Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.850. Court action to protect shareholders. — 1. Subject to satisfying the conditions of subsections 3 and 4 of this section, a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in section 351.855, 351.860 or 351.865 if…

351.855. Ordinary relief. — If the court finds that one or more of the grounds for relief described in subsection 1 of section 351.850 exist, it may order one or more of the following types of relief: (1) The performance, prohibition, alteration, or setting aside of any action of…

351.860. Extraordinary relief — share purchase. — 1. If the court finds that the ordinary relief described in subsection 1 of section 351.855 is or would be inadequate or inappropriate, it may order the corporation dissolved under the provisions of section 351.865 unless the corp…

351.865. Extraordinary relief — dissolution. — 1. The court may dissolve the corporation if it finds: (1) There are one or more grounds for judicial dissolution under section 351.494; or (2) All other relief ordered by the court under section 351.855 or 351.860 has failed to reso…

351.870. Definitions. — In sections 351.870 to 351.930: (1) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder; (2) "Corporation" means a statutory close corporation at the time the corpor…

351.875. Grounds for shareholder dissent. — 1. A shareholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party if shareh…

351.880. Rights of partial dissenter. — 1. A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the …

351.885. Meeting notice to state shareholder may be entitled to assert dissenters' rights. — 1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders are o…

351.890. Written notice of intent to demand payment for shares. — 1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights shall deliver to the corpor…

351.895. Written dissenters' notice — contents. — 1. If proposed corporation* action creating dissenters' rights under section 351.875 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requir…

351.900. Shareholder to demand payment and deposit certificates. — 1. A shareholder sent a dissenters' notice described in section 351.895 shall demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissente…

351.905. Restricted transfer of uncertificated shares. — 1. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 351.915. 2…

351.910. Payment for fair value of shares. — 1. Except as provided in section 351.920, immediately following the later of the effective date of the corporate action creating the dissenters' rights, or receipt of a payment demand, the corporation shall pay each dissenter who compl…

351.915. Time period — release of transfer restrictions. — 1. If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the…

351.920. Withholding of payment from dissenter — grounds. — 1. A corporation may elect to withhold payment required by section 351.910 from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first an…

351.925. Right to demand payment — notification of fair value. — 1. A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and demand payment of his estimate, less any payment under section 351.910, or reject the corporation's offer …

351.930. Proceeding to determine fair value of shares. — 1. If a demand for payment under section 351.925 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the …

351.935. Participation in administrative proceedings. — 1. A corporation is hereby empowered to participate in an administrative proceeding through an employee designated by the corporation to act on behalf of the corporation, whether or not such employee is an attorney, provided…

352.010. Incorporation of benevolent associations. — Any number of persons not less than three, who shall have associated themselves by articles of agreement in writing, as a society, company, association or organization formed for benevolent, religious, scientific, fraternal-ben…

352.020. Character of associations which may incorporate. — Any association formed for benevolent purposes, including any purely charitable society, hospital, asylum, house of refuge, reformatory and eleemosynary institution, fraternal-beneficial associations, or any association …

352.030. May be formed to execute trusts. — Corporations may be formed, under the provisions of this chapter, to execute any trust the purpose whereof is within the purview of this chapter, and may receive and take, by deed or devise, in their corporate capacity, any property, re…

352.040. Historical, library, museum and scientific associations may incorporate as charitable trusts — property perpetually dedicated — members — endowment funds. — 1. Any association or society formed for educational purposes as classified in section 352.020, and as herein limi…

352.050. What associations not to incorporate under this chapter — company formed to erect building for use of society, may incorporate. — No association, society or company formed for manufacturing, agricultural or business purposes of any kind, or for pecuniary profit in any fo…

352.060. Incorporation — procedure. — 1. The persons holding the offices respectively of president, secretary and treasurer of the association, or other chief officers, by whatever name they may be known, shall submit to the circuit court having jurisdiction in the city or county…

352.070. Amendment of charter. — Any corporation formed under this chapter or any existing corporation formed for benevolent, religious, scientific or educational purposes, may amend its charter in any matter germane to such charter, by submitting the proposed amendment to the ci…

352.080. Changing location — procedure. — 1. Every corporation now organized or that may hereafter be organized under what is known as the benevolent, religious, scientific, fraternal-beneficial, educational and miscellaneous corporation act through the circuit courts of the stat…

352.090. Incorporated association may become fraternal benefit society. — Any such society, order or association heretofore or hereafter incorporated under the provisions of the laws of this state may avail itself of the benefits of chapter 378 by amending its constitution or art…

352.100. Record kept. — Every corporation formed under this chapter shall keep a fair record of all its proceedings, which record shall be open, at all reasonable hours, to the inspection of all its members. ­­-------- (RSMo 1939 § 5445) Prior revisions: 1929 § 5004; 1919 § 10272…

352.110. Bylaws — provisions. — 1. Every corporation created under this chapter shall make bylaws for its government and support and the management of its property, and therein provide, unless such provision is already made in its charter, for the admission of new members and how…

352.120. Dues — member's liability. — The dues of members of corporations created under this chapter, as determined by their charters or bylaws, and any donations or subscriptions to which they may voluntarily obligate themselves, may be collected as any other debt; but over and …

352.130. May acquire stock — power to hold real estate. — It shall be lawful for any corporation which may be organized under this chapter, or any existing corporation the purposes whereof are included in those mentioned in section 352.020, to acquire, by subscription, purchase, …

352.140. Benevolent corporations may be merged. — Any corporation or corporations heretofore or hereafter organized under the laws of this state relating to the incorporation of benevolent, religious, scientific, fraternal-benevolent, educational and miscellaneous associations ma…

352.150. Proceedings to effect merger. — 1. The corporations which are to be parties to such merger or consolidation, upon being first authorized by the affirmative vote of a majority of their respective members entitled to vote, shall enter into an agreement providing for such m…

352.160. Property rights — how affected by merger. — Upon the issuance of such charter, the corporate existence of the merging or consolidating corporations shall become merged into that of the consolidated corporation and all rights, privileges, and franchises, and the right, ti…

352.170. Obligations not abated by merger. — 1. The rights, obligations and relations of either of the merged or consolidated corporations in respect to any debtor or creditor of such corporation shall remain unimpaired and the consolidated corporation shall succeed to all such r…

352.180. Method of dissolution. — Whenever seventy-five percent of all the members of any benevolent, religious, scientific or other miscellaneous associations, incorporated under this chapter, by their record vote at any lawful meeting of such association adopt a resolution favo…

352.190. Application for dissolution — contents. — Application for such dissolution shall be made by a petition, verified by the president and secretary of said association or a majority of the directors or other governing body of the association, setting forth a clear and concis…

352.200. May oppose dissolution of association. — 1. Upon the filing of such petition an order shall be made by the court, if filed in term time, or by the clerk, if filed in vacation, requiring all persons interested in such association to show cause, if any they have, why such …

352.210. Decree of dissolution — disposition of property. — 1. If upon a hearing of such application the court shall be satisfied that the prayer of such petition can be granted without prejudice of the public welfare, or the interest of the members of the association, or the cre…

352.220. Certified copy of order filed with secretary of state. — Whenever the court shall grant such judgment of dissolution, the clerk thereof shall send a certified copy of the order of the court to the secretary of state, the expense of which shall be taxed as costs in the ca…

352.230. Dissolved corporation to convey property to successor. — Whenever the members of any corporation heretofore or hereafter incorporated under the laws of this state for any benevolent purpose, or whenever the persons who were or shall be at the time of the dissolution of a…

352.240. May be proceeded against by quo warranto, when. — 1. The circuit court of the city or county in which any corporation organized under this chapter shall be located shall, upon proceedings by information in the nature of a quo warranto, instituted against such corporation…

352.245. Private foundations, prohibited activities. — 1. No corporation organized under this chapter which is a "private foundation" as defined in section 509(a) of the United States Internal Revenue Code shall (1) Engage in any act of "self-dealing", as defined in section 4941(…

352.400. Ministers, duty to report child abuse and neglect — definitions — designation of an agent. — 1. As used in this section, the following words and phrases shall mean: (1) "Abuse", any physical injury, sexual abuse, or emotional abuse, injury or harm to a child under circum…

352.500. Definitions. — As used in sections 352.500 to 352.520, the following terms mean: (1) "Charitable gift annuity", a transfer of cash or other property by a donor to a charitable organization in return for an annuity payable over one or two lives, under which the actuarial …

352.505. Notice to department, contents. — 1. A qualified organization that issues qualified charitable gift annuities shall notify the department of commerce and insurance in writing by the later of ninety days after August 28, 2001, or the date on which it enters into the organ…

352.510. Notice to donors, disclosure, required. — When entering into an agreement for a qualified charitable gift annuity, the qualified organization shall promptly disclose to the donor in writing in the annuity agreement that a qualified charitable gift annuity is not insuranc…

352.515. Issuance of annuity not business of insurance. — The issuance of a qualified charitable gift annuity does not constitute engaging in the business of insurance in this state. A charitable gift annuity issued before August 28, 2001, is a qualified charitable gift annuity f…

352.520. Department, duties — fines levied against qualified organizations for failure to comply. — The department of commerce and insurance may enforce performance of the requirements of sections 352.505 and 352.510 by sending a letter by certified mail, return receipt requested…

353.010. Citation of chapter. — This chapter shall be known and may be cited and referred to as "The Urban Redevelopment Corporations Law". ­­-------- (L. 1943 p. 751 § 1, A.L. 1945 p. 1242, A.L. 1969 S.B. 373, A.L. 1976 H.B. 1369, A.L. 1988 H.B. 1738, A.L. 1993 H.B. 566 merged w…