Missouri Revised Statutes

Mo. Rev. Stat. § 355.381 (2026)

Action without meeting

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  355.381.  Action without meeting. — 1.  Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board.  The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.

  2.  Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

  3.  A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

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(L. 1994 H.B. 1095)

Effective 7-01-95

Notes of Decisions
Cited in 1 case, 2014–2014 · leading case: Spirit & Truth Church v. Barnaby, 428 S.W.3d 764 (Mo. Ct. App. 2014).
Spirit & Truth Church v. Barnaby, 428 S.W.3d 764 (Mo. Ct. App. 2014). · cites it 2× “Section 355.381. The Church bylaws similarly state that the directors, “together with the Pastor, shall care for the business affairs of the church” and that a majority vote of the board present at any meeting is the “deciding factor with the approval of the Pastor.”
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