§ 355.001 Citation of law
§ 355.011 Filing requirements
§ 355.016 Forms
§ 355.020 Corporations subject to law — acceptance of law, procedure
§ 355.021 Fees
§ 355.023 Additional fee — expiration date
§ 355.025 Purposes for which organized
§ 355.026 Effective date of documents
§ 355.031 Correction of filed documents
§ 355.036 Filing duty of secretary of state — refusal — effect
§ 355.041 Mandamus action to compel filing
§ 355.046 Evidentiary effect of certificate
§ 355.051 Certificate of existence
§ 355.056 False document — penalty
§ 355.061 Power of secretary of state
§ 355.066 Definitions
§ 355.071 Notice — form — requirements
§ 355.076 Private foundations
§ 355.081 Court-ordered meetings
§ 355.086 Notice to attorney general, requirement
§ 355.096 Articles of incorporation — contents
§ 355.101 Corporate existence begins, when
§ 355.106 Liability for preincorporation actions
§ 355.111 Organizational meeting
§ 355.116 Bylaws
§ 355.121 Emergency bylaws and powers
§ 355.126 Purpose
§ 355.131 Duration, succession — general powers
§ 355.136 Emergency powers
§ 355.141 Power to act — challenge
§ 355.146 Corporate name requirements
§ 355.151 Reservation of name
§ 355.161 Registered office and agent
§ 355.166 Change of registered office or agent
§ 355.171 Resignation of registered agent
§ 355.176 Service
§ 355.181 Members
§ 355.186 Member’s rights, obligations
§ 355.191 Membership transfer restricted, when
§ 355.196 Merger of domestic corporation
§ 355.197 Member’s liabilities
§ 355.201 Creditor action against member
§ 355.206 Resignation of member
§ 355.211 Expulsion, suspension, termination of member — procedure
§ 355.216 Purchase of membership, restrictions
§ 355.221 Derivative suit — proceeding brought in the right of corporation
§ 355.226 Delegates
§ 355.229 Applicability of law
§ 355.231 Annual, regular meetings
§ 355.236 Special meetings
§ 355.241 Court-ordered meeting, grounds
§ 355.246 Action by written consent
§ 355.251 Notice of meeting
§ 355.256 Waiver of notice
§ 355.261 Manner of determining member’s eligibility to notice, vote
§ 355.266 Action by written ballot
§ 355.271 List of members
§ 355.276 Number of votes per member
§ 355.281 Quorum requirement
§ 355.286 Votes of majority of quorum, effect
§ 355.291 Proxy vote
§ 355.296 Cumulative voting
§ 355.301 Alternative methods of electing directors
§ 355.306 Corporation’s acceptance of vote, effect
§ 355.316 Requirement for, duties of board — name of board, permissible alternatives
§ 355.321 Directors’ qualifications
§ 355.326 Election, designation of members
§ 355.331 Terms of directors, generally
§ 355.336 Staggered terms of directors
§ 355.341 Resignation of directors
§ 355.346 Removal of directors
§ 355.351 Removal of appointed directors
§ 355.356 Removal of director by court
§ 355.361 Vacancy on board
§ 355.366 Compensation of directors
§ 355.376 Regular and special meetings
§ 355.381 Action without meeting
§ 355.386 Call and notice of meetings
§ 355.391 Waiver of notice
§ 355.401 Quorum and voting
§ 355.406 Committees of the board
§ 355.416 Director’s conflict of interest
§ 355.421 Loans, guarantees for directors, officers
§ 355.426 Liability for unlawful distribution
§ 355.431 Required officers
§ 355.446 Resignation, removal of officers
§ 355.451 Officer’s contract rights
§ 355.456 Execution of contracts by officers
§ 355.461 Indemnification — definitions
§ 355.471 Indemnification of directors
§ 355.476 Indemnification of other persons
§ 355.495 Powers of general assembly
§ 355.496 Insurance
§ 355.500 Corporations organized under chapter 352 to continue
§ 355.501 Validity of indemnification, advance for expenses
§ 355.551 Amendment of articles
§ 355.556 Amendment of articles without member approval
§ 355.561 Amendment to articles by board or members
§ 355.566 Class voting by members on amendments
§ 355.571 Articles of amendment, delivery
§ 355.576 Restatement of articles of incorporation
§ 355.581 Amendment pursuant to judicial reorganization
§ 355.586 Effect of amendment
§ 355.591 Amendment by incorporators, directors
§ 355.596 Amendment by directors and members
§ 355.601 Class voting by members on amendments
§ 355.606 Approval of amendments
§ 355.611 Amendment terminating members or classes
§ 355.616 Plan of merger, approval
§ 355.621 Limitations upon mergers, certain companies
§ 355.626 Approval of plan of merger
§ 355.631 Articles of merger
§ 355.636 Effect of merger
§ 355.641 Merger with foreign corporation
§ 355.646 Donations inure to surviving corporation
§ 355.651 Sale, encumbrance of property
§ 355.656 Approval required, certain transactions
§ 355.661 Prohibited and authorized distributions
§ 355.666 Dissolution, articles of, notice, plan
§ 355.671 Authorization, approval of dissolution
§ 355.676 Dissolution of public benefit corporation
§ 355.681 Articles of dissolution, contents
§ 355.686 Revocation of dissolution
§ 355.688 Duty to continue report, tax payments
§ 355.691 Effect of dissolution
§ 355.696 Claims against dissolved corporation
§ 355.701 Notice of dissolution — unknown claims
§ 355.702 Claims for which corporation will indemnify
§ 355.703 Articles of termination, contents
§ 355.706 Administrative dissolution, grounds
§ 355.711 Procedure, effect of administrative dissolution
§ 355.716 Reinstatement after administrative dissolution or forfeiture
§ 355.721 Appeal from denial of reinstatement
§ 355.726 Judicial dissolution
§ 355.731 Procedure, judicial dissolution
§ 355.736 Receivership — custodianship
§ 355.741 Decree of dissolution
§ 355.746 Assets of dissolved corporation — deposit with state treasurer
§ 355.751 Foreign corporation, certificate of authority — transportation of business
§ 355.756 Consequences of transacting business without certificate of authority
§ 355.761 Application for certificate of authority
§ 355.766 Amended certificate of authority
§ 355.771 Effect of certificate of authority
§ 355.776 Name of foreign corporation
§ 355.781 Registered office, agent of foreign corporation
§ 355.786 Change of registered office, agent
§ 355.791 Resignation of registered agent, foreign corporation
§ 355.796 Service upon foreign corporation
§ 355.801 Withdrawal of foreign corporation
§ 355.806 Revocation of certificate of authority, grounds
§ 355.811 Procedure, effect of revocation
§ 355.813 Reinstatement after administrative revocation
§ 355.816 Appeal from revocation
§ 355.821 Corporate records
§ 355.826 Member’s inspection of records
§ 355.831 Scope of inspection right
§ 355.836 Court-ordered inspection
§ 355.841 Use of membership lists
§ 355.846 Furnishing of financial statements
§ 355.851 Report of indemnification or advance
§ 355.856 Corporate registration report
§ 355.857 Option of biennial filing of corporate registration reports
§ 355.866 Existing authorized foreign corporations
§ 355.871 Repeal of chapter 355 in 1994, effects
§ 355.881 Designation of public, mutual benefit corporations

Terms Used In Missouri Laws > Chapter 355 - Nonprofit Corporation Law

  • 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.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • 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.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Bequest: Property gifted by will.
  • 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
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Delegates: those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. See Missouri Laws 355.066
  • Deliver: includes mail. See Missouri Laws 355.066
  • Devise: To gift property by will.
  • 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
  • Distribution: the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers. See Missouri Laws 355.066
  • Domestic corporation: a Missouri corporation. See Missouri Laws 355.066
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Entity: domestic corporations and foreign corporations, business corporations and foreign business corporations, for-profit and nonprofit unincorporated associations, business trusts, estates, partnerships, trusts, and two or more persons having a joint or common economic interest, and a state, the United States, and foreign governments. See Missouri Laws 355.066
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fiduciary: A trustee, executor, or administrator.
  • File: "filed" or "filing", filed in the office of the secretary of state. See Missouri Laws 355.066
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
  • Foreign corporation: a corporation organized under a law other than the laws of this state which would be a nonprofit corporation if formed under the laws of this state. See Missouri Laws 355.066
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • hereafter: means the time after the statute containing it takes effect. See Missouri Laws 1.020
  • Heretofore: means any time previous to the day when the statute containing it takes effect. See Missouri Laws 1.020
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Individual: a natural person. See Missouri Laws 355.066
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Member: without regard to what a person is called in the articles or bylaws, any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See Missouri Laws 355.066
  • 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
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Mutual benefit corporation: a domestic corporation which is formed as a mutual benefit corporation pursuant to sections 355. See Missouri Laws 355.066
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes any individual or entity. See Missouri Laws 355.066
  • Personal property: All property that is not real property.
  • Personal property: includes money, goods, chattels, things in action and evidences of debt. See Missouri Laws 1.020
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Principal office: the office, in or out of this state, so designated in the corporate registration report filed pursuant to section 355. See Missouri Laws 355.066
  • Proceeding: includes civil suits and criminal, administrative, and investigatory actions. See Missouri Laws 355.066
  • Property: includes real and personal property. See Missouri Laws 1.020
  • Proxy voting: The practice of allowing a legislator to cast a vote in committee for an absent legislator.
  • Public benefit corporation: a domestic corporation which is formed as a public benefit corporation pursuant to sections 355. See Missouri Laws 355.066
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Record date: the date established pursuant to sections 355. See Missouri Laws 355.066
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • Resident: a full-time resident of a long-term care facility or residential care facility. See Missouri Laws 355.066
  • Secretary: the corporate officer to whom the board of directors has delegated responsibility pursuant to subsection 2 of section 355. See Missouri Laws 355.066
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • 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
  • Statute: A law passed by a legislature.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes any agency of the United States. See Missouri Laws 355.066
  • Venue: The geographical location in which a case is tried.
  • 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