon con…

355.471. Indemnification of directors. — Unless limited by its articles of incorporation or bylaws, a corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is …

355.476. Indemnification of other persons. — 1. A corporation created under the laws of this state may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, admi…

355.495. Powers of general assembly. — The general assembly shall at all times have power to prescribe such regulations, provisions, and limitations with respect to corporations to which this chapter is applicable as it may deem advisable, which regulations, provisions and limita…

355.496. Insurance. — A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request …

355.500. Corporations organized under chapter 352 to continue. — Chapter 352 shall remain in force and effect as to corporations heretofore or hereafter organized thereunder which do not accept the provisions of this chapter in the manner provided in section 355.020. Nothing cont…

355.501. Validity of indemnification, advance for expenses. — 1. A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a con…

355.551. Amendment of articles. — A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in th…

355.556. Amendment of articles without member approval. — 1. Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval: (1) To extend the duration of the corporation if it was i…

355.561. Amendment to articles by board or members. — 1. Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2 of this section, or the board of directors acting pursuant to subsection 3 of this section, require a greater vote or voting by class, a…

355.566. Class voting by members on amendments. — 1. Except as otherwise provided in this section the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class …

355.571. Articles of amendment, delivery. — A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) If …