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SB 366 - This act creates cooperative associations as a new type of business organization formed for any lawful purpose to conduct business in the state of Missouri. The association shall be comprised of members and governed by a board of directors. Members may be patron or nonpatron members. Patron members are those that conduct business through or with the cooperative. The cooperative may elect to be taxed as a corporation or as a partnership. The articles of association may limit a director's liability except for a breach of the duty of loyalty, intentional misconduct, illegal distributions, and improper benefits. Cooperatives may indemnify persons in certain situations. The act provides requirements for the organization of associations such as defining organizational purpose, who may organize, cooperative names, elements to be included in articles of organization and bylaws and requirements for amending both and the members right to inspect the cooperative's documents. The act provides requirements governing the actions and liabilities of directors and officers including the number and election procedures for directors, quorum requirements, removal procedures for directors and officers, meeting requirements, limitation of liability and indemnification procedures. The requirements governing members are enumerated including membership interests, member meeting requirements, voting rights, sale of assets, and contribution agreements. The act sets forth the method for merger, consolidation, and dissolution. CHRIS HOGERTY
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