FIRST REGULAR SESSION
SENATE BILL NO. 397
91ST GENERAL ASSEMBLY
INTRODUCED BY SENATOR SCHNEIDER.
Read 1st time February 1, 2001, and 1,000 copies ordered printed.
TERRY L. SPIELER, Secretary.
1713S.01I
AN ACT
To repeal sections 355.131 and 448.3-102, RSMo 2000, relating to ownership of property, and to enact in lieu thereof two new sections relating to the same subject.
Section A. Sections 355.131 and 448.3-102, RSMo 2000, are repealed and two new sections enacted in lieu thereof, to be known as sections 355.131 and 448.3-102, to read as follows:
355.131. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including, without limitation, power:
(1) To sue and be sued, complain, and defend in its corporate name;
(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it;
(3) To make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation;
(4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(6) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any entity;
(7) To make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 355.421;
(9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;
(10) To conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this state;
(11) To elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation;
(12) To pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13) To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interests;
(14) To impose dues, assessments, admission and transfer fees upon its members for services and benefits provided by the corporation to its members; however, no nonprofit corporation organized as a unit owners' association pursuant to chapter 448, RSMo, or as a property owners' association shall require or mandate that their members shall also be members of another corporation, hereinafter referred to as a second corporation, nor shall a nonprofit corporation organized as a unit owners' association or as a property owners' association have the power or authority to assess its members for the costs of services or benefits provided by a second corporation. This restriction shall not preclude a nonprofit corporation organized as a unit owners' association or as a property owners' association from allowing its members to voluntarily agree to belong to a second corporation and paying an assessment for the services or benefits provided by such second corporation;
(15) To establish conditions for admission of members, admit members and issue memberships;
(16) To carry on a business or businesses, either directly or through one or more for-profit or nonprofit subsidiary corporations; and
(17) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
448.3-102. 1. Subject to the provisions of the declaration, the association, even if unincorporated, may:
(1) Adopt and amend bylaws and rules and regulations;
(2) Adopt and amend budgets for revenues, expenditures, and reserves and collect assessments for common expenses from unit owners;
(3) Hire and terminate managing agents and other employees, agents, and independent contractors;
(4) Institute, defend, or intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more unit owners on matters affecting the condominium;
(5) Make contracts and incur liabilities;
(6) Regulate the use, maintenance, repair, replacement, and modification of common elements;
(7) Cause additional improvements to be made as a part of the common elements;
(8) Acquire, hold, encumber, and convey in its own name any right, title, or interest to real or personal property; provided, that common elements may be conveyed or subjected to a security interest only pursuant to section 448.3-112;
(9) Grant easements, leases, licenses, and concessions through or over the common elements;
(10) Impose and receive any payments, fees, or charges for the use, rental, or operation of the common elements other than limited common elements described in subdivisions (2) and (4) of section 448.2-102 and services provided to unit owners; however, no not for profit corporation unit owner's association shall require the unit owners to be members of another corporation, hereinafter referred to as a second corporation, nor shall the not for profit unit owners' association have the power or authority to assess its unit owners for the costs of services or benefits provided by a second corporation. This restriction shall not preclude a not for profit unit owners' association from allowing the unit owners to voluntarily agree to belong to a second corporation and paying an assessment for the services or benefits provided by such second corporation;
(11) Impose charges for late payment of assessments and, after notice and an opportunity to be heard, levy reasonable fines for violations of the declaration, bylaws, and rules and regulations of the association;
(12) Impose reasonable charges for the preparation and recordation of amendments to the declaration, resale certificates required by section 448.4-109, or statements of unpaid assessments;
(13) Provide for the indemnification of its officers and executive board and maintain directors' and officers' liability insurance;
(14) Assign its rights to future income, including the right to receive common expense assessments, but only to the extent expressly provided in the declaration;
(15) Exercise any other powers conferred by the declaration or bylaws;
(16) Exercise all other powers that may be exercised in this state by legal entities of the same type as the association; and
(17) Exercise any other powers necessary and proper for the governance and operation of the association.
2. Notwithstanding the provisions of subsection 1 of this section, the declaration may not impose limitations on the power of the association to deal with the declarant that are more restrictive than the limitations imposed on the power of the association to deal with other persons.