A new analysis of Missouri Benevolent Corporations shows that, on average, these important charitable organizations last updated their charters more than 74 years ago. While over 11,000 benevolent corporations have been formed, only 2.8% have ever updated their original charter.
Jonathan Whitehead, an attorney in Lee’s Summit, Missouri, conducted the analysis of publicly available information. “I noticed that my clients that are Missouri Benevolent Corporations sometimes failed to follow the legal process for amending their corporate charter,” said Whitehead. “This new analysis of publicly available information leads me to believe that many charities, churches, and other nonprofit groups haven’t kept up with the legal requirements.”
Missouri Benevolent Corporations are authorized under Chapter 352 of Missouri’s Revised Statutes. Chapter 352 predates the Missouri Nonprofit Corporation Act, which is located at Chapter 355. A key difference between a Chapter 352 and Chapter 355 corporation is that a Benevolent Corporation’s “charter” must be approved by a local court, and then filed with state and local authorities. This was a simplification of prior law, but unusual in later statutes like Chapter 355.
The charter filed with the state then becomes a governing document. “We have found groups often skip the steps required to make their constitution or charter effective,” said Whitehead. “While they may have drafted a new constitution or bylaws, they do not realize that they are legally bound by the documents filed decades ago with the Secretary of State,” said Whitehead.
According to our analysis of records supplied by the Secretary of State’s office, fewer than three percent of Benevolent Corporations have ever updated their charter. The average charter is 74 years old. “That’s an incredible amount of time, given the changes in law over the last few decades,” said Whitehead. “An older charter may be fine, but it is something to monitor if your charity wants to update its governance,” said Whitehead.
If you are not sure your charter has been properly updated, please contact our office at 816.398.8305, to arrange for a review.