CORPORATION LAWS OF MISSOURI

CONSTITUTION OF 1875.

ARTICLE II.

BILL OF RIGHTS.

SEC. 8. Religious corporation not to be established.That no religious corporation can be established in this state, except such as may be created under a general law for the purpose only of holding the title to such real estate as may be prescribed by law for church edifices, parsonages and cemeteries. (a)

[Const. 1865 limited quantity of land to five acres in country and one acre elsewhere. Art. I, Sec. 12.]

SEC. 15. Ex post facto laws, etc., prohibited.-That no ex post facto law, nor law impairing the obligation of contracts, or retrospective in its operation, or making any irrevocable grant of special privileges or immunities, can be passed by the general assembly. (b)

[The clauses "or making any irrevocable grant of special privileges or immunities," and "by the general assembly," are new.]

SEC. 20. Property not to be taken for private usepublic use a judicial question.-That no private property can be taken for private use, with or without compensation, unless by the consent of the owner, except for private ways of necessity, and except

(a) There shall be no religious incorporation except to hold land for church purposes. 82 Mo. 418; 11 M. A. 556; 27 M. A. 633; 97 Mo. 196.

(b) Ex post facto laws-term defined. 66 Mo. 545; 141 Mo. 408. Legislature cannot pass a law impairing the obligation of contracts. 9 Mo. 389; 50 Mo. 129; 78 Mo. 188; 88 Mo. 282. May change the remedy if the change does not impair the right. 91 Mo. 452; 8 A. 125. Cannot divest vested rights. 66 Mo. 328. Explanatory legislation cannot retroact so as to impair vested rights. 46 Mo. 376. A law affecting only contracts made after its passage is not within this prohibition. 136 Mo. 382. Incumbent has no vested right in office created by legislature. 44 Mo. 129; 46 Mo. 322; 47 Mo. 220. Retrospective laws-term defined. 66 Mo. 545. What retrospective laws may be passed. 115 Mo. 199. Statutes should be prospectively construed unless an opposite intent plainly appears. 78 Mo. 188; 79 Mo. 113: 115 Mo. 184; 133 Mo. 100; 63 A. 52; 74 A. 486.

for drains and ditches across the lands of others for agricultural and sanitary purposes, in such manner as may be prescribed by law; and that whenever an attempt is made to take private property for a use alleged to be public, the question whether the contemplated use be really public shall be a judicial question, and as such judicially determined, without regard to any legislative assertion that the use is public. (c)

[New section.]

SEC. 21. Property for public use—compensation.-That private property shall not be taken or damaged for public use without just compensation. Such compensation shall be ascertained by a jury or board of commissioners of not less than three freeholders, in such manner as may be prescribed by law; and until the same shall be paid to the owner, or into court for the owner, the property shall not be disturbed or the proprietary rights of the owner therein divested. The fee of land taken for railroad tracks without consent of the owner thereof shall remain in such owner, subject to the use for which it is taken. (p)

[New except substance of first sentence. Const. 1865, Art. I, Sec. 16.]

ARTICLE IV.

LEGISLATIVE DEPARTMENT.

*

SEC. 45. State's credit not to be loaned.-The general assembly shall have no power to give or to lend, or to authorize the giving or lending of the credit of the state in aid of or to any person, association or corporation, whether municipal or other, or to pledge the credit of the state in any manner whatsoever, for the payment of the liabilities, present or prospective, of any individual, association of individuals, municipal or other corporation whatsoever. (m)

[Const. 1865, Art. XI, Sec. 13, modified.]

SEC. 46. Public money, grant of prohibited. The general assembly shall have no power to make any grant, or to authorize the making of any grant of public money or thing of value to any individual, association of individuals, municipal or other corporation whatsoever: Provided, that this shall not be so construed as to prevent the grant of aid in a case of public calamity. (n)

[New section.]

SEC. 47. Municipalities, loaning credit of.-The general assembly shall have no power to authorize any county, city, town or township, or other political corporation or subdivision of the state now existing, or that may be hereafter established, to lend its credit,

(c) 120 Mo. 226; 103 Mo. 477; 97 Mo. 196; 82 Mo. 418; 11 A. 555; 27 A. 633.

(p) Act must afford remedy. 25 Mo. 277; 116 Mo. 527. Only absolute necessity will justify taking. 47 Mo. 474. Notice. 87 Mo. 203. What is public use. 58 Mo. 175; 48 Mo. 243.

(m) 85 Mo. 41; 37 Mo. 135; 55 Mo. 497.

(n) 123 Mo. 424; 85 Mo. 41; 142 Mo. 575; 143 Mo. 287.

or to grant public money or thing of value in aid of or to any individual, association or corporation whatsoever, or to become a stockholder in such corporation, association or company: Provided, that this shall not be so construed as to prohibit the general assembly from providing by law for authorizing the creation, maintenance and management of a fund for the pensioning of crippled and disabled firemen, and for the relief of the widows and minor children of deceased firemen, by such cities, villages or incorporated towns as may have an organized fire department-said fund to be taken from the municipal revenue of such cities, villages or incorporated towns. (0)

[Const. 1865. Art. 11, Sec. 14, modified. Proviso adopted 1892.]

SEC. 49. State subscriptions prohibited. The genenal assembly shall have no power hereafter to subscribe or authorize the subscription of stock on behalf of the State, in any corporation or association, except for the purpose of securing loans heretofore extended to certain railroad corporations by the state.

[Const. 1865, Art. 11, Sec. 13.]

SEC. 51. Corporation debts, release prohibited.--The general assembly shall have no power to release or extinguish, or authorize the releasing or extinguishing, in whole or in part, the indebtedness, liability or obligation of any corporation or individual to this state, or to any county or other municipal corporation therein.

[New section.]

ARTICLE X.

REVENUE AND TAXATION.

SEC. 21. Corporations -- fees to be paid when incorporated. No corporation, company or association other than those formed for benevolent, religious, scientific or educational purposes, shall be created or organized under the laws of this state, unless the persons named as corporators shall, at or before the filing of the articles of association or incorporation, pay into the state treasury fifty dollars for the first fifty thousand dollars or less of capital stock, and a further sum of five dollars for every additional ten thousand dollars of its capital stock. And no such corporation, company or association shall increase its capital stock without first paying into the treasury five dollars for every ten thousand dollars of increase: Provided, that nothing contained in this section shall be construed to prohibit the general assembly from levying a further tax on the franchises of such corporation. (u)

[New section.]

(0) Legislature cannot authorize townships to subscribe to stock of railroad companies. 67 Mo. 353; 85 Mo. 41; 107 Mo. 464; 58 Mo. 175; 57 Mo. 178; 55 Mo. 497; 44 Mo. 504; 51 Mo. 483, 522. Does not apply where town loans its credit for public school purposes. 144 Mo. 275, 283.

(u) Legislature cannot exempt building associations from incorporation tax. 95 Mo. 193. Educational corporation exempt. 99 Mo. 552; 30 A. 285; 61 A. 407.

ARTICLE XII.

CORPORATIONS.

SEC. 1. Existing charters or grants without validity, when. All existing charters, or grants of special or exclusive privileges, under which a bona fide organization shall not have taken place, and business been commenced in good faith, at the adoption of this constitution, shall thereafter have no validity.

[New section.]

SEC. 2. Not to be created by special laws.--No corporation, after the adoption of this constitution, shall be created by special laws; nor shall any existing charter be extended, changed or amended by special laws, except those for charitable, penal or reformatory purposes, which are under the patronage and control of the state. (d)

[See Const. 1865, Art. 7, Sec. 4.]

SEC. 3. Legislature not to remit forfeited charters.The general assembly shall not remit the forfeiture of the charter of any corporation now existing, or alter or amend such forfeited charter, or pass any other general or special laws for the benefit of such corporation.

[New section.]

SEC. 4. Eminent domain, right of state in corporation property-trial.-The exercise of the power and right of eminent domain shall never be so construed or abridged as to prevent the taking, by the general assembly, of the property and franchises of incorporated companies already organized, or that may be hereafter organized, and subjecting them to the public use, the same as that of individuals. The right of trial by jury shall be held inviolate in all trials of claims for compensation, when in the exercise of said right of eminent domain, any incorporated company shall be interested either for or against the exercise of said right. (e)

[New section.]

SEC. 5. Police power of the state. The exercise of the police power of the state shall never be abridged, or so construed as to permit corporations to conduct their business in such manner as to infringe the equal rights of individuals, or the general well-being of the state. (f)

[New section.]

SEC. 6. Shareholders, number of votes in election of directors. In all elections for directors or managers of any incorporated company, each shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of shares so held by him or her in said company, multiplied by the number of directors or managers to be elected at such election; and each shareholder may (d) 123 Mo. 56.

(e) 125 Mo. 82. Trial by jury. 96 Mo. 611; 103 Mo. 634; 106 Mo. 458, 557; 113 Mo. 132, 390; 118 Mo. 599; 117 Mo.. 138; 119 Mo. 357; 120 Mo. 389; 128 Mo. 75, 272. Condemnationprivate property-judicial proceeding. 110 Mo. 147, 345; 15 A. 152.

(f) 121 Mo. 298.

cast the whole number of votes, either in person or by proxy for one candidate, or distribute such votes among two or more candidates; and such directors or managers shall not be elected in any other man(g)

ner.

[New section.]

SEC. 7. Corporation- business limited by charterpower to hold real estate. No corporation shall engage in business other than that expressly authorized in its charter or the law under which it may have been or hereafter may be organized, nor shall it hold any real estate for any period longer than six years, except such as may be necessary and proper for carrying on, its legitimate business. (h)

[New section.]

SEC. 8. Stock and bonded debt, how issued or increased. No corporation shall issue stock or bonds, except for money paid, labor done or property actually received, and all fictitious increase of stock or indebtedness shall be void. The stock and bonded indebtedness of corporations shall not be increased, except in pursuance of general law, nor without the consent of the persons holding the larger amount in value of the stock first obtained at a meeting called for the purpose, first giving sixty days' public notice, as may be provided by law. (i)

[New section.]

SEC. 9. Stockholders, extent of liability.-Dues from private corporations shall be secured by such means as may be prescribed by law, but in no case shall any stockholder be individually liable in any amount over or above the amount of stock owned by him or her. (j)

[Const. 1865, Art. VII, Sec. 6. Stockholder liable for double amount of his stock.] SEC. 10. Preferred stock, how issued.- No corporation shall issue preferred stock without the consent of all the stockholders. [New section.]

SEC. 11. Corporation defined.-The term corporation, as used in this article, shall be construed to include all joint stock companies or associations having any powers or privileges not possessed by individuals or partnerships. (k)

[New section.]

RAILROADS.

commutation

SEC. 12. Discrimination prohibited tickets. It shall not be lawful in this state for any railway company to charge for freight or passengers a greater amount, for the transportation of the same, for a less distance than the amount charged for any greater distance; and suitable laws shall be passed by the general assembly to enforce this provision; but excursion and commutation tickets may be issued at special rates. (1)

[New section.]

(g) 52 A. 430; 64 A. 225; 78 Mo. 188.

(h) 119 Mo. 9; 125 Mo. 43; 144 Mo. 562; 48 Mo. 37.

(i) 86 Mo. 239; 97 Mo. 617. Labor done on property received. 131 Mo. 620; 113 Mo. 330; 118 Mo. 238. Fictitious stock. 143 Mo. 109.

(j) 65 Mo. 208; 10 A. 499; 8 A. 424.

(k) 128 Mo. 75.

(1) 83 Mo. 454; 94 Mo. 453; 38 A. 191; 101 Mo. 247.