Excerpts from Missouri Statutes Applying to NonProfit Corporations

Excerpts from Missouri Statutes Applying to NonProfit Corporations for corporate records and member’s inspection of records …..

Section 355.821                  Corporate Records

Permanent Record Requirements:

  • Minutes of all Meetings of Members & Board
  • Record of all actions taken by Directors without a meeting
  • Record of all actions taken by Board Committees

Maintain appropriate accounting records.

Maintain a record of its members – names and addresses in alphabetical order.

Maintain records in written form or another form capable of conversion to written form.

  • Keep Copies at its Principle Office of:
  • Articles of Incorporation and all amendments
  • By-Laws and all amendments
  • Resolutions adopted by Board relating to characteristics, qualifications, rights, limitation, and obligations of members
  • Minutes of all meetings & records of all actions approved for the past three years
  • Written communication to all or specific classes of members within the past three years.
  • List of Names & Addresses of Current Directors and Officers
  • Current Corporate Registration report
  • Appropriate financial statements of all income & expenses

Section 355.826                  Member’s Inspection of Records

Members are entitled to inspect and copy, at a reasonable time and location specified by corporation, any of the following records of the corporation if the member gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:

  • Any records required to be maintained under subsection 1 of section 355.821 (Minutes / Records of Actions of Board and Committees)
  • Financial statements of the corporation

A member may inspect and copy records identified in this section only if:

  • The member describes with reasonable particularity the purpose and the records the member desires to inspect, and
  • The records are directly connected with that purpose

Section 355.831                  Scope of Inspection Right

The right to copy records under section 355.826 includes, if reasonable, the right to receive copies made by photographic, zerographic, or other means.

The corporation may impose a reasonable charge, covering costs of labor and material, for copies of any documents provided to members.  The charge may not exceed the estimated cost of production or reproduction of the records.

Section 355.846                  Furnishing of Financial Statements

A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as

appropriate, that include a balance sheet as of the end of the fiscal year and statements of operations for that year.  If financial statements are prepared for the corporation on the basis of generally accepted accounting principals, the annual financial statements must also be prepared on that basis.

If annual financial statements are reported upon by a certified public accountant, the accountant’s report must accompany them.  If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation’s financial accounting records:

(1) Stating the president’s or other person’s reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis for preparation; and

(2)  Describing any respects in which the statements where not prepared on the basis of accounting consistent with the statements prepared for the preceding year.

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