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| Home > Statutes > Usa Missouri |
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USA Statutes : missouri
Title : CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter : Chapter 352 Religious and Charitable Associations--Charitable Gift Annuities
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Any number of persons not less than three, who shall have
associated themselves by articles of agreement in writing, as a society,
company, association or organization formed for benevolent, religious,
scientific, fraternal-beneficial, or educational purposes, may be
consolidated and united into a corporation. Such articles of agreement
may be organic regulations, or a constitution, or other form of
association, and any corporate name, not already assumed by another
corporation, may be chosen as the title of the corporation; provided,
always, that the purpose and scope of the association be clearly and
fully set forth. (RSMo 1939 § 5436)
Prior revisions: 1929 § 4996; 1919 § 10264; 1909 § 3432
CROSS REFERENCES: Firemen's pension and relief association, who may form,
RSMo 87.495 Training school for minors, how organized, provisions
relating to powers and duties, RSMo 210.360 to 210.470
(1967) Hospital, which had originally been founded as pro forma
corporation, and which had amended its charter in accordance with the
general not-for-profit statutes to provide that corporation was to
operate hospital for certain named charitable purposes and that no part
of net earnings would inure to benefit of any private individual was
immune under charitable immunity doctrine from liability in negligence
action brought by patient. Koprivica v. Bethesda General Hospital (Mo.),
410 S.W.2d 84.
Any association formed for benevolent purposes, including any
purely charitable society, hospital, asylum, house of refuge, reformatory
and eleemosynary institution, fraternal-beneficial associations, or any
association whose object is to promote temperance or other virtue
conducive to the well-being of the community, and, generally, any
association formed to provide for some good in the order of benevolence,
that is useful to the public, may become a body corporate and politic
under this chapter; any association, congregation, society or church
organization formed for religious purposes, and any association formed to
provide or maintain a cemetery; any school, college, institute, academy
or other association formed for educational or scientific purposes,
including therein any association formed specially to promote literature,
history, science, information or skill among the learned professions,
intellectual culture in any branch or department, or the establishing of
a museum, library, art gallery, or the erection of a public monument, and
in general, any association, society, company or organization which tends
to the public advantage in relation to any or several of the objects
above enumerated, and whatever is incident to such objects, may be
created a body corporate and politic by complying with sections 352.010
and 352.060. (RSMo 1939 § 5439)
Prior revisions: 1929 § 4999; 1919 § 10267; 1909 § 3435
(1958) Devise to a charitable use, even though the trustee is erroneously
designated or is incapable of taking or acting, will be sustained in
equity. Carlock v. Ladies Cemetery Association (Mo.), 317 S.W.2d 432.
Corporations may be formed, under the provisions of this
chapter, to execute any trust the purpose whereof is within the purview
of this chapter, and may receive and take, by deed or devise, in their
corporate capacity, any property, real and personal, for the uses and
purposes of such trust, and execute the trust so created. (RSMo 1939 §
5443) Prior revisions: 1929 § 5002; 1919 § 10270; 1909 § 3438
1. Any association or society formed for educational purposes as
classified in section 352.020, and as herein limited, located in any city
or town, may elect to provide in its articles of agreement by
incorporating this section in such articles, and in other respects
conforming them thereto, that such corporation shall be, in all that
relates to its property and all such as it may acquire, a quasi-trustee
for the public, and as such may receive and take by deed or devise in its
corporate capacity, any property, real and personal, in trust for the
uses and purposes for which such corporation was formed, and execute any
trust so created; provided, that this section shall apply only, and it is
hereby expressly limited, to such association or society as may be formed
for the purpose of promoting historical studies or natural science, of
establishing a museum, library or an art gallery, such educational and
scientific purposes being chiefly for the advantage of the public where
such corporation is located; and provided furthermore, that no
corporation in whose charter is incorporated this section shall be
permitted to amend such charter or to take advantage or avail itself of
any change in the general law, in such way as to affect this section, and
such charter shall be taken as a perpetual contract between such
corporation and the public.
2. It shall not be lawful for such corporation to create or contract any
debt or pecuniary obligation in the nature of a debt; and any attempt to
create or contract any such debt or obligation shall be, ipso facto,
void. Nor shall any such corporation mortgage, or deed in trust, any of
its property, or sell any such property, except by way of exchange for
property of equal value, or for reinvestment.
3. If any such corporation dissolve, its property shall be vested in the
city or town in which such corporation is located, to be taken and held
for the benefit of the people of such city or town, to the same purposes,
uses and trusts as such property was held by such corporation.
4. Membership in such corporation shall be open to the public, under such
reasonable rules and regulations as the corporation may prescribe in its
bylaws.
5. Every such corporation shall create and maintain an endowment fund, to
remain perpetually intact, that means may thereby be provided for the
stability and support of the corporation; and to this end all moneys
voluntarily contributed as life membership, and by persons not residents
of the locality where such corporation is located, who desire to be
registered as members, and one-fourth of the current subscriptions from
memberships, shall be set apart, until the moneys derived from these
sources, together with such as lawfully come into such endowment fund
from other sources, shall amount in the aggregate to at least two hundred
thousand dollars. Such endowment fund may be invested in bonds of the
United States, or of this state, or of the city or county in which the
corporation is located, or in loans secured by mortgage on improved real
estate situated in this state, but shall not be invested in securities or
stock of any private trading or manufacturing corporation, or of any
railroad company, or on any personal security, and the principal thereof
shall not be encroached upon or expended by such corporation for any
purpose.
6. The museum, gallery and cabinets of such corporation shall be open to
the public of this state, under such reasonable regulations as may from
time to time be prescribed, and the contents of such museum, gallery or
cabinets, or any portion thereof, shall not be loaned or taken out for
exhibition or other purpose, on any pretext whatever.
7. Any existing corporation formed for purposes within the purview of
this section, and whose charter is in harmony therewith, shall be
empowered to adopt the same as an amendment to such charter, under the
provisions of section 352.070. (RSMo 1939 § 5447)
Prior revisions: 1929 § 5006; 1919 § 10274; 1909 § 3442
No association, society or company formed for manufacturing,
agricultural or business purposes of any kind, or for pecuniary profit in
any form, nor any corporation having a capital stock divided into shares,
shall be incorporated under this chapter; provided, that any company
formed to erect a building for the exclusive use of a society within the
purview of this chapter, without pecuniary consideration from such
society, may become a body corporate under this chapter notwithstanding
it has a capital stock in shares, and may receive subscriptions to such
stock, to be paid in real estate, in money, property or services rendered
to such company. (RSMo 1939 § 5444)
Prior revisions: 1929 § 5003; 1919 § 10271; 1909 § 3439
1. The persons holding the offices respectively of president,
secretary and treasurer of the association, or other chief officers, by
whatever name they may be known, shall submit to the circuit court having
jurisdiction in the city or county where such association is located, the
articles of agreement, with the petition praying for a pro forma decree
thereon.
2. If the court shall be of the opinion that such articles of agreement
and the purposes of the association come properly within the purview of
this chapter, and are not inconsistent with the constitution or laws of
the United States, or of this state, the court shall enter of record an
order to that effect, a certified copy of which order shall, by the
clerk, be endorsed upon or attached to said articles. But no such order
shall be made until such petition shall have remained on file in the
clerk's office of said court for at least three days after said petition
shall have been presented to the court; and whenever the judge to whom
such petition shall have been presented shall entertain any doubt as to
the lawfulness or public usefulness of the proposed corporation, it shall
be his duty to appoint some competent attorney, as a friend of the court,
whose duty it shall be to examine said petition and show cause, if any
there be, on some day to be fixed by the court, why the prayer of said
petition should not be granted, and said attorney shall not be confined
in his examination to said petition and articles of association, but may
introduce such testimony as may be available and proper in order to fully
disclose the true purposes of the association; and upon the hearing
thereof, the court shall make such further order granting or dismissing
said petition as to it may seem best, and upon the granting of such
petition, the petitioners shall cause the articles of agreement, with the
certificate aforesaid, to be recorded in the office of the recorder of
deeds of the county in which the association is located, and then filed
in the office of the secretary of state.
3. The secretary of state shall issue to the petitioners a certified copy
of such articles of agreement, with the several certificates thereon as
filed in his office, which certified copy shall be the charter of
incorporation; and thereupon the petitioners, their associates and
successors, shall be created and be a body corporate and politic, by the
corporate name designated in such charter, and such charter, together
with this chapter, shall be received in all courts and places as legal
evidence of the incorporation of such association. (RSMo 1939 § 5437)
Prior revisions: 1929 § 4997; 1919 § 10265; 1909 § 3433
Any corporation formed under this chapter or any existing
corporation formed for benevolent, religious, scientific or educational
purposes, may amend its charter in any matter germane to such charter, by
submitting the proposed amendment to the circuit court, and in other
respects proceeding as required in section 352.060 for the original
articles of agreement. And upon the issuing of a certified copy of such
amendment by the secretary of state, such amendment shall become and be
part of the charter of such corporation, with like effect and validity as
though originally incorporated in such charter. Any such corporation may,
without losing its personal identity, change its corporate name as an
amendment to its charter. (RSMo 1939 § 5440)
Prior revisions: 1929 § 5000; 1919 § 10268; 1909 § 3436
1. Every corporation now organized or that may hereafter be
organized under what is known as the benevolent, religious, scientific,
fraternal-beneficial, educational and miscellaneous corporation act
through the circuit courts of the state may change its location from one
county to another in this state by filing with the circuit court of the
county or city to which it proposes to move, a certified copy of its
articles of association accompanied by a petition signed by the persons
holding the offices of president, secretary and treasurer of the
association, or other chief officers by whatever name they may be known,
asking that the corporation be moved and reincorporated in the county or
city to which it wishes to move, with all of its rights, franchises and
properties that it then has. After the copy of the articles of
association and petition are filed with the circuit court they shall be
proceeded with as is provided in filing new articles of association and
petition as in section 352.020.
2. Nothing herein provided shall be construed to prevent the corporation
continuing in perpetual succession to all its rights, franchises and
properties, and liable for all its previous obligations as if no change
of location had been made, and it shall enjoy all the rights and
privileges as a corporation formed in the county or city to which it
moves in the first instance. (RSMo 1939 § 5441)
Any such society, order or association heretofore or hereafter
incorporated under the provisions of the laws of this state, may avail
itself of the benefits of chapter 378, RSMo, by amending its constitution
or articles of association or reincorporating thereunder, or by an
amended constitution or amended articles of association in the manner
prescribed by this chapter. (RSMo 1939 § 5438)
Prior revisions: 1929 § 4998; 1919 § 10266; 1909 § 3434
Every corporation formed under this chapter shall keep a fair
record of all its proceedings, which record shall be open, at all
reasonable hours, to the inspection of all its members. (RSMo 1939 § 5445)
Prior revisions: 1929 § 5004; 1919 § 10272; 1909 § 3440
1. Every corporation created under this chapter shall make
bylaws for its government and support and the management of its property,
and therein provide, unless such provision is already made in its
charter, for the admission of new members and how they shall be admitted,
and prescribe their qualifications.
2. Provision may also be made in such bylaws for the removal of officers
for cause, and for the expulsion of members guilty of any offense which
affects the interests or good government of the corporation, or is
indictable by the laws of the land; provided, always, that such bylaws
shall be conformable to the charter of such corporation, and shall not
impair or limit any provision thereof or enlarge its scope, and shall not
be contrary to the provisions of the constitution or laws of this state.
(RSMo 1939 § 5446)
Prior revisions: 1929 § 5005; 1919 § 10273; 1909 § 3441
The dues of members of corporations created under this chapter,
as determined by their charters or bylaws, and any donations or
subscriptions to which they may voluntarily obligate themselves, may be
collected as any other debt; but over and above such dues or such
subscriptions in no case shall any member be individually liable. (RSMo
1939 § 5442)
Prior revisions: 1929 § 5001; 1919 § 10269; 1909 § 3437
It shall be lawful for any corporation which may be organized
under this chapter, or any existing corporation the purposes whereof are
included in those mentioned in section 352.020, to acquire, by
subscription, purchase, devise or gift, shares of stock in any stock
company which shall hereafter be incorporated under and pursuant to the
laws of this state, for the sole purpose of erecting or purchasing a hall
or building for the use and benefit of any one or more of such
corporations, as mentioned in section 352.020, and to hold such stock as
personal property, and to enjoy the rights and privileges appertaining to
such ownership; provided, that the stock corporation erecting or
purchasing such hall or building for the purpose aforesaid shall not
permit the same to be occupied or used by any person or corporation for
any purpose not included among those specified in section 352.020, except
so much of said building as may be necessarily rented for business
purposes, in order to secure a sufficient revenue to provide for the
expenses of the care and maintenance of said property, and for annual
dividends not to exceed five percent upon the capital stock thereof, and
every such stock corporation as herein mentioned shall, in the articles
of association thereof, expressly declare its sole purposes to be such as
above provided for; and provided further, that any corporation, the
purposes whereof are included in section 352.020, may acquire and hold in
its own name such real estate and buildings as may be necessary for
assembly, library, laboratory and other rooms requisite for its purposes,
and may receive income from such other rooms as may be requisite to the
completeness of such buildings; but such income shall be applied to the
purpose of such corporation as defined in section 352.020. (RSMo 1939 §
5448) Prior revisions: 1929 § 5007; 1919 § 10275; 1909 § 3443
Any corporation or corporations heretofore or hereafter
organized under the laws of this state relating to the incorporation of
benevolent, religious, scientific, fraternal-benevolent, educational and
miscellaneous associations may be merged in any other such corporation or
may be consolidated with any other such corporation or corporations to
form a consolidated corporation under such laws, on compliance with the
provisions of sections 352.140 to 352.170. (RSMo 1939 § 5457)
Prior revision: 1929 § 5020
1. The corporations which are to be parties to such merger or
consolidation, upon being first authorized by the affirmative vote of a
majority of their respective members entitled to vote, shall enter into
an agreement providing for such merger or consolidation and the terms and
conditions thereof, subject, however, to the approval of the circuit
court as herein provided.
2. Thereafter, such corporations shall submit to the circuit court having
jurisdiction in the city or county where either of such corporations is
located a copy of such agreement with their petition praying for the
approval of such agreement and consolidation or merger. If the court find
that such consent of such majority of the members of such respective
corporations has been obtained and if the court shall be of the opinion
that the purposes of such proposed consolidated corporation come properly
within the purview of the laws of this state relating to benevolent,
religious, scientific, fraternal-beneficial, educational and
miscellaneous associations and that such merger or consolidation is not
inconsistent with the constitution or laws of the United States or of
this state, the court shall enter of record an order to that effect
granting said petition and authorizing and approving such merger or
consolidation.
3. No such order shall be made until such petition shall have remained on
file in such court for at least three days; and if and when the judge to
whom such petition shall have been presented shall entertain any doubt as
to the lawfulness of such proposed merger or consolidation, he may
appoint some competent person as a friend of the court, whose duty it
shall be to examine said petition and agreement and show cause, if any
there be, on some day to be fixed by the court, why the prayer of such
petition should not be granted. Such person so appointed shall not be
confined in his examination to said petition and agreement, but may
introduce such testimony as may be available and proper in order to fully
disclose the true purposes of such merger or consolidation; and upon the
hearing thereof, the court shall make such order granting or dismissing
said petition as to it may seem best.
4. Upon the entry of an order by the court approving such consolidation
or merger and granting such petition, the petitioners shall cause the
said agreement, together with such order of court, to be recorded in the
office of the recorder of deeds of the county or counties in which such
petitioners are located and thereafter filed in the office of the
secretary of state. Thereupon, the secretary of state shall issue to such
consolidated corporation a certified copy of such agreement and order of
court as filed in his office, which certified copy shall be the charter
of incorporation of such consolidated corporation, and thereupon such
consolidated corporation shall become and be a body corporate and politic
by the corporate name designated in such agreement and subject to the
laws of this state relating to such associations as aforesaid. (RSMo 1939
§ 5458)
Prior revision: 1929 § 5021
Upon the issuance of such charter, the corporate existence of
the merging or consolidating corporations shall become merged into that
of the consolidated corporation and all rights, privileges, and
franchises, and the right, title and interest in and to all property of
whatsoever kind, whether real, personal or mixed, and things in action,
and every right, privilege, interest or asset of conceivable value or
benefit then existing or thereafter arising to which either of such
corporations so merging or consolidating shall be or become entitled at
law or in equity, shall be fully and finally and without any right or
reversion, transferred to and vested in such consolidated corporation
without further act or deed, and such consolidated corporation shall have
and hold the same in its own corporate right as fully as the same was
possessed and held by either of such merging or consolidating
corporations from which such rights were, by operation of sections
352.140 to 352.170, transferred; and if any such corporation which is a
party to such merger or consolidation shall be or shall have been
designated as legatee, or devisee or beneficiary in any will, trust
agreement, trust conveyance or other conveyance or instrument whatsoever
prior to such merger or consolidation, even though such will, trust
agreement, trust conveyance or other conveyance or instrument shall not
become operative or effective until after such merger or consolidation
shall have become effective, every such legacy, devise, or benefit shall
vest in, devolve upon and inure to and be received and enjoyed by such
consolidated corporation. (RSMo 1939 § 5459)
Prior revision: 1929 § 5022
1. The rights, obligations and relations of either of the merged
or consolidated corporations in respect to any debtor or creditor of such
corporation shall remain unimpaired and the consolidated corporation
shall succeed to all such rights, obligations and relations.
2. Any pending action or other judicial proceedings to which any
corporation that shall have been so merged or consolidated is a party
shall not be deemed to have abated or to have discontinued by reason of
such merger or consolidation, but may be prosecuted to final judgment in
the same manner as if such merger or consolidation had not been made; or
the consolidated corporation may be substituted as a party to such action
or proceeding and any judgment, order or decree may be rendered for or
against it that might have been rendered for or against such other
corporation if such merger or consolidation had not occurred. (RSMo 1939
§ 5460)
Prior revision: 1929 § 5023
Whenever seventy-five percent of all the members of any
benevolent, religious, scientific or other miscellaneous associations,
incorporated under this chapter, by their record vote at any lawful
meeting of such association adopt a resolution favoring the dissolution
of such association, after the payment of all debts, claims, or other
obligations of said association, then said association may be dissolved
by filing an affidavit of dissolution with the secretary of state,
setting forth the above facts, and when said affidavit of dissolution is
filed, it shall be taken as prima facie evidence of such voluntary
dissolution. (RSMo 1939 § 5461)
Application for such dissolution shall be made by a petition,
verified by the president and secretary of said association or a majority
of the directors or other governing body of the association, setting
forth a clear and concise statement of the reasons which induce the
members of said association to desire a dissolution of the association.
Among other things, said petition shall contain a full and true inventory
of all the estate, both real and personal, in law and equity, of such
association, and of all books, vouchers and securities in relation
thereto; also the names of all members, their residence if known; also
all encumbrances on the property of such association by judgment,
mortgage, pledge, or otherwise, a list of all creditors of said
association, and all engagements or contracts entered into by said
association, not fully satisfied, performed or canceled. (RSMo 1939 §
5462)
1. Upon the filing of such petition an order shall be made by
the court, if filed in term time, or by the clerk, if filed in vacation,
requiring all persons interested in such association to show cause, if
any they have, why such association should not be dissolved on or before
a day or term, of said court therein named.
2. The officers of said association, the various members, or any other
person interested may enter their voluntary appearance in said court at
the time of filing such petition, and all members who reside in the
county where said petition has been filed and all creditors and persons
having unexecuted contracts with said association, and who reside in said
county who do not enter their voluntary appearance in said court shall be
notified by summons, under the hand and seal of the clerk of the court,
reciting the filing of said petition, its general purpose and nature, and
citing them to appear in said court on a day to be named in said writ to
show cause, if any they have, against such dissolution, such day being
fixed not less than twenty-one days nor more than thirty days after the
filing of said petition.
3. In addition to said summons notice of a general nature and cause of
said application shall be given to all other members, creditors, and
persons having unexecuted contracts with said association, by publication
in some newspaper of general circulation in said county, for at least
five consecutive insertions in a daily newspaper, or at least one
insertion each week for three weeks consecutively in a weekly newspaper,
and proof of such service and publication shall be made before any order
is made upon such petition.
4. The court shall have the power to continue such application for
service upon all interested parties from time to time, to issue new writs
if necessary, according to the practice therein. (RSMo 1939 § 5463)
1. If upon a hearing of such application the court shall be
satisfied that the prayer of such petition can be granted without
prejudice of the public welfare, or the interest of the members of the
association, or the creditors of the same, it may enter a judgment or
decree dissolving said association, and to provide by such judgment for
the vesting of the property of such association, in a receiver or
receivers, to be appointed by the court, and in his or their successors
in office.
2. Such receiver or receivers, upon giving sufficient security, to be
approved by the court for the faithful performance of his or their
duties, shall succeed to the title of such association in and to all its
property and estate, and shall hold the same in trust for the creditors
thereof, and other persons who may be entitled thereto, and shall
receive, collect, sue for, recover, hold, manage, dispose of the same
under and in pursuance to the orders of such court, to be made from time
to time in that behalf according to right and justice.
3. Any surplus remaining after paying the debts of such association
shall, except as herein provided, be distributed among the persons who
were members of such association at the time of such dissolution, or
their legal representatives respectively, in equal shares, unless for
good cause shown the court shall otherwise order; provided, that no
property devoted to religious, literary or charitable uses shall be
diverted from the objects for which they were granted by means of the
powers herein given to any association to dissolve, but the same shall be
preserved by the decree of the court. (RSMo 1939 § 5464)
Whenever the court shall grant such judgment of dissolution, the
clerk thereof shall send a certified copy of the order of the court to
the secretary of state, the expense of which shall be taxed as costs in
the case, and said copy shall be filed with the articles of agreement and
certificates attached of the association. (RSMo 1939 § 5465)
Whenever the members of any corporation heretofore or hereafter
incorporated under the laws of this state for any benevolent purpose, or
whenever the persons who were or shall be at the time of the dissolution
of any such corporation members thereof, or in case of the death of any
of them, the survivors shall, themselves, or with other associates,
become incorporated under the provisions of this chapter for the same
benevolent purpose, under the same or any other corporate name, it shall
be lawful and it shall be the duty of the person who may be the president
of such former corporation, or who was or may be its president at the
time of its dissolution, to execute and acknowledge in the name and on
behalf of such former corporations, a conveyance of all the property,
real and personal, and assets of every description of the said former
corporation, conveying the same to the new corporation so incorporated;
and such conveyance shall have the effect to vest in such new corporation
all the right, title and interest in such property, real and personal,
and assets of every description, which were at any time possessed by said
former corporation. (RSMo 1939 § 5450)
Prior revisions: 1929 § 5009; 1919 § 10277; 1909 § 3445
1. The circuit court of the city or county in which any
corporation organized under this chapter shall be located shall, upon
proceedings by information in the nature of a quo warranto, instituted
against such corporation or the officers thereof, by the attorney general
or circuit attorney, at the relation of any person desiring to prosecute
the same, inquire into any alleged unlawful acts of or misuser or nonuser
of its franchise by such corporation, in like manner as is or may be
provided by law for proceedings in case of the alleged usurpation of or
intrusion into any public office by any person.
2. If, in any such proceedings, judgment of forfeiture or dissolution be
rendered against such corporation, it shall be lawful for the court to
provide by such judgment for the vesting of the property of such
corporation, upon such dissolution or forfeiture, in a receiver or
receivers, to be appointed by the court, and in his or their successors
in office. Such receiver or receivers, upon giving sufficient security,
to be approved by the court, for the faithful performance of his or their
duties, shall succeed to the title of such corporation in and to all its
property and estate, and shall hold the same in trust for the creditors
thereof, and other persons who may be entitled thereto, and shall
receive, collect, sue for, recover, hold, manage and dispose of the same
under and pursuant to the orders of such court, to be made from time to
time in that behalf, according to right and justice.
3. Any surplus remaining after paying the debts of such corporation
shall, except as herein provided, be distributed among the persons who
were members of such corporation at the time of such dissolution or
forfeiture, or their legal representatives respectively, in equal shares,
unless for good cause shown the court shall otherwise order; provided,
that if upon the dissolution or forfeiture of the franchises of any
corporation formed under this chapter it shall appear that any property
vested in said corporation was held by it upon trust for any charitable
purpose, or subject to the provisions of section 352.040, such property
or surplus shall not be distributed as above provided, but shall, by
decree of such court, to be made without delay, after the debts of such
corporation, if any, shall have been fully paid out of said property, be
vested in one or more trustees for the charitable purpose for which such
corporation held the same, or, in the case of corporations which have
complied with the provisions of section 352.040, shall be disposed of in
the manner in said section provided for upon the dissolution of any such
corporation.
4. And it shall be the duty of the attorney general, or circuit or
prosecuting attorney of the proper circuit or county, whenever any
credible person shall, in writing, make complaint to him upon affidavit
of information and belief, that any corporation formed under this chapter
has, in any material matter, willfully misused, or, for two years last
past, has neglected to use its franchises, or has otherwise become liable
to forfeit its charter, to inquire diligently into the grounds of such
complaint, and upon reasonable cause shown therefor, to institute
proceedings by information in the nature of a quo warranto, looking to a
dissolution of such corporation and a forfeiture of its corporate rights.
(RSMo 1939 § 5449)
Prior revisions: 1929 § 5008; 1919 § 10276; 1919 § 3444
1. No corporation organized under this chapter which is a
"private foundation" as defined in section 509(a) of the United States
Internal Revenue Code shall
(1) Engage in any act of "self-dealing", as defined in section 4941(d) of
the United States Internal Revenue Code, which would give rise to any
liability for the tax imposed by section 4941(a) of the United States
Internal Revenue Code;
(2) Retain any "excess business holdings", as defined in section 4943(c)
of the United States Internal Revenue Code, which would give rise to any
liability for the tax imposed by section 4943(a) of the United States
Internal Revenue Code;
(3) Make any investment which would jeopardize the carrying out of any of
its exempt purposes, within the meaning of section 4944 of the United
States Internal Revenue Code, so as to give rise to any liability for the
tax imposed by section 4944(a) of the United States Internal Revenue
Code; and
(4) Make any "taxable expenditures", as defined in section 4945(d) of the
United States Internal Revenue Code, which would give rise to any
liability for the tax imposed by section 4945(a) of the United States
Internal Revenue Code.
2. Each corporation which is a "private foundation" as defined in section
509 of the United States Internal Revenue Code shall distribute, for the
purposes specified in its articles of organization, for each taxable
year, amounts at least sufficient to avoid liability for the tax imposed
by section 4942(a) of the United States Internal Revenue Code.
3. The provisions of subsections 1 and 2 of this section shall not apply
to any corporation to the extent that a court of competent jurisdiction
shall determine that such application would be contrary to the terms of
the articles of organization or other instrument governing such
corporation or governing the administration of charitable funds held by
it and that the same may not properly be changed to conform to such
sections. The corporation shall not be liable to anyone for any payments
made under subsection 2 prior to such determination.
4. Nothing in this section shall impair the rights and powers of the
courts or the attorney general of this state with respect to any
corporation.
5. All references to sections of the United States Internal Revenue Code
shall be to such law as of June 14, 1971. (L. 1971 S.B. 48)
Effective 6-14-71
1. As used in this section, the following words and phrases
shall mean:
(1) "Abuse", any physical injury, sexual abuse, or emotional abuse,
injury or harm to a child under circumstances required to be reported
pursuant to sections 210.109 to 210.183, RSMo;
(2) "Child", any person regardless of physical or mental condition, under
eighteen years of age;
(3) "Minister", any person while practicing as a minister of the gospel,
clergyperson, priest, rabbi, Christian Science practitioner, or other
person serving in a similar capacity for any religious organization who
is responsible for or who has supervisory authority over one who is
responsible for the care, custody, and control of a child or has access
to a child;
(4) "Neglect", failure to provide the proper or necessary support or
services by those responsible for the care, custody, and control of a
child, under circumstances required to be reported pursuant to sections
210.109 to 210.183, RSMo;
(5) "Religious organization", any society, sect, persuasion, mission,
church, parish, congregation, temple, convention or association of any of
the foregoing, diocese or presbytery, or other organization, whether or
not incorporated, that meets at more or less regular intervals for
worship of a supreme being or higher power, or for mutual support or
edification in piety or with respect to the idea that a minimum standard
of behavior from the standpoint of overall morality is to be observed, or
for the sharing of common religious bonds and convictions;
(6) "Report", the communication of an allegation of abuse or neglect
pursuant to sections 210.109 to 210.183, RSMo.
2. When a minister or agent designated pursuant to subsection 3 of this
section has reasonable cause to suspect that a child has been or may be
subjected to abuse or neglect under circumstances required to be reported
pursuant to sections 210.109 to 210.183, RSMo, the minister or designated
agent shall immediately report or cause a report to be made as provided
in sections 210.109 to 210.183, RSMo. Notwithstanding any other provision
of this section or sections 210.109 to 210.183, RSMo, a minister shall
not be required to report concerning a privileged communication made to
him or her in his or her professional capacity.
3. A religious organization may designate an agent or agents required to
report pursuant to sections 210.109 to 210.183, RSMo, in an official
capacity on behalf of the religious organization. In the event a
minister, official or staff member of a religious organization has
probable cause to believe that the child has been subjected to abuse or
neglect under circumstances required to be reported pursuant to sections
210.109 to 213.183, RSMo, and the minister, official or staff member of
the religious organization does not personally make a report pursuant to
sections 210.109 to 210.183, RSMo, the designated agent of the religious
organization shall be notified. The designated agent shall then become
responsible for making or causing the report to be made pursuant to
sections 210.109 to 210.183, RSMo. This section shall not preclude any
person from reporting abuse or neglect as otherwise provided by law. (L.
2002 S.B. 923, et al., A.L. 2003 H.B. 445)
As used in sections 352.500 to 352.520, the following terms mean:
(1) "Charitable gift annuity", a transfer of cash or other property by a
donor to a charitable organization in return for an annuity payable over
one or two lives, under which the actuarial value of the annuity is less
than the value of the cash or other property transferred and the
difference in value constitutes a charitable deduction for federal tax
purposes;
(2) "Qualified charitable gift annuity", a charitable gift annuity
described in Section 501(m)(5) of the Internal Revenue Code, and Section
514(c)(5) of the Internal Revenue Code that is issued by a charitable
organization that on the date of the annuity agreement:
(a) Has a minimum of one hundred thousand dollars in unrestricted cash,
cash equivalents, or publicly traded securities, exclusive of the assets
funding the annuity agreement; and
(b) Has been in continuous operation for at least three years or is a
successor or affiliate of a charitable organization that has been in
continuous operation for at least three years;
(3) "Qualified organization", an entity described in:
(a) 26 U.S.C. Section 501(c)(3) (1986); or
(b) 26 U.S.C. Section 170(c) (1986). (L. 1996 S.B. 768 § 1, A.L. 1997
H.B. 319, A.L. 2001 H.B. 664)
1. A qualified organization that issues qualified charitable
gift annuities shall notify the department of insurance in writing by the
later of ninety days after August 28, 2001, or the date on which it
enters into the organization's first qualified charitable gift annuity
agreement. The notice must:
(1) Be signed by an officer or director of the organization;
(2) Identify the organization; and
(3) Certify that:
(a) The organization is a qualified organization; and
(b) The annuities issued by the organization are qualified charitable
gift annuities.
2. The organization shall be required to submit additional information if
necessary to determine appropriate penalties that may be applicable
pursuant to section 352.520. (L. 1996 S.B. 768 § 2, A.L. 2001 H.B. 664)
When entering into an agreement for a qualified charitable gift
annuity, the qualified organization shall promptly disclose to the donor
in writing in the annuity agreement that a qualified charitable gift
annuity is not insurance under the laws of this state and is not subject
to regulation by the department of insurance or protected by a guaranty
association. The notice provisions required by this section must be in a
separate paragraph in a print size no smaller than that employed in the
annuity agreement generally. (L. 1996 S.B. 768 § 3, A.L. 2001 H.B. 664)
The issuance of a qualified charitable gift annuity does not
constitute engaging in the business of insurance in this state. A
charitable gift annuity issued before August 28, 2001, is a qualified
charitable gift annuity for purposes of this chapter and the issuance of
such charitable gift annuity does not constitute engaging in the business
of insurance in the state. (L. 1996 S.B. 768 § 4, A.L. 1997 H.B. 319,
A.L. 2001 H.B. 664)
The department of insurance may enforce performance of the
requirements of sections 352.505 and 352.510 by sending a letter by
certified mail, return receipt requested, demanding that the qualified
organization comply with the requirements of sections 352.505 and
352.510. The department of insurance may fine the qualified organization
in an amount not to exceed one thousand dollars per qualified charitable
gift annuity agreement issued until such time as the qualified
organization complies with sections 352.505 and 352.510. However, the
failure of a qualified organization to comply with the notice
requirements imposed pursuant to section 352.505 or section 352.510 does
not prevent a charitable gift annuity that otherwise meets the
requirements of sections 352.500 to 352.520 from constituting a qualified
charitable gift annuity. (L. 1996 S.B. 768 § 5, A.L. 2001 H.B. 664)
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