Effective 28 Aug 2009

355.066. Definitions. — Unless the context otherwise requires or unless otherwise indicated, as used in this chapter the following terms mean:

(1) "Approved by or approval by the members", approved or ratified by the affirmative vote of a majority of the voters represented and voting at a duly held meeting at which a quorum is present, which affirmative votes also constitute a majority of the required quorum, or by a written ballot or written consent in conformity with this chapter, or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this chapter for any specified member action;

(2) "Articles of incorporation" or "articles", amended and restated articles of incorporation and articles of merger;

(3) "Board" or "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 355.316;

(4) "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. Bylaws shall not include legally enforceable covenants, declarations, indentures or restrictions imposed upon members by validly recorded indentures, declarations, covenants, restrictions or other recorded instruments, as they apply to real property;

(5) "Class", a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, "rights" shall be considered the same if they are determined by a formula applied uniformly;

(6) "Corporation", public benefit and mutual benefit corporations;

(7) "Delegates", those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters;

(8) "Deliver" includes mail;

(9) "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;

(10) "Distribution", the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers;

(11) "Domestic corporation", a Missouri corporation;

(12) "Effective date of notice" is defined in section 355.071;

(13) "Employee" does not include an officer or director who is not otherwise employed by the corporation;

(14) "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;

(15) "File", "filed" or "filing", filed in the office of the secretary of state;

(16) "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;

(17) "Governmental subdivision" includes authority, county, district, and municipality;

(18) "Includes" denotes a partial definition;

(19) "Individual", a natural person;

(20) "Means" denotes a complete definition;

(21) "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; but a person is not a member by virtue of any of the following:

(a) Any rights such person has as a delegate;

(b) Any rights such person has to designate a director or directors; or

(c) Any rights such person has as a director;

(22) "Membership", the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this chapter;

(23) "Mutual benefit corporation", a domestic corporation which is formed as a mutual benefit corporation pursuant to sections 355.096 to 355.121 or is required to be a mutual benefit corporation pursuant to section 355.881;

(24) "Notice" is defined in section 355.071;

(25) "Person" includes any individual or entity;

(26) "Principal office", the office, in or out of this state, so designated in the corporate registration report filed pursuant to section 355.856 where the principal offices of a domestic or foreign corporation are located;

(27) "Proceeding" includes civil suits and criminal, administrative, and investigatory actions;

(28) "Public benefit corporation", a domestic corporation which is formed as a public benefit corporation pursuant to sections 355.096 to 355.121, or is required to be a public benefit corporation pursuant to section 355.881;

(29) "Record date", the date established pursuant to sections 355.181 to 355.311 on which a corporation determines the identity of its members for the purposes of this chapter;

(30) "Resident", a full-time resident of a long-term care facility or residential care facility;

(31) "Secretary", the corporate officer to whom the board of directors has delegated responsibility pursuant to subsection 2 of section 355.431 for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation;

(32) "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;

(33) "United States" includes any agency of the United States;

(34) "Vote" includes authorization by written ballot and written consent; and

(35) "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. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

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(L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2009 H.B. 481)