Missouri Laws 355.656 – Approval required, certain transactions
1. A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities, on the terms and conditions and for the consideration determined by the corporation‘s board if the proposed transaction is authorized by subsection 2 of this section.
2. Unless this chapter, the articles, bylaws, or the board of directors or members, acting pursuant to subsection 4 of this section, require a greater vote or voting by class, the proposed transaction to be authorized must be approved:
Terms Used In Missouri Laws 355.656
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- articles: amended and restated articles of incorporation and articles of merger. See Missouri Laws 355.066
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- board of directors: the board of directors except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to section 355. See Missouri Laws 355.066
- Bylaws: the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. See Missouri Laws 355.066
- Class: a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. See Missouri Laws 355.066
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: public benefit and mutual benefit corporations. See Missouri Laws 355.066
- Directors: individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Missouri Laws 355.066
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Membership: the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this chapter. See Missouri Laws 355.066
- Person: includes any individual or entity. See Missouri Laws 355.066
- Property: includes real and personal property. See Missouri Laws 1.020
- Public benefit corporation: a domestic corporation which is formed as a public benefit corporation pursuant to sections 355. See Missouri Laws 355.066
- State: when referring to a part of the United States, includes a state or commonwealth, and its agencies and governmental subdivisions, and any territory or insular possession, and its agencies and governmental subdivisions, of the United States. See Missouri Laws 355.066
- Vote: includes authorization by written ballot and written consent. See Missouri Laws 355.066
- Voting power: the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Missouri Laws 355.066
(1) By the board;
(2) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 355.606 for an amendment to the articles or bylaws.
3. If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with subsection 3 of section 355.386. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
4. The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.
5. If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 355.251. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
6. If the board seeks to have the transaction approved by the members by written consent or written ballot, the material soliciting approval shall contain or be accompanied by a copy or summary of a description of the transaction.
7. A public benefit corporation must give written notice to the attorney general twenty days before it sells, exchanges, or otherwise disposes of all, or substantially all, of its property.
8. After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.