Are you the director or leader of a Missouri nonprofit that is thinking about changing its Constitution or bylaws? Make sure you know whether your church or charity is a Missouri Nonprofit Corporation, or a Missouri Benevolent Proforma Corporation!
Missouri adopted its nonprofit corporation act in 1953, as Chapter 355 of Missouri’s statutes. Before then, the only way to form a “non-profit” corporation in Missouri was to use Chapter 352, the Missouri Benevolent Proforma Corporation law. Many churches, charities, and other nonprofit institutions in Missouri were organized under Chapter 352, and thousands continue to operate under that law.
However, the founding document of a chapter 352 corporation, its “Charter,” has be approved by a local court, and then filed with county and state authorities. RSMo. 352.060. You have to follow similar steps to amend your charter. Believe it or not, this was easier than the prior law, which required action by the legislature. Chapter 355 has a much simpler process for adopting and amending the founding documents of a Nonprofit Corporation.
Constitutions, charters, and bylaws are not amended regularly. Unfortunately, leaders of Benevolent Corporations frequently forget (or do not know) about the proper steps for amending a charter, or get confused about the process.
In the past few years, I have encountered many Benevolent Corporations that have not followed the proper amendment process. Because amendments are only effective if you follow the correct process, these groups are sometimes stunned to find out their realConstitution is the one adopted in the 1930s or 1940s!
If you are planning to alter or amend the governing documents of a Missouri Benevolent Corporation, we would be happy to help you take the required steps. If you are not sure that your current documents were filed correctly, please contact us at 816.398.8305.