Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.090. Articles of incorporation, how amended. — 1. At any time or times before the corporation has received any payment for any of its shares, the board of directors may adopt amendments to the articles of incorporation by executing a certificate of amendment as provided in su…

351.093. Certain shareholders must be permitted to vote, when. — 1. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment to the articles of incorporation, whether or not entitled to vote thereon by the provisions of such …

351.095. Certificate of amendment, contents of. — 1. To adopt an amendment of the articles of incorporation as provided in subsection 1 of section 351.090, a majority of the board of directors shall execute a certificate of amendment that shall be delivered to the secretary of st…

351.100. Certificate of amendment, secretary of state to file and certify, when. — 1. Upon receipt by the secretary of state of duplicate originals of any certificate of amendment, he shall file the same, if he finds that the certificate of amendment conforms to law, and that the…

351.1000. Citation of law. — Sections 351.1000 to 351.1228 shall be known and may be cited as the "Missouri Cooperative Associations Act". Any cooperative formed under sections 351.1000 to 351.1228 shall not be subject to the provisions regarding cooperative associations found un…

351.1003. Definitions — As used in sections 351.1000 to 351.1228, the following words shall mean: (1) "Alternative ballot", an alternative method of voting by a member, and may include voting by electronic, telephonic, internet, or other means that reasonably allow members the op…

351.1006. Formation and organization authorized. — A cooperative may be formed and organized under sections 351.1000 to 351.1228 and may conduct or promote any lawful business or purpose for the mutual welfare of its members within or without this state, which may include: (1) Pr…

351.1009. Authorized officer or director required, when — bylaws and board — organizational meeting. — 1. A cooperative may be organized by one or more persons. If any organizer shall be a business entity, then such organizer shall be represented by an authorized officer or direc…

351.1012. Name of cooperative, requirements. — 1. The name of each cooperative shall include the words "Cooperative", "Association", "Cooperative Association", "Co-op", or "C.A." and, except to the extent a cooperative transacts business under a fictitious name registered in this…

351.1015. Articles, contents, filing requirements — formation, when — transaction of business, when. — 1. (1) The articles shall include: (a) The name of the cooperative; (b) The purpose of the cooperative, which may be or may include the transaction of any lawful business for wh…

351.1018. Amendment of articles, procedure. — 1. Unless otherwise set forth in the articles or bylaws, the articles may be amended as follows: (1) The board, by majority vote, shall pass a resolution stating the text of the proposed amendment, a copy of which shall be forwarded b…

351.1021. Revocation of erroneous filing and curative documents, fee. — Upon notification that a filing by a cooperative has been made in error and receipt of a court order directing him or her to do so, the secretary of state shall revoke the erroneous filing and authorize a cur…

351.1024. Date of existence — perpetual duration, exception. — 1. The existence of a cooperative shall commence when the articles are filed with the secretary of state, unless a later date is specified in the articles. 2. A cooperative shall have a perpetual duration unless the c…

351.1027. Office and agent requirements — change of office or agent, procedure — resignation of agent, procedure — appointment of agent by secretary of state, when. — 1. Each cooperative shall have and shall continuously maintain in this state: (1) A registered office that may be…

351.1030. Bylaw requirements, adoption, amendment — emergency bylaws permitted. — 1. A cooperative shall have bylaws governing the cooperative's business affairs and structure; the qualifications, classification, rights, and obligations of its members; and the classifications, al…

351.1033. Record-keeping requirements — examination of records, when. — 1. (1) A cooperative shall keep as permanent records, minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting, and a record of all …

351.1036. Additional powers — act as agent of members, when — contractual authority — property rights — financial rights — employee benefits permitted. — 1. In addition to other powers, a cooperative as an agent or otherwise: (1) May perform every act necessary or proper to condu…

351.1039. Emergency powers and procedures — 1. In anticipation of or during an emergency as provided in subsection 4 of this section, the board may: (1) Modify lines of succession to accommodate for the incapacity of any director, officer, employee, or agent; and (2) Relocate the…

351.1042. Governance by board required — board action, requirements — third-party agreements permitted, when. — 1. A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to a manager…

351.1045. Minimum number of directors — division into classes permitted. — Except as otherwise set forth in the articles or bylaws, the board shall not have less than five directors, except that a cooperative with fifty or fewer members may have three or more directors as prescri…

351.1048. Board election, procedure — voting by mail, procedure. — 1. The organizers shall elect the first board to serve in accordance with subsection 2 of section 351.1009 until directors are elected by members. Until election by members, the first board shall appoint directors…

351.105. When amendment shall become effective. — 1. Upon the filing of the certificate of amendment and the issuance of the certificate by the secretary of state, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly; pr…

351.1051. Vacancy, how filled. — 1. Unless otherwise provided in the articles or bylaws, if a director position which is elected by patron members becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in con…

351.1054. Removal of director, procedure. — 1. The provisions of this section apply unless modified by the articles or bylaws. 2. Any director of the cooperative may be removed by the action of the majority of the entire board if the director to be removed shall, at the time of r…

351.1057. Meetings, conferences. — 1. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without this state as the board may select or by any means described in subsection 2 of this section. If the board fails to selec…

351.106. Restatement of articles of incorporation. — A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the following manner: (1) The board of directors of the corporation may at any time adopt a resolution setting forth restat…

351.1060. Quorum requirements. — A majority, or a larger or smaller portion or number as provided in the articles or bylaws which in no event shall be less than one-third, of the directors currently holding office is a quorum for the transaction of business at a meeting of the bo…

351.1063. Majority vote required, when. — The board shall take action by the affirmative vote of the majority of directors present at a duly held meeting at which a quorum is present, unless otherwise provided in sections 351.1000 to 351.1228, the articles, or bylaws. ­­-------- …

351.1066. Written action permitted, when, procedure. — 1. If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the number of directors which would be required to take the same action at a meetin…

351.1069. Committees, procedure for meetings, minutes — committee members considered directors. — 1. Unless otherwise set forth in the articles or bylaws: (1) Committees may be established under a resolution approved by the affirmative vote of a majority of the board. All committ…

351.107. Restated articles of incorporation may be amended at time of restatement. — The articles of incorporation may be amended at the time of restatement of the articles of incorporation, in the following manner: (1) The procedure required by this chapter for effecting an amen…

351.1072. Discharge of duties, directors. — 1. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care that an ordinary, prudent person in a lik…

351.1075. Contracts and transactions, not voidable for material financial interest of director, when. — 1. (1) A contract or other transaction between a cooperative and one or more of its directors, or a cooperative and a business entity where one or more of the cooperative's dir…

351.1078. Personal liability of directors, limitations. — 1. A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles or bylaws except as provided in subsection 2 of …

351.1081. Definitions — indemnification of former officials, when — liability insurance permitted, when. — 1. The definitions in this subsection apply to this section. 2. (1) "Cooperative" includes a domestic or foreign cooperative that was the predecessor of the cooperative refe…

351.1084. Election of officers — chief executive officer permitted. — 1. Unless otherwise set forth in the articles or bylaws: (1) The board may elect a chair and one or more vice chairs of the board to hold and lead meetings of the board; and (2) The board shall elect or appoint…

351.1087. Membership of cooperatives, requirements — membership interests, authorization and issuance. — 1. A cooperative shall have one or more members. 2. (1) A cooperative may, but is not obligated to, group members and patron members in districts, units, or on another basis i…

351.1090. Division of membership interests, classes or series. — 1. Without limiting the authority granted in this section, and unless otherwise stated in the articles or bylaws, a cooperative may divide the membership interests into different classes or series, which may: (1) Be…

351.1093. Certified and uncertified membership interests, requirements. — 1. The membership interests of a cooperative shall be either certificated or uncertificated as set forth in the articles or bylaws or as determined by the board. Each holder of a certificated membership int…

351.1096. Issuance of new certificates of membership for destroyed, lost, or stolen certificates. — 1. A new certificate of membership interest may be issued under section 351.1093 in the place of one that is alleged to have been lost, stolen, or destroyed, upon the filing of an …

351.1099. Annual meeting requirements. — 1. The regular members' meeting shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws. 2. The regular members' meeting shall be held at the principal place of business of the cooperative or a…

351.110. Name of corporation regulated. — The corporate name: (1) Shall contain the word "corporation", "company", "incorporated", or "limited", or shall end with an abbreviation of one of said words; (2) Shall not contain any word or phrase which indicates or implies that it is …

351.1102. Special members' meetings, when, requirements. — 1. Except as otherwise set forth in the bylaws, special members' meetings may be called by: (1) One or more of the members of the board; or (2) The written petition, submitted to the chairman of the board, of at least twe…

351.1105. Quorum, how constituted. — 1. Unless otherwise set forth in the articles or bylaws, the quorum for a members' meeting to transact business shall be ten percent of the total number of members of the cooperative. The total number of members required for a quorum may be mo…

351.1108. Meetings, remote communication permitted, requirements. — 1. To the extent authorized in the articles or the bylaws or as determined by the board, a regular or special members' meeting may be held by any combination of means of remote communication through which the mem…

351.1111. Majority vote of members required, when. — 1. Unless otherwise required by sections 351.1000 to 351.1228, the articles, or bylaws, the members shall take action by the affirmative vote of the members of a majority of the voting power of the membership interests present …

351.1114. Written action permitted, when, requirements. — 1. If the articles or bylaws so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who own voting power equal to the voting power required t…

351.1117. Patron members, voting rights and requirements. — 1. A patron member of a cooperative is entitled to one vote on an issue to be voted upon by patron members, except that if authorized in the articles or bylaws, a patron member may be entitled to additional votes based o…

351.1120. Additional vote for patron member, when. — 1. A cooperative, by its articles or bylaws, may authorize patron members to have an additional vote for: (1) A stipulated amount of business transacted between the patron member and cooperative; (2) Where the patron member is …

351.1123. Membership interests owned or controlled by another business, person, or trust. — Unless otherwise set forth in the articles or bylaws: (1) Membership interests of a cooperative owned by another business entity as of the record date may be voted by the chair, chief exec…