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Free Missouri Corporate Bylaws Template

Corporate bylaws are the internal rules your Missouri corporation runs on, and the power over them sits with shareholders unless the articles hand it to the board. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in Missouri?

Corporate bylaws are the internal rules a Missouri corporation adopts to govern itself. Section 351.290 of the Revised Statutes of Missouri covers them, in wording last changed in 1975.

The section separates two questions that many states run together. Who adopts the original Missouri corporate bylaws is one answer, and who controls them afterwards is a different one.

Missouri Requirements for Corporate Bylaws

Subsection 1 handles the ordinary rules. The remaining subsections deal with emergencies.

Shareholders Hold the Power

The power to make, alter, amend, or repeal the bylaws is vested in the shareholders. That is the starting position, and it applies unless something moves it.

The Articles Can Move It

That power may be vested in the board of directors, but only by the articles of incorporation, and only to the extent the articles say. A corporation can therefore hand the board everything, part of it, or nothing at all.

Directors Adopt the Original Set

A proviso preserves a practical route at formation: the original bylaws of a corporation may be adopted by the directors. Shareholder control attaches to what happens after that.

What They May Contain

Bylaws may contain any provisions for the regulation and management of the affairs of the corporation that are not inconsistent with law or the articles of incorporation.

Who Controls Bylaws in a Missouri Corporation?

The shareholders, unless the articles of incorporation say otherwise. Section 351.290 vests the power in them and treats any board role as a grant the articles must make deliberately.

That grant lives in one place only. A bylaw purporting to give the board ongoing authority does not do the job, because the statute points at the articles rather than the bylaws.

The statute allows partial grants. Because the articles may vest the power in the board to the extent they choose, a corporation can let directors handle routine provisions while keeping the rest with shareholders.

Missouri’s emergency bylaw provisions show their age. Subsection 2 makes them operative during an emergency resulting from an attack on the United States or any nuclear or atomic disaster, and subsection 7 contemplates notifying directors by publication or radio. Worth reading before assuming they cover a modern disruption.

How to Adopt Corporate Bylaws in Missouri

Missouri corporate bylaws never reach the Secretary of State, so this stays inside the corporation.

  1. File your articles of incorporation, deciding at the same time whether to vest any bylaw power in the board.
  2. Have the directors adopt the original set, which the proviso in subsection 1 permits.
  3. Draft the provisions covering meetings, quorum, directors, officers, and shares.
  4. Consider emergency bylaws under subsection 2, including a designated list of people who can make quorum.
  5. Minute the adoption, naming the date and the group that acted.
  6. Keep the signed copy in your corporate records and refresh it whenever an amendment passes.