Missouri Laws 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 to participate in an annual or regular meeting, and in the case of a public benefit corporation other than a church or convention or association of churches, the attorney general, if an annual meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or fifteen months after its last annual meeting; or
Terms Used In Missouri Laws 355.241
- 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
- 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.
- 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
- 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
- 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.
- 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
- Vote: includes authorization by written ballot and written consent. See Missouri Laws 355.066
(2) On application of any member or other person entitled to participate in a regular meeting, and in case of a public benefit corporation other than a church or convention or association of churches, the attorney general, if a regular meeting is not held within forty days after the date it was required to be held; or
(3) On application of a member who signed a demand for a special meeting valid under section 355.236 a person or persons entitled to call a special meeting, and in the case of a public benefit corporation other than a church or convention or association of churches, the attorney general, if:
(a) Notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer; or
(b) The special meeting was not held in accordance with the notice.
2. The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
3. If the court orders a meeting, it may also order the corporation to pay the member’s costs, including reasonable counsel fees, incurred to obtain the order.