Missouri Laws 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
Terms Used In Missouri Laws 355.236
- articles: amended and restated articles of incorporation and articles of merger. See Missouri Laws 355.066
- 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
- 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
- Deliver: includes mail. See Missouri Laws 355.066
- Person: includes any individual or entity. See Missouri Laws 355.066
- 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
- Record date: the date established 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
- 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
(2) Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
2. The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five-percent requirement of subsection 1 of this section has been met.
3. If a notice for a special meeting demanded under subdivision (2) of subsection 1 of this section is not given pursuant to section 355.251 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection 4 of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 355.251.
4. Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office, or at such other location as may be specified by the board of directors.
5. Only those matters that are within the purpose or purposes described in the meeting notice required by section 355.251 may be conducted at a special meeting of members.