Search “Bylaws,” “1998,” “Lot 63,” “Savannah Place,” “355.826,” “developer vs. board,” or “Van Deusen.”
Read the Charleston Place Declaration, Bylaws, recorded amendments, relevant Missouri statutes, and selected Missouri court decisions from one organized repository.
The original Declaration of Covenants, Conditions, and Restrictions establishing the subdivision's property restrictions, Architectural Control Committee provisions, assessments, enforcement terms, and amendment procedures.
Association governance provisions covering member meetings, notice, quorum, proxies, Board selection, officers, duties, committees, books and records, and related procedures.
Amendment addressing a possible pool and clubhouse, the purpose and maximum amount of annual assessments, and assessments for capital improvements.
Amendment addressing townhouse definitions, occupancy, restricted lots, sidewalks, garages, setbacks, townhouse association powers, maintenance, and owner consent.
Amendment concerning Board eligibility, undeveloped Developer-owned lots, Rules and Regulations, leasing, retaining walls, additional structures, and grass clippings.
Recorded amendment introducing regulations for fence heights and setbacks, poultry coops, garage door openings, solar panel placement, and home business registration.
Plain-English summaries and source links concerning nonprofit-corporation governance, Association records, member inspection rights, visible property improvements, and Missouri decisions involving restrictive covenants. These summaries are educational and do not replace the complete statutory text, court opinion, or advice from a Missouri attorney.
This section addresses transactions between a nonprofit corporation and a director who has a material interest in the transaction. It explains when a conflict-of-interest transaction is not voidable or a basis for liability, including circumstances involving disclosure, approval by directors or members who are entitled to vote on the matter, or a showing that the transaction was not unfair to the corporation.
Missouri nonprofit corporations must keep permanent minutes of member and Board meetings, records of actions taken without a meeting, authorized Board-committee actions, appropriate accounting records, and membership records. The statute also requires specified records to be kept at the corporation's principal office, including governing documents, certain member records and communications, current director and officer names and addresses, the most recent corporate registration report, and appropriate statements of income and expenses.
This section provides qualifying members—and certain residents described by the statute—with rights to inspect and copy corporate records at a reasonable time and location specified by the corporation. The statute generally requires written notice or demand at least five business days before the requested inspection date. For records subject to the statute's purpose requirements, the requester must describe with reasonable particularity both the purpose and the records requested, and the records must be directly connected with that purpose.
This section explains how the inspection right works. A member's or qualifying resident's attorney or agent has the same inspection and copying rights as the person represented. When reasonable, the right to copy includes receiving photographic, zerographic, or other copies. The corporation may charge a reasonable amount for labor and materials, but the charge may not exceed the estimated cost of producing or reproducing the records.
If a corporation does not permit inspection after the requester satisfies the applicable requirements of RSMo §355.826, this section provides a procedure for asking the circuit court to order inspection and copying. For certain records, the statute directs the court to handle the application on an expedited basis. If inspection is ordered, the court must also award the requester's costs, including reasonable counsel fees, unless the corporation proves that its refusal was for good cause. The court may also impose reasonable restrictions on use or distribution of the records.
This statute establishes a two-year limitations period for an action alleging breach of a land-use covenant when the claimed violation results from the size, height, cost, or location of a building or other visible improvement, including an action seeking removal of the improvement. For purposes of this section, the right of action is deemed to accrue immediately upon completion of the building or visible improvement. The statute also states that disability or lack of knowledge does not suspend that two-year period.
Arbors upheld a covenant amendment where the party exercising the voting power actually held the percentage required by the indenture, gave notice, allowed discussion, and followed the express amendment procedure. The Court distinguished Rocky Ridge because there was no subterfuge or artificial manipulation of lot ownership to manufacture the required voting percentage. The decision also explains that the implied covenant of good faith cannot be used to contradict an express contractual amendment right that was exercised in accordance with the governing instrument.
Rocky Ridge invalidated an amendment where the developer created a large number of additional paper lots on land it already owned in order to manufacture the voting percentage needed to amend the restrictions without the other owners' votes. Later, the Missouri Supreme Court in Arbors described that maneuver as a voting sham and contrasted it with a good-faith exercise of an amendment procedure that was actually satisfied.
Clayton Terrace is the leading modern Missouri Supreme Court decision on the meaning of broad covenant amendment language. The Court held that, unless context shows otherwise, the ordinary meaning of “amend” permits substantive changes and additions when the governing instrument unambiguously grants that power. It rejected a blanket rule that every new restriction requires unanimous owner consent and expressly stated that Jones, Webb, Bumm, and similar cases were decided in error to the extent they adopted an abnormally narrow interpretation of “amend.”
The decision still requires courts to examine the exact language of the particular declaration, who possesses the amendment power, any express limitations, and whether the applicable procedure was followed.
Millstone addresses whether reserved Developer rights were transferred from one owner to another. The Missouri Supreme Court explained that Developer rights are personal rights and do not transfer merely because title to subdivision land changes hands. The holder must manifest an intent to transfer the Developer rights, and the recipient must manifest an intent to receive them.
A deed's general habendum language may be insufficient by itself, but it can be evidence of intent. Millstone held that the totality of the circumstances may establish a valid transfer when the documents and surrounding conduct together demonstrate the necessary intent. The case is therefore important when determining whether a later person or entity actually succeeded to reserved Developer powers under a declaration.
Missouri courts begin with the actual language of the recorded governing instrument. Clayton Terrace supplies the modern rule for broad amendment language; Arbors shows that an express amendment procedure can be upheld when it is actually followed without subterfuge; Rocky Ridge illustrates that manipulation of the amendment process can invalidate an attempted amendment; and Millstone explains how courts determine whether reserved Developer rights were actually transferred.
These summaries are educational. Before relying on a case in a legal proceeding, review the complete opinion, later history, the governing documents at issue, and current Missouri law.
Select any document above to display the complete PDF inside this page.
Swipe vertically to read every page. When zoomed in, swipe horizontally to move across a page. Use “Open Full Screen” above if your device blocks the on-page reader.
Desktop browsers use the built-in PDF viewer. Tablets and phones use the multi-page reader above so the complete document can be scrolled on screen. The full-screen and download controls remain available on every device.