Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

355.176. Service. — 1. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. 2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be…

355.181. Members. — 1. The articles or bylaws may establish criteria or procedures for admission of members. No person shall be admitted as a member without his or her consent. 2. A corporation is not required to have members. 3. Except as provided in its articles or bylaws, a co…

355.186. Member's rights, obligations. — All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights and obligations with respect to any ot…

355.191. Membership transfer restricted, when. — 1. Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. 2. No member of a public benefit corporation may transfer a memb…

355.196. Merger of domestic corporation. — A domestic corporation, subject to the provisions of this chapter, may merge or consolidate with one or more domestic or foreign limited partnerships, general partnerships, limited liability companies, trusts, business trusts, corporatio…

355.197. Member's liabilities. — 1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. 2. A member may become liable to the corporation for dues, assessments or fees; but an article or bylaw provision …

355.201. Creditor action against member. — 1. No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatis…

355.206. Resignation of member. — A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. ­­-------- (L. 1994…

355.211. Expulsion, suspension, termination of member — procedure. — 1. No member of a public benefit corporation other than a church or convention or association of churches or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corp…

355.216. Purchase of membership, restrictions. — 1. A public benefit corporation may not purchase any of its memberships or any right arising therefrom. 2. A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the a…

355.221. Derivative suit — proceeding brought in the right of corporation. — 1. A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by any member or members having ten percent or more of the voting power or by fifty mem…

355.226. Delegates. — 1. A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. 2. The articles or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations and obligations …

355.229. Applicability of law. — The provisions of sections 355.231 to 355.306 shall be applicable to all corporations which have two or more members who are natural persons and, to the extent provided in the bylaws of the corporation, shall be applicable to all other corporation…

355.231. Annual, regular meetings. — 1. A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. 2. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance…

355.236. Special meetings. — 1. A corporation with members shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) Except as provided in the articles or bylaws of a public benefit corporation…

355.241. Court-ordered meeting, grounds. — 1. The circuit court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may summarily order a meeting to be held: (1) On application of any member or other person entitled t…

355.246. Action by written consent. — 1. Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty pe…

355.251. Notice of meeting. — 1. A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. 2. Any notice which conforms to the requirements of subsection 3 of this section is fair and reasonable, but other means of giving n…

355.256. Waiver of notice. — 1. A member may waive any notice required by this chapter, the articles, or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, signed by the member entitled to the notice, and delivered to the corporation fo…

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 …

[Repealed or reserved.]

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, …