355.066. Definitions.
Definitions.
355.066. Unless the context otherwise requires or unless otherwiseindicated, as used in this chapter the following terms mean:
(1) "Approved by or approval by the members", approved or ratified bythe affirmative vote of a majority of the voters represented and voting ata duly held meeting at which a quorum is present, which affirmative votesalso constitute a majority of the required quorum, or by a written ballotor written consent in conformity with this chapter, or by the affirmativevote, written ballot or written consent of such greater proportion,including the votes of all the members of any class, unit or grouping asmay be provided in the articles, bylaws or this chapter for any specifiedmember action;
(2) "Articles of incorporation" or "articles", amended and restatedarticles of incorporation and articles of merger;
(3) "Board" or "board of directors", the board of directors exceptthat no person or group of persons is the board of directors because ofpowers 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 theaffairs of the corporation, irrespective of the name or names by which suchrules are designated. Bylaws shall not include legally enforceablecovenants, declarations, indentures or restrictions imposed upon members byvalidly recorded indentures, declarations, covenants, restrictions or otherrecorded instruments, as they apply to real property;
(5) "Class", a group of memberships which have the same rights withrespect to voting, dissolution, redemption and transfer. For the purposeof this section, "rights" shall be considered the same if they aredetermined by a formula applied uniformly;
(6) "Corporation", public benefit and mutual benefit corporations;
(7) "Delegates", those persons elected or appointed to vote in arepresentative assembly for the election of a director or directors or onother matters;
(8) "Deliver" includes mail;
(9) "Directors", individuals, designated in the articles or bylaws orelected by the incorporator or incorporators, and their successors andindividuals elected or appointed by any other name or title to act asmembers of the board;
(10) "Distribution", the payment of a dividend or any part of theincome 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 nototherwise employed by the corporation;
(14) "Entity", domestic corporations and foreign corporations,business corporations and foreign business corporations, for-profit andnonprofit unincorporated associations, business trusts, estates,partnerships, trusts, and two or more persons having a joint or commoneconomic interest, and a state, the United States, and foreign governments;
(15) "File", "filed" or "filing", filed in the office of thesecretary of state;
(16) "Foreign corporation", a corporation organized under a law otherthan the laws of this state which would be a nonprofit corporation ifformed 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 thearticles or bylaws, any person or persons who on more than one occasion,pursuant to a provision of a corporation's articles or bylaws, have theright to vote for the election of a director or directors; but a person isnot 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 membershave pursuant to a corporation's articles, bylaws and this chapter;
(23) "Mutual benefit corporation", a domestic corporation which isformed as a mutual benefit corporation pursuant to sections 355.096 to355.121 or is required to be a mutual benefit corporation pursuant tosection 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, sodesignated in the corporate registration report filed pursuant to section355.856 where the principal offices of a domestic or foreign corporationare located;
(27) "Proceeding" includes civil suits and criminal, administrative,and investigatory actions;
(28) "Public benefit corporation", a domestic corporation which isformed as a public benefit corporation pursuant to sections 355.096 to355.121, or is required to be a public benefit corporation pursuant tosection 355.881;
(29) "Record date", the date established pursuant to sections 355.181to 355.311 on which a corporation determines the identity of its membersfor the purposes of this chapter;
(30) "Resident", a full-time resident of a long-term care facility orresidential care facility;
(31) "Secretary", the corporate officer to whom the board ofdirectors has delegated responsibility pursuant to subsection 2 of section355.431 for custody of the minutes of the directors' and members' meetingsand for authenticating the records of the corporation;
(32) "State", when referring to a part of the United States, includesa state or commonwealth, and its agencies and governmental subdivisions,and any territory or insular possession, and its agencies and governmentalsubdivisions, of the United States;
(33) "United States" includes any agency of the United States;
(34) "Vote" includes authorization by written ballot and writtenconsent; and
(35) "Voting power", the total number of votes entitled to be castfor the election of directors at the time the determination of voting poweris made, excluding a vote which is contingent upon the happening of acondition or event that has not occurred at the time. Where a class isentitled to vote as a class for directors, the determination of votingpower of the class shall be based on the percentage of the number ofdirectors the class is entitled to elect out of the total number ofauthorized directors.
(L. 1994 H.B. 1095, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2009 H.B. 481)