Chapter 352Religious and Charitable Associations--Charitable Gift Annuities
352.010. Any number of persons not less than three, who shall have associated themselves by articles of agreement in writing, as a society, company, association or organization formed for benevolent, religious, scientific, fraternal-beneficial, or educational purposes, may be consolidated and united into a corporation. Such articles of agreement may be organic regulations, or a constitution, or other form of association, and any corporate name, not already assumed by another corporation, may be chosen as the title of the corporation; provided, always, that the purpose and scope of the association be clearly and fully set forth.
Character of associations which may incorporate.
(RSMo 1939 § 5436)
Prior revisions: 1929 § 4996; 1919 § 10264; 1909 § 3432
Firemen's pension and relief association, who may form, 87.495
352.020. Any association formed for benevolent purposes, including any purely charitable society, hospital, asylum, house of refuge, reformatory and eleemosynary institution, fraternal-beneficial associations, or any association whose object is to promote temperance or other virtue conducive to the well-being of the community, and, generally, any association formed to provide for some good in the order of benevolence, that is useful to the public, may become a body corporate and politic under this chapter; any association, congregation, society or church organization formed for religious purposes, and any association formed to provide or maintain a cemetery; any school, college, institute, academy or other association formed for educational or scientific purposes, including therein any association formed specially to promote literature, history, science, information or skill among the learned professions, intellectual culture in any branch or department, or the establishing of a museum, library, art gallery, or the erection of a public monument, and in general, any association, society, company or organization which tends to the public advantage in relation to any or several of the objects above enumerated, and whatever is incident to such objects, may be created a body corporate and politic by complying with sections 352.010 and 352.060.
May be formed to execute trusts.
(RSMo 1939 § 5439)
Prior revisions: 1929 § 4999; 1919 § 10267; 1909 § 3435
352.030. Corporations may be formed, under the provisions of this chapter, to execute any trust the purpose whereof is within the purview of this chapter, and may receive and take, by deed or devise, in their corporate capacity, any property, real and personal, for the uses and purposes of such trust, and execute the trust so created.
Historical, library, museum and scientific associations mayincorporate as charitable trusts--property perpetuallydedicated--members--endowment funds.
(RSMo 1939 § 5443)
Prior revisions: 1929 § 5002; 1919 § 10270; 1909 § 3438
352.040. 1. Any association or society formed for educational purposes as classified in section 352.020, and as herein limited, located in any city or town, may elect to provide in its articles of agreement by incorporating this section in such articles, and in other respects conforming them thereto, that such corporation shall be, in all that relates to its property and all such as it may acquire, a quasi-trustee for the public, and as such may receive and take by deed or devise in its corporate capacity, any property, real and personal, in trust for the uses and purposes for which such corporation was formed, and execute any trust so created; provided, that this section shall apply only, and it is hereby expressly limited, to such association or society as may be formed for the purpose of promoting historical studies or natural science, of establishing a museum, library or an art gallery, such educational and scientific purposes being chiefly for the advantage of the public where such corporation is located; and provided furthermore, that no corporation in whose charter is incorporated this section shall be permitted to amend such charter or to take advantage or avail itself of any change in the general law, in such way as to affect this section, and such charter shall be taken as a perpetual contract between such corporation and the public.
2. It shall not be lawful for such corporation to create or contract any debt or pecuniary obligation in the nature of a debt; and any attempt to create or contract any such debt or obligation shall be, ipso facto, void. Nor shall any such corporation mortgage, or deed in trust, any of its property, or sell any such property, except by way of exchange for property of equal value, or for reinvestment.
3. If any such corporation dissolve, its property shall be vested in the city or town in which such corporation is located, to be taken and held for the benefit of the people of such city or town, to the same purposes, uses and trusts as such property was held by such corporation.
4. Membership in such corporation shall be open to the public, under such reasonable rules and regulations as the corporation may prescribe in its bylaws.
5. Every such corporation shall create and maintain an endowment fund, to remain perpetually intact, that means may thereby be provided for the stability and support of the corporation; and to this end all moneys voluntarily contributed as life membership, and by persons not residents of the locality where such corporation is located, who desire to be registered as members, and one-fourth of the current subscriptions from memberships, shall be set apart, until the moneys derived from these sources, together with such as lawfully come into such endowment fund from other sources, shall amount in the aggregate to at least two hundred thousand dollars. Such endowment fund may be invested in bonds of the United States, or of this state, or of the city or county in which the corporation is located, or in loans secured by mortgage on improved real estate situated in this state, but shall not be invested in securities or stock of any private trading or manufacturing corporation, or of any railroad company, or on any personal security, and the principal thereof shall not be encroached upon or expended by such corporation for any purpose.
6. The museum, gallery and cabinets of such corporation shall be open to the public of this state, under such reasonable regulations as may from time to time be prescribed, and the contents of such museum, gallery or cabinets, or any portion thereof, shall not be loaned or taken out for exhibition or other purpose, on any pretext whatever.
7. Any existing corporation formed for purposes within the purview of this section, and whose charter is in harmony therewith, shall be empowered to adopt the same as an amendment to such charter, under the provisions of section 352.070.
What associations not to incorporate under this chapter--companyformed to erect building for use of society, may incorporate.
(RSMo 1939 § 5447)
Prior revisions: 1929 § 5006; 1919 § 10274; 1909 § 3442
352.050. No association, society or company formed for manufacturing, agricultural or business purposes of any kind, or for pecuniary profit in any form, nor any corporation having a capital stock divided into shares, shall be incorporated under this chapter; provided, that any company formed to erect a building for the exclusive use of a society within the purview of this chapter, without pecuniary consideration from such society, may become a body corporate under this chapter notwithstanding it has a capital stock in shares, and may receive subscriptions to such stock, to be paid in real estate, in money, property or services rendered to such company.
(RSMo 1939 § 5444)
Prior revisions: 1929 § 5003; 1919 § 10271; 1909 § 3439
352.060. 1. The persons holding the offices respectively of president, secretary and treasurer of the association, or other chief officers, by whatever name they may be known, shall submit to the circuit court having jurisdiction in the city or county where such association is located, the articles of agreement, with the petition praying for a pro forma decree thereon.
2. If the court shall be of the opinion that such articles of agreement and the purposes of the association come properly within the purview of this chapter, and are not inconsistent with the constitution or laws of the United States, or of this state, the court shall enter of record an order to that effect, a certified copy of which order shall, by the clerk, be endorsed upon or attached to said articles. But no such order shall be made until such petition shall have remained on file in the clerk's office of said court for at least three days after said petition shall have been presented to the court; and whenever the judge to whom such petition shall have been presented shall entertain any doubt as to the lawfulness or public usefulness of the proposed corporation, it shall be his duty to appoint some competent attorney, as a friend of the court, whose duty it shall be to examine said petition and show cause, if any there be, on some day to be fixed by the court, why the prayer of said petition should not be granted, and said attorney shall not be confined in his examination to said petition and articles of association, but may introduce such testimony as may be available and proper in order to fully disclose the true purposes of the association; and upon the hearing thereof, the court shall make such further order granting or dismissing said petition as to it may seem best, and upon the granting of such petition, the petitioners shall cause the articles of agreement, with the certificate aforesaid, to be recorded in the office of the recorder of deeds of the county in which the association is located, and then filed in the office of the secretary of state.
3. The secretary of state shall issue to the petitioners a certified copy of such articles of agreement, with the several certificates thereon as filed in his office, which certified copy shall be the charter of incorporation; and thereupon the petitioners, their associates and successors, shall be created and be a body corporate and politic, by the corporate name designated in such charter, and such charter, together with this chapter, shall be received in all courts and places as legal evidence of the incorporation of such association.
Amendment of charter.
(RSMo 1939 § 5437)
Prior revisions: 1929 § 4997; 1919 § 10265; 1909 § 3433
352.070. Any corporation formed under this chapter or any existing corporation formed for benevolent, religious, scientific or educational purposes, may amend its charter in any matter germane to such charter, by submitting the proposed amendment to the circuit court, and in other respects proceeding as required in section 352.060 for the original articles of agreement. And upon the issuing of a certified copy of such amendment by the secretary of state, such amendment shall become and be part of the charter of such corporation, with like effect and validity as though originally incorporated in such charter. Any such corporation may, without losing its personal identity, change its corporate name as an amendment to its charter.
(RSMo 1939 § 5440)
Prior revisions: 1929 § 5000; 1919 § 10268; 1909 § 3436
352.080. 1. Every corporation now organized or that may hereafter be organized under what is known as the benevolent, religious, scientific, fraternal-beneficial, educational and miscellaneous corporation act through the circuit courts of the state may change its location from one county to another in this state by filing with the circuit court of the county or city to which it proposes to move, a certified copy of its articles of association accompanied by a petition signed by the persons holding the offices of president, secretary and treasurer of the association, or other chief officers by whatever name they may be known, asking that the corporation be moved and reincorporated in the county or city to which it wishes to move, with all of its rights, franchises and properties that it then has. After the copy of the articles of association and petition are filed with the circuit court they shall be proceeded with as is provided in filing new articles of association and petition as in section 352.020.
2. Nothing herein provided shall be construed to prevent the corporation continuing in perpetual succession to all its rights, franchises and properties, and liable for all its previous obligations as if no change of location had been made, and it shall enjoy all the rights and privileges as a corporation formed in the county or city to which it moves in the first instance.
Incorporated association may become fraternal benefit society.
(RSMo 1939 § 5441)
352.090. Any such society, order or association heretofore or hereafter incorporated under the provisions of the laws of this state may avail itself of the benefits of chapter 378 by amending its constitution or articles of association or reincorporating thereunder, or by an amended constitution or amended articles of association in the manner prescribed by this chapter.
(RSMo 1939 § 5438)
Prior revisions: 1929 § 4998; 1919 § 10266; 1909 § 3434
352.100. Every corporation formed under this chapter shall keep a fair record of all its proceedings, which record shall be open, at all reasonable hours, to the inspection of all its members.
(RSMo 1939 § 5445)
Prior revisions: 1929 § 5004; 1919 § 10272; 1909 § 3440
352.110. 1. Every corporation created under this chapter shall make bylaws for its government and support and the management of its property, and therein provide, unless such provision is already made in its charter, for the admission of new members and how they shall be admitted, and prescribe their qualifications.
2. Provision may also be made in such bylaws for the removal of officers for cause, and for the expulsion of members guilty of any offense which affects the interests or good government of the corporation, or is indictable by the laws of the land; provided, always, that such bylaws shall be conformable to the charter of such corporation, and shall not impair or limit any provision thereof or enlarge its scope, and shall not be contrary to the provisions of the constitution or laws of this state.
(RSMo 1939 § 5446)
Prior revisions: 1929 § 5005; 1919 § 10273; 1909 § 3441
352.120. The dues of members of corporations created under this chapter, as determined by their charters or bylaws, and any donations or subscriptions to which they may voluntarily obligate themselves, may be collected as any other debt; but over and above such dues or such subscriptions in no case shall any member be individually liable.
May acquire stock--power to hold real estate.
(RSMo 1939 § 5442)
Prior revisions: 1929 § 5001; 1919 § 10269; 1909 § 3437
352.130. It shall be lawful for any corporation which may be organized under this chapter, or any existing corporation the purposes whereof are included in those mentioned in section 352.020, to acquire, by subscription, purchase, devise or gift, shares of stock in any stock company which shall hereafter be incorporated under and pursuant to the laws of this state, for the sole purpose of erecting or purchasing a hall or building for the use and benefit of any one or more of such corporations, as mentioned in section 352.020, and to hold such stock as personal property, and to enjoy the rights and privileges appertaining to such ownership; provided, that the stock corporation erecting or purchasing such hall or building for the purpose aforesaid shall not permit the same to be occupied or used by any person or corporation for any purpose not included among those specified in section 352.020, except so much of said building as may be necessarily rented for business purposes, in order to secure a sufficient revenue to provide for the expenses of the care and maintenance of said property, and for annual dividends not to exceed five percent upon the capital stock thereof, and every such stock corporation as herein mentioned shall, in the articles of association thereof, expressly declare its sole purposes to be such as above provided for; and provided further, that any corporation, the purposes whereof are included in section 352.020, may acquire and hold in its own name such real estate and buildings as may be necessary for assembly, library, laboratory and other rooms requisite for its purposes, and may receive income from such other rooms as may be requisite to the completeness of such buildings; but such income shall be applied to the purpose of such corporation as defined in section 352.020.
Benevolent corporations may be merged.
(RSMo 1939 § 5448)
Prior revisions: 1929 § 5007; 1919 § 10275; 1909 § 3443
352.140. Any corporation or corporations heretofore or hereafter organized under the laws of this state relating to the incorporation of benevolent, religious, scientific, fraternal-benevolent, educational and miscellaneous associations may be merged in any other such corporation or may be consolidated with any other such corporation or corporations to form a consolidated corporation under such laws, on compliance with the provisions of sections 352.140 to 352.170.
Proceedings to effect merger.
(RSMo 1939 § 5457)
Prior revision: 1929 § 5020
352.150. 1. The corporations which are to be parties to such merger or consolidation, upon being first authorized by the affirmative vote of a majority of their respective members entitled to vote, shall enter into an agreement providing for such merger or consolidation and the terms and conditions thereof, subject, however, to the approval of the circuit court as herein provided.
2. Thereafter, such corporations shall submit to the circuit court having jurisdiction in the city or county where either of such corporations is located a copy of such agreement with their petition praying for the approval of such agreement and consolidation or merger. If the court finds that such consent of such majority of the members of such respective corporations has been obtained and if the court shall be of the opinion that the purposes of such proposed consolidated corporation come properly within the purview of the laws of this state relating to benevolent, religious, scientific, fraternal-beneficial, educational and miscellaneous associations and that such merger or consolidation is not inconsistent with the constitution or laws of the United States or of this state, the court shall enter of record an order to that effect granting said petition and authorizing and approving such merger or consolidation.
3. No such order shall be made until such petition shall have remained on file in such court for at least three days; and if and when the judge to whom such petition shall have been presented shall entertain any doubt as to the lawfulness of such proposed merger or consolidation, he may appoint some competent person as a friend of the court, whose duty it shall be to examine said petition and agreement and show cause, if any there be, on some day to be fixed by the court, why the prayer of such petition should not be granted. Such person so appointed shall not be confined in his examination to said petition and agreement, but may introduce such testimony as may be available and proper in order to fully disclose the true purposes of such merger or consolidation; and upon the hearing thereof, the court shall make such order granting or dismissing said petition as to it may seem best.
4. Upon the entry of an order by the court approving such consolidation or merger and granting such petition, the petitioners shall cause the said agreement, together with such order of court, to be recorded in the office of the recorder of deeds of the county or counties in which such petitioners are located and thereafter filed in the office of the secretary of state. Thereupon, the secretary of state shall issue to such consolidated corporation a certified copy of such agreement and order of court as filed in his office, which certified copy shall be the charter of incorporation of such consolidated corporation, and thereupon such consolidated corporation shall become and be a body corporate and politic by the corporate name designated in such agreement and subject to the laws of this state relating to such associations as aforesaid.
Property rights--how affected by merger.
(RSMo 1939 § 5458)
Prior revision: 1929 § 5021
352.160. Upon the issuance of such charter, the corporate existence of the merging or consolidating corporations shall become merged into that of the consolidated corporation and all rights, privileges, and franchises, and the right, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of conceivable value or benefit then existing or thereafter arising to which either of such corporations so merging or consolidating shall be or become entitled at law or in equity, shall be fully and finally and without any right or reversion, transferred to and vested in such consolidated corporation without further act or deed, and such consolidated corporation shall have and hold the same in its own corporate right as fully as the same was possessed and held by either of such merging or consolidating corporations from which such rights were, by operation of sections 352.140 to 352.170, transferred; and if any such corporation which is a party to such merger or consolidation shall be or shall have been designated as legatee, or devisee or beneficiary in any will, trust agreement, trust conveyance or other conveyance or instrument whatsoever prior to such merger or consolidation, even though such will, trust agreement, trust conveyance or other conveyance or instrument shall not become operative or effective until after such merger or consolidation shall have become effective, every such legacy, devise, or benefit shall vest in, devolve upon and inure to and be received and enjoyed by such consolidated corporation.
Obligations not abated by merger.
(RSMo 1939 § 5459)
Prior revision: 1929 § 5022
352.170. 1. The rights, obligations and relations of either of the merged or consolidated corporations in respect to any debtor or creditor of such corporation shall remain unimpaired and the consolidated corporation shall succeed to all such rights, obligations and relations.
2. Any pending action or other judicial proceedings to which any corporation that shall have been so merged or consolidated is a party shall not be deemed to have abated or to have discontinued by reason of such merger or consolidation, but may be prosecuted to final judgment in the same manner as if such merger or consolidation had not been made; or the consolidated corporation may be substituted as a party to such action or proceeding and any judgment, order or decree may be rendered for or against it that might have been rendered for or against such other corporation if such merger or consolidation had not occurred.
Method of dissolution.
(RSMo 1939 § 5460)
Prior revision: 1929 § 5023
352.180. Whenever seventy-five percent of all the members of any benevolent, religious, scientific or other miscellaneous associations, incorporated under this chapter, by their record vote at any lawful meeting of such association adopt a resolution favoring the dissolution of such association, after the payment of all debts, claims, or other obligations of said association, then said association may be dissolved by filing an affidavit of dissolution with the secretary of state, setting forth the above facts, and when said affidavit of dissolution is filed, it shall be taken as prima facie evidence of such voluntary dissolution.
Application for dissolution--contents.
(RSMo 1939 § 5461)
352.190. Application for such dissolution shall be made by a petition, verified by the president and secretary of said association or a majority of the directors or other governing body of the association, setting forth a clear and concise statement of the reasons which induce the members of said association to desire a dissolution of the association. Among other things, said petition shall contain a full and true inventory of all the estate, both real and personal, in law and equity, of such association, and of all books, vouchers and securities in relation thereto; also the names of all members, their residence if known; also all encumbrances on the property of such association by judgment, mortgage, pledge, or otherwise, a list of all creditors of said association, and all engagements or contracts entered into by said association, not fully satisfied, performed or cancelled.
May oppose dissolution of association.
(RSMo 1939 § 5462)
352.200. 1. Upon the filing of such petition an order shall be made by the court, if filed in term time, or by the clerk, if filed in vacation, requiring all persons interested in such association to show cause, if any they have, why such association should not be dissolved on or before a day or term, of said court therein named.
2. The officers of said association, the various members, or any other person interested may enter their voluntary appearance in said court at the time of filing such petition, and all members who reside in the county where said petition has been filed and all creditors and persons having unexecuted contracts with said association, and who reside in said county who do not enter their voluntary appearance in said court shall be notified by summons, under the hand and seal of the clerk of the court, reciting the filing of said petition, its general purpose and nature, and citing them to appear in said court on a day to be named in said writ to show cause, if any they have, against such dissolution, such day being fixed not less than twenty-one days nor more than thirty days after the filing of said petition.
3. In addition to said summons notice of a general nature and cause of said application shall be given to all other members, creditors, and persons having unexecuted contracts with said association, by publication in some newspaper of general circulation in said county, for at least five consecutive insertions in a daily newspaper, or at least one insertion each week for three weeks consecutively in a weekly newspaper, and proof of such service and publication shall be made before any order is made upon such petition.
4. The court shall have the power to continue such application for service upon all interested parties from time to time, to issue new writs if necessary, according to the practice therein.
Decree of dissolution--disposition of property.
(RSMo 1939 § 5463)
352.210. 1. If upon a hearing of such application the court shall be satisfied that the prayer of such petition can be granted without prejudice of the public welfare, or the interest of the members of the association, or the creditors of the same, it may enter a judgment or decree dissolving said association, and to provide by such judgment for the vesting of the property of such association, in a receiver or receivers, to be appointed by the court, and in his or their successors in office.
2. Such receiver or receivers, upon giving sufficient security, to be approved by the court for the faithful performance of his or their duties, shall succeed to the title of such association in and to all its property and estate, and shall hold the same in trust for the creditors thereof, and other persons who may be entitled thereto, and shall receive, collect, sue for, recover, hold, manage, dispose of the same under and in pursuance to the orders of such court, to be made from time to time in that behalf according to right and justice.
3. Any surplus remaining after paying the debts of such association shall, except as herein provided, be distributed among the persons who were members of such association at the time of such dissolution, or their legal representatives respectively, in equal shares, unless for good cause shown the court shall otherwise order; provided, that no property devoted to religious, literary or charitable uses shall be diverted from the objects for which they were granted by means of the powers herein given to any association to dissolve, but the same shall be preserved by the decree of the court.
Certified copy of order filed with secretary of state.
(RSMo 1939 § 5464)
352.220. Whenever the court shall grant such judgment of dissolution, the clerk thereof shall send a certified copy of the order of the court to the secretary of state, the expense of which shall be taxed as costs in the case, and said copy shall be filed with the articles of agreement and certificates attached of the association.
Dissolved corporation to convey property to successor.
(RSMo 1939 § 5465)
352.230. Whenever the members of any corporation heretofore or hereafter incorporated under the laws of this state for any benevolent purpose, or whenever the persons who were or shall be at the time of the dissolution of any such corporation members thereof, or in case of the death of any of them, the survivors shall, themselves, or with other associates, become incorporated under the provisions of this chapter for the same benevolent purpose, under the same or any other corporate name, it shall be lawful and it shall be the duty of the person who may be the president of such former corporation, or who was or may be its president at the time of its dissolution, to execute and acknowledge in the name and on behalf of such former corporations, a conveyance of all the property, real and personal, and assets of every description of the said former corporation, conveying the same to the new corporation so incorporated; and such conveyance shall have the effect to vest in such new corporation all the right, title and interest in such property, real and personal, and assets of every description, which were at any time possessed by said former corporation.
May be proceeded against by quo warranto, when.
(RSMo 1939 § 5450)
Prior revisions: 1929 § 5009; 1919 § 10277; 1909 § 3445
352.240. 1. The circuit court of the city or county in which any corporation organized under this chapter shall be located shall, upon proceedings by information in the nature of a quo warranto, instituted against such corporation or the officers thereof, by the attorney general or circuit attorney, at the relation of any person desiring to prosecute the same, inquire into any alleged unlawful acts of or misuser or nonuser of its franchise by such corporation, in like manner as is or may be provided by law for proceedings in case of the alleged usurpation of or intrusion into any public office by any person.
2. If, in any such proceedings, judgment of forfeiture or dissolution be rendered against such corporation, it shall be lawful for the court to provide by such judgment for the vesting of the property of such corporation, upon such dissolution or forfeiture, in a receiver or receivers, to be appointed by the court, and in his or their successors in office. Such receiver or receivers, upon giving sufficient security, to be approved by the court, for the faithful performance of his or their duties, shall succeed to the title of such corporation in and to all its property and estate, and shall hold the same in trust for the creditors thereof, and other persons who may be entitled thereto, and shall receive, collect, sue for, recover, hold, manage and dispose of the same under and pursuant to the orders of such court, to be made from time to time in that behalf, according to right and justice.
3. Any surplus remaining after paying the debts of such corporation shall, except as herein provided, be distributed among the persons who were members of such corporation at the time of such dissolution or forfeiture, or their legal representatives respectively, in equal shares, unless for good cause shown the court shall otherwise order; provided, that if upon the dissolution or forfeiture of the franchises of any corporation formed under this chapter it shall appear that any property vested in said corporation was held by it upon trust for any charitable purpose, or subject to the provisions of section 352.040, such property or surplus shall not be distributed as above provided, but shall, by decree of such court, to be made without delay, after the debts of such corporation, if any, shall have been fully paid out of said property, be vested in one or more trustees for the charitable purpose for which such corporation held the same, or, in the case of corporations which have complied with the provisions of section 352.040, shall be disposed of in the manner in said section provided for upon the dissolution of any such corporation.
4. And it shall be the duty of the attorney general, or circuit or prosecuting attorney of the proper circuit or county, whenever any credible person shall, in writing, make complaint to him upon affidavit of information and belief, that any corporation formed under this chapter has, in any material matter, willfully misused, or, for two years last past, has neglected to use its franchises, or has otherwise become liable to forfeit its charter, to inquire diligently into the grounds of such complaint, and upon reasonable cause shown therefor, to institute proceedings by information in the nature of a quo warranto, looking to a dissolution of such corporation and a forfeiture of its corporate rights.
Private foundations, prohibited activities.
(RSMo 1939 § 5449)
Prior revisions: 1929 § 5008; 1919 § 10276; 1919 § 3444
352.245. 1. No corporation organized under this chapter which is a "private foundation" as defined in section 509(a) of the United States Internal Revenue Code shall
(1) Engage in any act of "self-dealing", as defined in section 4941(d) of the United States Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4941(a) of the United States Internal Revenue Code;
(2) Retain any "excess business holdings", as defined in section 4943(c) of the United States Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4943(a) of the United States Internal Revenue Code;
(3) Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the United States Internal Revenue Code, so as to give rise to any liability for the tax imposed by section 4944(a) of the United States Internal Revenue Code; and
(4) Make any "taxable expenditures", as defined in section 4945(d) of the United States Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4945(a) of the United States Internal Revenue Code.
2. Each corporation which is a "private foundation" as defined in section 509 of the United States Internal Revenue Code shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the United States Internal Revenue Code.
3. The provisions of subsections 1 and 2 of this section shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such sections. The corporation shall not be liable to anyone for any payments made under subsection 2 prior to such determination.
4. Nothing in this section shall impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.
5. All references to sections of the United States Internal Revenue Code shall be to such law as of June 14, 1971.
Ministers, duty to report child abuse andneglect--definitions--designation of an agent.
(L. 1971 S.B. 48)
352.400. 1. As used in this section, the following words and phrases shall mean:
(1) "Abuse", any physical injury, sexual abuse, or emotional abuse, injury or harm to a child under circumstances required to be reported pursuant to sections 210.109 to 210.183;
(2) "Child", any person regardless of physical or mental condition, under eighteen years of age;
(3) "Minister", any person while practicing as a minister of the gospel, clergyperson, priest, rabbi, Christian Science practitioner, or other person serving in a similar capacity for any religious organization who is responsible for or who has supervisory authority over one who is responsible for the care, custody, and control of a child or has access to a child;
(4) "Neglect", failure to provide the proper or necessary support or services by those responsible for the care, custody, and control of a child, under circumstances required to be reported pursuant to sections 210.109 to 210.183;
(5) "Religious organization", any society, sect, persuasion, mission, church, parish, congregation, temple, convention or association of any of the foregoing, diocese or presbytery, or other organization, whether or not incorporated, that meets at more or less regular intervals for worship of a supreme being or higher power, or for mutual support or edification in piety or with respect to the idea that a minimum standard of behavior from the standpoint of overall morality is to be observed, or for the sharing of common religious bonds and convictions;
2. When a minister or agent designated pursuant to subsection 3 of this section has reasonable cause to suspect that a child has been or may be subjected to abuse or neglect under circumstances required to be reported pursuant to sections 210.109 to 210.183, the minister or designated agent shall immediately report or cause a report to be made as provided in sections 210.109 to 210.183. Notwithstanding any other provision of this section or sections 210.109 to 210.183, a minister shall not be required to report concerning a privileged communication made to him or her in his or her professional capacity.
3. A religious organization may designate an agent or agents required to report pursuant to sections 210.109 to 210.183 in an official capacity on behalf of the religious organization. In the event a minister, official or staff member of a religious organization has probable cause to believe that the child has been subjected to abuse or neglect under circumstances required to be reported pursuant to sections 210.109 to 213.183 and the minister, official or staff member of the religious organization does not personally make a report pursuant to sections 210.109 to 210.183, the designated agent of the religious organization shall be notified. The designated agent shall then become responsible for making or causing the report to be made pursuant to sections 210.109 to 210.183. This section shall not preclude any person from reporting abuse or neglect as otherwise provided by law.
(L. 2002 S.B. 923, et al., A.L. 2003 H.B. 445)
(1) "Charitable gift annuity", a transfer of cash or other property by a donor to a charitable organization in return for an annuity payable over one or two lives, under which the actuarial value of the annuity is less than the value of the cash or other property transferred and the difference in value constitutes a charitable deduction for federal tax purposes;
(2) "Qualified charitable gift annuity", a charitable gift annuity described in Section 501(m)(5) of the Internal Revenue Code, and Section 514(c)(5) of the Internal Revenue Code that is issued by a charitable organization that on the date of the annuity agreement:
(a) Has a minimum of one hundred thousand dollars in unrestricted cash, cash equivalents, or publicly traded securities, exclusive of the assets funding the annuity agreement; and
(b) Has been in continuous operation for at least three years or is a successor or affiliate of a charitable organization that has been in continuous operation for at least three years;
(3) "Qualified organization", an entity described in:
(a) 26 U.S.C. Section 501(c)(3) (1986); or
(b) 26 U.S.C. Section 170(c) (1986).
Notice to department, contents.
(L. 1996 S.B. 768 § 1, A.L. 1997 H.B. 319, A.L. 2001 H.B. 664)
352.505. 1. A qualified organization that issues qualified charitable gift annuities shall notify the department of insurance, financial institutions and professional registration in writing by the later of ninety days after August 28, 2001, or the date on which it enters into the organization's first qualified charitable gift annuity agreement. The notice must:
(1) Be signed by an officer or director of the organization;
(2) Identify the organization; and
(3) Certify that:
(a) The organization is a qualified organization; and
(b) The annuities issued by the organization are qualified charitable gift annuities.
2. The organization shall be required to submit additional information if necessary to determine appropriate penalties that may be applicable pursuant to section 352.520.
Notice to donors, disclosure, required.
(L. 1996 S.B. 768 § 2, A.L. 2001 H.B. 664)
352.510. When entering into an agreement for a qualified charitable gift annuity, the qualified organization shall promptly disclose to the donor in writing in the annuity agreement that a qualified charitable gift annuity is not insurance under the laws of this state and is not subject to regulation by the department of insurance, financial institutions and professional registration or protected by a guaranty association. The notice provisions required by this section must be in a separate paragraph in a print size no smaller than that employed in the annuity agreement generally.
Issuance of annuity not business of insurance.
(L. 1996 S.B. 768 § 3, A.L. 2001 H.B. 664)
352.515. The issuance of a qualified charitable gift annuity does not constitute engaging in the business of insurance in this state. A charitable gift annuity issued before August 28, 2001, is a qualified charitable gift annuity for purposes of this chapter and the issuance of such charitable gift annuity does not constitute engaging in the business of insurance in the state.
Department, duties--fines levied against qualified organizations forfailure to comply.
(L. 1996 S.B. 768 § 4, A.L. 1997 H.B. 319, A.L. 2001 H.B. 664)
352.520. The department of insurance, financial institutions and professional registration may enforce performance of the requirements of sections 352.505 and 352.510 by sending a letter by certified mail, return receipt requested, demanding that the qualified organization comply with the requirements of sections 352.505 and 352.510. The department of insurance, financial institutions and professional registration may fine the qualified organization in an amount not to exceed one thousand dollars per qualified charitable gift annuity agreement issued until such time as the qualified organization complies with sections 352.505 and 352.510. However, the failure of a qualified organization to comply with the notice requirements imposed pursuant to section 352.505 or section 352.510 does not prevent a charitable gift annuity that otherwise meets the requirements of sections 352.500 to 352.520 from constituting a qualified charitable gift annuity.
(L. 1996 S.B. 768 § 5, A.L. 2001 H.B. 664)