Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Missouri
At a glance
| Governing law and documents | Missouri nonprofit corporation; articles/bylaws may vary meeting and notice defaults, but cannot lower the statutory quorum floor (Mo. Rev. Stat. §§ 355.376, .386, .401). |
|---|---|
| Meeting type, caller, and place | Bylaw-fixed or periodic meetings are regular; others special; either may be in or out of state. Presiding officer, president, or 20% of sitting directors may call by default (§§ 355.376(1)-(2), .386(3)). |
| Regular meeting notice | No notice by default unless articles/bylaws provide otherwise (§ 355.386(1)). |
| Special meeting notice | At least two days' notice to each director of date, time, place, and purpose by default; articles/bylaws may vary (§ 355.386(2)). |
| Notice waiver and objection | Signed written waiver filed with minutes/records, or attendance; object on arrival or before vote on an unnotified matter and do not vote for or assent to it (§ 355.391). |
| Remote attendance | Board may allow a means by which all participating directors simultaneously hear one another; participant deemed present in person unless articles/bylaws vary (§ 355.376(3)). |
| Quorum and minimum | Default majority of directors in office just before meeting; articles/bylaws cannot set below the greater of one-third of sitting directors or two (§ 355.401(1)). |
| Director proxy | Board quorum and vote provisions count directors in office and present; they state no director-proxy voting procedure (§ 355.401). |
| Vote and assent | With quorum present at the vote, majority of directors present acts for board unless statute, articles, or bylaws require more (§ 355.401(2)). |
Requirements one by one
Meeting type, caller, and remote presence
Missouri § 355.376(1) makes a meeting regular if its time and place are fixed in the bylaws or the board meets at regular intervals. Other board meetings are special. Under § 355.386(3), the presiding officer, president, or at least 20 percent of directors then in office may call and give notice by default. Section 355.376(3) treats a director who joins through simultaneous audio communication as present in person, unless the articles or bylaws provide otherwise.
Notice and objection
Section 355.386(2) requires the purpose in the special meeting notice along with its date, time, and place. A director can sign a written waiver under § 355.391(1), which must be filed with the minutes or corporate records. Under § 355.391(2), attendance also waives notice unless the director objects on arrival or before the vote on a matter that was not properly noticed, then does not vote for or assent to that action.
Quorum and board vote
Section 355.401(1) measures the default quorum from directors in office immediately before the meeting begins. Even when the articles or bylaws reduce it, the quorum cannot fall below the greater of one-third of that number or two directors. Under § 355.401(2), quorum must exist when the vote is taken; a majority of directors present then acts for the board unless a greater vote is required. The provision measures votes by directors present and does not supply a director-proxy voting method.
What trips people up
The no-notice rule for regular meetings in § 355.386(1) does not carry over to special meetings. A special meeting ordinarily requires two days' notice to every director, including its purpose; governing documents may change these defaults.
Common questions
How do vacancies affect the quorum? Section 355.401(1) counts directors in office immediately before the meeting. If three of seven seats are vacant, four directors are in office and the default majority quorum is three.
Can directors who are not officers call a meeting? Yes, if they comprise at least 20 percent of directors then in office under § 355.386(3). On a five-director board, one director meets that threshold.
Statutes and sources
- Mo. Rev. Stat. § 355.376, official text accessed September 30, 2026.
- Mo. Rev. Stat. § 355.386, official text accessed September 30, 2026.
- Mo. Rev. Stat. § 355.391, official text accessed September 30, 2026.
- Mo. Rev. Stat. § 355.401, official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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