2011 Missouri Revised Statutes
TITLE XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351 General and Business Corporations
Section 351.1093. Certified and uncertified membership interests, requirements.

351.1093. 1. The membership interests of a cooperative shall be either certificated or uncertificated as set forth in the articles or bylaws or as determined by the board. Each holder of a certificated membership interest or interests are entitled to a certificate of membership interest to be issued by the cooperative in accordance with this section.

2. Certificates of membership shall be signed by at least one officer of the cooperative as authorized in the articles, bylaws, or by resolution of the board or, in the absence of such an authorization, by the chief executive officer, president, secretary, or chairman of the board.

3. If a person signs a certificate while such person is an authorized signatory under subsection 2 of this section, the certificate may be issued by the cooperative, even if such person has ceased to have that capacity before the certificate is actually issued, with the same effect as if the person had that capacity at the date of its issue.

4. If issued, a certificate representing a membership interest or interests of a cooperative shall contain on its face:

(1) The name of the cooperative;

(2) A statement that the cooperative is organized under the laws of this state and sections 351.1000 to 351.1228;

(3) The name of the person to whom the certificate is issued;

(4) The number and class of membership interests, and the designation of the series, if any, that the certificate represents;

(5) A statement that the membership interests in the cooperative are subject to the articles and bylaws of the cooperative; and

(6) Restrictions on transfer, if any, including approval of the board, first rights of purchase by the cooperative, and other restrictions on transfer, which may be stated by reference to the back of the certificate where such restrictions may be listed or to another document.

5. A certificate signed as provided in subsection 2 of this section is prima facie evidence of the ownership of the membership interests referred to in the certificate.

6. Unless uncertificated membership interests are prohibited by the articles or bylaws, a resolution approved by the board may provide that some or all of any or all classes and series of its membership interests will be uncertificated membership interests. The resolution shall not apply to membership interests represented by a certificate until the certificate is surrendered to the cooperative. Within a reasonable time after the issuance or transfer of uncertificated membership interests to a member, the cooperative shall send such member the information required by this section to be stated on certificates. Except as otherwise expressly provided by the articles, bylaws, or sections 351.1000 to 351.1228, the rights and obligations of the holders of certificated and uncertificated membership interests of the same class and series shall be identical.

(L. 2011 S.B. 366)

Annotation Copyright Missouri Joint Committee on Legislative Research