Section 351.1003

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1003.  Definitions — As used in sections 351.1000 to 351.1228, the following words shall mean:

  (1)  "Alternative ballot", an alternative method of voting by a member, and may include voting by electronic, telephonic, internet, or other means that reasonably allow members the opportunity to vote;

  (2)  "Articles", the articles of association of a cooperative as originally filed with the secretary of state and as may be subsequently amended from time to time by the cooperative in accordance with sections 351.1000 to 351.1228;

  (3)  "Board", the board of directors of a cooperative;

  (4)  "Business entity", a corporation, limited liability company, limited partnership, limited liability partnership, or other legal entity, association, or body vested with the power or function of a legal entity, whether domestic or foreign;

  (5)  "Bylaws", the bylaws of a cooperative as originally adopted and as may be subsequently amended from time to time in accordance with sections 351.1000 to 351.1228;

  (6)  "Cooperative" and "domestic cooperative", an organization chartered under sections 351.1000 to 351.1228;

  (7)  "Domestic business entity", a business entity organized under the laws of this state;

  (8)  "Financial rights", only that share of profits and losses of the cooperative and the distributions thereof to which a member is entitled, and does not include a member's governance rights;

  (9)  "Foreign business entity", a business entity formed under the laws of any jurisdiction other than the state of Missouri;

  (10)  "Foreign cooperative", a cooperative association formed under the laws of any jurisdiction other than this state, but does not include a foreign business entity which is not organized as a cooperative association, but otherwise operates on a cooperative basis;

  (11)  "Governance rights", those rights of a member to govern the operations of a cooperative as described in, and subject to, any restrictions as set forth in the bylaws or articles of the cooperative, including but not limited to a member's right to vote based on the membership interests of such member;

  (12)  "Member", any person which has been granted membership in a cooperative under the terms of the bylaws of the cooperative including patron and nonpatron members;

  (13)  "Members' meeting", a regular or special meeting of the members;

  (14)  "Membership interest", a member's interest in a cooperative, including but not limited to a member's financial rights, a member's governance rights, and a member's rights to assign such governance and financial rights.  Membership interest includes patron membership interests and nonpatron membership interests;

  (15)  "Missouri for-profit corporation", a corporation governed by chapter 351;

  (16)  "Missouri limited liability company", a limited liability company governed by chapter 347;

  (17)  "Missouri not-for-profit corporation", a corporation governed by chapter 355;

  (18)  "Nonpatron", a person which does not conduct patronage with the cooperative;

  (19)  "Nonpatron member", a member which is a nonpatron;

  (20)  "Nonpatron membership interest", a membership interest that does not require the holder to conduct patronage for or with the cooperative in order to receive distributions or other financial rights with respect to such membership interest;

  (21)  "Patron", a person which conducts patronage with the cooperative;

  (22)  "Patron member", a member which is a patron;

  (23)  "Patron membership interest", a membership interest which requires the holder to conduct patronage for or with the cooperative in order to receive distributions or other financial rights with respect to such membership interest;

  (24)  "Patronage", business, transactions, or services done by, for, through or with the cooperative, as determined by the board;

  (25)  "Person", a natural person or an entity and includes, without limitation, a foreign or domestic corporation whether not-for-profit or for profit, a partnership, a limited liability company, an unincorporated society or association, two or more persons having a joint or common interest, or any other business entity;

  (26)  "Record date", the date fixed by the board for determination of the owners of membership interests entitled to notice of and entitled to vote at a members' meeting as described in subsection 5 of section 351.1117;

  (27)  "Secretary of state", the secretary of state of the state of Missouri;

  (28)  "State", the state of Missouri.

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(L. 2011 S.B. 366)