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Missouri Laws > Title XXIII > Chapter 355 - Nonprofit Corporation Law

Missouri Laws > Title XXIII > Chapter 355 - Nonprofit Corporation Law


Current as of: 2009
§ 355.001Citation of law
§ 355.011Filing requirements
§ 355.016Forms
§ 355.020Corporations subject to law--acceptance of law, procedure
§ 355.021Fees
§ 355.023Additional fee--expiration date
§ 355.025Purposes for which organized
§ 355.026Effective date of documents
§ 355.031Correction of filed documents
§ 355.036Filing duty of secretary of state--refusal--effect
§ 355.041Mandamus action to compel filing
§ 355.046Evidentiary effect of certificate
§ 355.051Certificate of existence
§ 355.056False document--penalty
§ 355.061Power of secretary of state
§ 355.066Definitions
§ 355.071Notice--form--requirements
§ 355.076Private foundations
§ 355.081Court-ordered meetings
§ 355.086Notice to attorney general, requirement
§ 355.096Articles of incorporation--contents
§ 355.101Corporate existence begins, when
§ 355.106Liability for preincorporation actions
§ 355.111Organizational meeting
§ 355.116Bylaws
§ 355.121Emergency bylaws and powers
§ 355.126Purpose
§ 355.131Duration, succession--general powers
§ 355.136Emergency powers
§ 355.141Power to act--challenge
§ 355.146Corporate name requirements
§ 355.151Reservation of name
§ 355.161Registered office and agent
§ 355.166Change of registered office or agent
§ 355.171Resignation of registered agent
§ 355.176Service
§ 355.181Members
§ 355.186Member's rights, obligations
§ 355.191Membership transfer restricted, when
§ 355.196Merger of domestic corporation
§ 355.197Member's liabilities
§ 355.201Creditor action against member
§ 355.206Resignation of member
§ 355.211Expulsion, suspension, termination of member--procedure
§ 355.216Purchase of membership, restrictions
§ 355.221Derivative suit--proceeding brought in the right of corporation
§ 355.226Delegates
§ 355.229Applicability of law
§ 355.231Annual, regular meetings
§ 355.236Special meetings
§ 355.241Court-ordered meeting, grounds
§ 355.246Action by written consent
§ 355.251Notice of meeting
§ 355.256Waiver of notice
§ 355.261Manner of determining member's eligibility to notice, vote
§ 355.266Action by written ballot
§ 355.271List of members
§ 355.276Number of votes per member
§ 355.281Quorum requirement
§ 355.286Votes of majority of quorum, effect
§ 355.291Proxy vote
§ 355.296Cumulative voting
§ 355.301Alternative methods of electing directors
§ 355.306Corporation's acceptance of vote, effect
§ 355.316Requirement for, duties of board--name of board, permissible alternatives
§ 355.321Directors' qualifications
§ 355.326Election, designation of members
§ 355.331Terms of directors, generally
§ 355.336Staggered terms of directors
§ 355.341Resignation of directors
§ 355.346Removal of directors
§ 355.351Removal of appointed directors
§ 355.356Removal of director by court
§ 355.361Vacancy on board
§ 355.366Compensation of directors
§ 355.376Regular and special meetings
§ 355.381Action without meeting
§ 355.386Call and notice of meetings
§ 355.391Waiver of notice
§ 355.401Quorum and voting
§ 355.406Committees of the board
§ 355.416Director's conflict of interest
§ 355.421Loans, guarantees for directors, officers
§ 355.426Liability for unlawful distribution
§ 355.431Required officers
§ 355.446Resignation, removal of officers
§ 355.451Officer's contract rights
§ 355.456Execution of contracts by officers
§ 355.461Indemnification--definitions
§ 355.471Indemnification of directors
§ 355.476Indemnification of other persons
§ 355.495Powers of general assembly
§ 355.496Insurance
§ 355.500Corporations organized under chapter 352 to continue
§ 355.501Validity of indemnification, advance for expenses
§ 355.551Amendment of articles
§ 355.556Amendment of articles without member approval
§ 355.561Amendment to articles by board or members
§ 355.566Class voting by members on amendments
§ 355.571Articles of amendment, delivery
§ 355.576Restatement of articles of incorporation
§ 355.581Amendment pursuant to judicial reorganization
§ 355.586Effect of amendment
§ 355.591Amendment by incorporators, directors
§ 355.596Amendment by directors and members
§ 355.601Class voting by members on amendments
§ 355.606Approval of amendments
§ 355.611Amendment terminating members or classes
§ 355.616Plan of merger, approval
§ 355.621Limitations upon mergers, certain companies
§ 355.626Approval of plan of merger
§ 355.631Articles of merger
§ 355.636Effect of merger
§ 355.641Merger with foreign corporation
§ 355.646Donations inure to surviving corporation
§ 355.651Sale, encumbrance of property
§ 355.656Approval required, certain transactions
§ 355.661Prohibited and authorized distributions
§ 355.666Dissolution, articles of, notice, plan
§ 355.671Authorization, approval of dissolution
§ 355.676Dissolution of public benefit corporation
§ 355.681Articles of dissolution, contents
§ 355.686Revocation of dissolution
§ 355.688Duty to continue report, tax payments
§ 355.691Effect of dissolution
§ 355.696Claims against dissolved corporation
§ 355.701Notice of dissolution--unknown claims
§ 355.702Claims for which corporation will indemnify
§ 355.703Articles of termination, contents
§ 355.706Administrative dissolution, grounds
§ 355.711Procedure, effect of administrative dissolution
§ 355.716Reinstatement after administrative dissolution or forfeiture
§ 355.721Appeal from denial of reinstatement
§ 355.726Judicial dissolution
§ 355.731Procedure, judicial dissolution
§ 355.736Receivership--custodianship
§ 355.741Decree of dissolution
§ 355.746Assets of dissolved corporation--deposit with state treasurer
§ 355.751Foreign corporation, certificate of authority--transportation of business
§ 355.756Consequences of transacting business without certificate of authority
§ 355.761Application for certificate of authority
§ 355.766Amended certificate of authority
§ 355.771Effect of certificate of authority
§ 355.776Name of foreign corporation
§ 355.781Registered office, agent of foreign corporation
§ 355.786Change of registered office, agent
§ 355.791Resignation of registered agent, foreign corporation
§ 355.796Service upon foreign corporation
§ 355.801Withdrawal of foreign corporation
§ 355.806Revocation of certificate of authority, grounds
§ 355.811Procedure, effect of revocation
§ 355.813Reinstatement after administrative revocation
§ 355.816Appeal from revocation
§ 355.821Corporate records
§ 355.826Member's inspection of records
§ 355.831Scope of inspection right
§ 355.836Court-ordered inspection
§ 355.841Use of membership lists
§ 355.846Furnishing of financial statements
§ 355.851Report of indemnification or advance
§ 355.856Corporate registration report
§ 355.857Option of biennial filing of corporate registration reports
§ 355.866Existing authorized foreign corporations
§ 355.871Repeal of chapter 355, effects
§ 355.881Designation of public, mutual benefit corporations

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Questions & Answers: Non-Profit Corporations

Must a vote on an issue be held during a regular membership meeting? If the answer is yes, if a quorum is not met, may the vote still be taken and is it binding?...
Is the board of a 501c3 non-profit obligated to provide minutes to their meetings if requested by a stakeholder? In the event of an animal shelter, would a donor or volunteer be co...
If the president of a board says something to a child (member) in her vehicle on personal time. Then that child repeats it to another child (member) during company time is the boa...
In Indiana, can For-Profit domestic 'c' corp convert to Non-profit corp (mutual benefit corp? ) (Homeowner's Assoc.) to run condo/PUD. I am shareholder (1/33owner) of For-profit c...
Must non-profits provide annual financial and operational report? To whom? Are these reports available to the public? How might they be accessed?...
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Comments (2)add comment
Stephen Clayton: ...
Can a nonprofit accumulate profits in large amounts without making any distributions relating the purpose of the organization?
1

January 06, 2012
Steven Daily: ...
While this certainly sounds bad as you've phrased it, there is no simple answer to your question based on the limited facts you give. For instance, it is important to know what time period is involved (6 months? 6 years?), how the revenues compare to expenses, whether the organization has sufficient reserves in light of its expenses, what the charitable purpose of the organization is, and what donors were told.

For example, a charity might be organized to save up money for a senior center. The charity "accumulates profits in large amounts" until it has enough money to fund construction. There is nothing wrong with that.

On the other hand, a charity organized to provide aid to the poor must be able to demonstrate to the IRS that it is using its funds to support that mission. Otherwise the IRS will simply revoke its status. The organization could also be accused of consumer fraud if it has misrepresented to donors how funds would be used.

You can read more about how the IRS looks at this here:
http://www.centerfortaxstudies.com/blog/taxnews/2008/04/25/p5308
2

January 06, 2012

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