The Boardroom

What Does an HOA Board Actually Have to Do Legally in Missouri?

Missouri has no HOA act. Here is what an HOA board must legally do under the Nonprofit Corporation Act and RSMo 442.404, each duty linked to its statute.

Justin · 15 min read · October 26, 2026

A volunteer HOA treasurer sitting on her living-room rug on an autumn evening, open binders around her and a laptop on the coffee table, rubbing her forehead

The Rebel Answer

Missouri has no general HOA act, so what an HOA board has to do legally comes from three places: its declaration and bylaws, the Missouri Nonprofit Corporation Act (RSMo chapter 355) if the association is incorporated under it, and RSMo 442.404, which reaches incorporated and unincorporated HOAs alike. Under chapter 355 a board of at least three holds an annual members' meeting with fair notice (10 to 60 days ahead is the statute's safe harbor), calls a special meeting when 5 percent of the voting power demands one, keeps permanent minutes, opens its records to members on five business days' written notice, and files a corporate registration report by August 31. Under RSMo 442.404, a covenant cannot ban political signs, for-sale signs, rooftop solar panels or, since August 28, 2024, up to six chickens on a lot of two-tenths of an acre or more.

A new treasurer in a subdivision outside Springfield gets the speech at her first meeting. Missouri's HOA law, a neighbor says, requires a reserve study every year, an outside audit, and open board meetings. She spends a weekend looking for that law. She never finds it, because Missouri does not have a general HOA act at all.

What Missouri does have is shorter, and easier to miss. If your association is a Missouri nonprofit corporation, the Nonprofit Corporation Act gives it real duties: an annual meeting, notice on a set window, records an owner can inspect, and a report due to the Secretary of State by August 31. Skip that report long enough and the state can start dissolving the corporation your community runs through. Here is the list, each duty linked to the statute on the Missouri Revisor of Statutes' own site.

The short answer

Missouri has no general HOA act, so what an HOA board has to do legally comes from three places: its declaration and bylaws, the Missouri Nonprofit Corporation Act (RSMo chapter 355) if the association is incorporated under it, and RSMo 442.404, which reaches incorporated and unincorporated HOAs alike.

The core duties under chapter 355: a board of at least three, an annual members' meeting with fair notice (10 to 60 days ahead is the statute's safe harbor), a special meeting when 5 percent of the voting power demands one, permanent minutes, records open to members on five business days' written notice, and a corporate registration report filed by August 31.

What a covenant cannot ban: political signs, for-sale signs, rooftop solar panels, and, since August 28, 2024, up to six chickens on a lot of two-tenths of an acre or more.

Last reviewed: October 26, 2026

Which law governs: your documents, chapter 355, and section 442.404

Missouri has no general homeowners' association act. A bill to create one has been filed: Senate Bill 481 in 2025 would have added a "Missouri Homeowners' Association Act" to chapter 442 as sections 442.621 to 442.646 (SB 481, Missouri Senate). Chapter 442 as the Revisor publishes it contains no such sections. So a board's duties come from three places.

Your declaration and bylaws. For most of what boards argue about (budgets, fines, liens, architectural approval), these are the rulebook.
The Missouri Nonprofit Corporation Act, RSMo chapter 355, if the association is incorporated under it (RSMo 355.020). Its member-meeting sections apply to every corporation with two or more members who are natural persons (RSMo 355.229). Many of its rules start with "unless the articles or bylaws provide otherwise," and this page says so where they do.
RSMo 442.404, which reaches every homeowners' association as it defines one (a nonprofit corporation or unincorporated association of homeowners created under a declaration, with the power to assess), and expressly leaves out condominium associations and residential cooperatives (RSMo 442.404).

The first job: pull your articles of incorporation and check whether the association is a Missouri nonprofit corporation. If your documents call it a condominium, chapter 448 is your law and this page is not your list. If the association was never incorporated, duties 1 to 10 below come only from your own documents, and section 442.404 (duty 11) still applies.

Brick ranch houses along a curving Missouri subdivision street in autumn, orange oak trees and a small common pond with a bench

The eleven things the law actually requires

1. Seat a real board, with real officers. Every corporation has a board of directors, and all corporate powers are exercised by or under its authority (RSMo 355.316). Directors must be natural persons, and there must be at least three (RSMo 355.321). If the articles or bylaws name no term, each director serves one year; no elected term may exceed six years, and a director whose term ends keeps serving until a successor takes office (RSMo 355.331). Unless your documents say otherwise, the corporation has a president or chair, a secretary and a treasurer, and one officer is responsible for preparing the minutes (RSMo 355.431).

Members may remove a director they elected without cause, but only at a meeting whose notice says removal is one of its purposes (RSMo 355.346).

2. Hold an annual members' meeting, and report on the money there. A corporation with members holds a membership meeting every year, at a time set by the bylaws. At it, the president and the chief financial officer report on the corporation's activities and financial condition (RSMo 355.231).

Skipping it has a consequence. If the annual meeting is not held within the earlier of six months after the fiscal year ends or 15 months after the last one, any member may ask the circuit court to order a meeting, and the court may order the corporation to pay that member's costs, including reasonable counsel fees (RSMo 355.241).

15 months after the last annual meeting (or six months after year end, if sooner), any member can ask a Missouri court to order one, and the court may make the association pay that member's costs and counsel fees. — RSMo 355.241

Neighbors on folding chairs in a library community room in the evening, a board member standing at the front holding a few pages

3. Give notice on the statute's window. Notice of a members' meeting must be given consistent with the bylaws and "in a fair and reasonable manner" (RSMo 355.251). Notice is fair and reasonable if it gives the place, date and time no fewer than 10 days before the meeting (30 days if it is mailed by other than first-class or registered mail) and no more than 60 days before. A special meeting's notice describes what it is called for, and only those matters can be taken up at it (RSMo 355.251(3); RSMo 355.236(5)).

One rule boards rarely know: if a person entitled to call a special meeting asks in writing, and the request reaches the secretary or president at least 10 days before notice goes out, the notice must include the matter a member intends to raise (RSMo 355.251(5)).

4. Call a special meeting when 5 percent of the voting power asks. The corporation must hold a special meeting when the holders of at least 5 percent of the voting power sign, date and deliver written demands to any corporate officer describing its purpose. If notice is not given within 30 days after the demand is delivered, a person who signed it may set the time and place and give the notice (RSMo 355.236).

5% of the voting power is enough to force a special meeting of a Missouri nonprofit HOA. — RSMo 355.236(1)(2)

Two neighbors on a shaded subdivision sidewalk on a summer evening, one holding a dog on a leash and handing the other a folded sheet and a pen

5. Count the votes the way the statute counts them. Unless the act, the articles or the bylaws set a different number, 10 percent of the votes entitled to be cast must be represented to make a quorum. Unless one-third or more of the voting power is present in person or by proxy, an annual meeting can vote only on matters described in its notice (RSMo 355.281). With a quorum present, a matter passes with a majority of the votes represented and voting, as long as those yes votes are also a majority of the required quorum, unless your documents demand more (RSMo 355.286; RSMo 355.066(1)).

Proxies: unless your documents prohibit them, a proxy is valid for 11 months unless the form says otherwise, and never more than three years (RSMo 355.291).
Written ballots: unless your documents prohibit them, any member vote can be taken by written ballot. The solicitation must state the responses needed for a quorum, the percentage needed to approve, and the deadline (RSMo 355.266).
Written consent: members holding at least 80 percent of the voting power can act without any meeting (RSMo 355.246).
The member list: after setting a record date, the corporation prepares an alphabetical list of the members entitled to vote, open to members from two business days after notice through the meeting (RSMo 355.271).

In Missouri, a tenth of the votes can make a quorum, and five percent of them can call the meeting.

6. Run board meetings with a real quorum. Unless the act or your documents say otherwise, a board quorum is a majority of the directors in office, and the documents can never set it below the greater of one-third of the directors or two (RSMo 355.401). Regular board meetings need no notice unless your documents require it; special board meetings need at least two days' notice to each director of the date, time, place and purpose (RSMo 355.386). Unless your documents say otherwise, directors may meet by phone or video if all of them can hear each other at once (RSMo 355.376).

A decision between meetings needs every director. Unless your articles or bylaws provide otherwise, action without a meeting is allowed only if all members of the board take it, in signed written consents kept with the minutes (RSMo 355.381).

Three board members on bleachers beside a youth baseball field at dusk, the last of them signing a sheet on a clipboard

Can an HOA Board Vote by Email? Only If Every Director Signs

7. Know how a director's conflict of interest gets approved. A conflict of interest transaction is one in which a director has a material interest (RSMo 355.416). It cannot be voided, or used to hold a noncompensated director liable, if it was not unfair to the corporation when made or was approved the way the statute sets out (RSMo 355.416(1)). In a mutual benefit corporation (your articles, or for a corporation that existed on July 1, 1995 the statute's designation, say which type yours is: RSMo 355.066(23), RSMo 355.881), the transaction may be approved when the material facts and the director's interest are disclosed and the board, a board committee, or the members authorize, approve or ratify it. A board approval takes a majority of the directors with no interest in it, and never a single director (RSMo 355.416(3), (4)).

A board member at a folding table in a small clubhouse room raising his hand while other directors look up from their papers

8. Keep the records. The corporation keeps permanent minutes of every members' and board meeting, a record of actions taken without a meeting, appropriate accounting records, and a membership list that can produce names, addresses and votes (RSMo 355.821). At its principal office it keeps copies of (RSMo 355.821(5)):

its articles and bylaws;
the members' minutes and approved actions for the past three years;
every written communication to members for the past three years, including the financial statements furnished under RSMo 355.846;
the current directors' and officers' names and addresses;
its latest corporate registration report;
appropriate financial statements of all income and expenses.

9. Open the records, and the financial statements, when a member asks. A member who gives written notice at least five business days ahead may inspect and copy the corporation's records at a reasonable time and place the corporation chooses (RSMo 355.826). The statute conditions that right on the member describing with reasonable particularity the purpose and the records wanted, and on the records being directly connected with that purpose (RSMo 355.826(3)). The corporation may charge for copies, but no more than the estimated cost of producing them (RSMo 355.831(3)). If it refuses and a court orders the inspection, the court orders the corporation to pay the member's costs and reasonable counsel fees unless it proves it refused for good cause (RSMo 355.836(3)).

On a member's written demand, the corporation also furnishes its latest annual financial statements: a balance sheet at year end and a statement of operations for the year. If no CPA reported on them, they come with a statement from the president or the person keeping the books about the basis they were prepared on (RSMo 355.846).

5 business days of written notice is what a Missouri member owes the association before inspecting and copying its records. — RSMo 355.826

A homeowner and a board secretary at a folding table in a clubhouse side room, the homeowner reading a copied page with her glasses pushed up

10. File the registration report by August 31. Every Missouri nonprofit corporation files a corporate registration report with the Secretary of State naming its registered agent and office, principal office, and directors and principal officers. After the first one, it is due by August 31 each year, unless the corporation has chosen to file every two years (RSMo 355.856(3); RSMo 355.857). A late report is not accepted without a $15 fee, and failing to file is grounds for administrative dissolution (RSMo 355.856(3)). The Secretary of State may begin that proceeding when the report is more than 90 days overdue (RSMo 355.706(2)).

A missed registration report, in the order the statutes set it.

Aug 31: The report is due

Late: Accepted only with a $15 fee

90 days: Grounds for administrative dissolution

A board treasurer typing on a laptop at a table on a hot late-summer evening, a box fan running and a glass of iced tea beside her

11. Respect the four things a covenant cannot ban. Section 442.404 overrides any deed restriction, covenant or similar binding agreement running with the land on four subjects (RSMo 442.404).

A roofer kneeling on a brick ranch house roof fastening a solar panel on a clear morning while the homeowner watches from the driveway

Political signs. No covenant may prohibit them (the statute means fixed, ground-mounted displays for or against a candidate or ballot measure). The association may adopt reasonable rules on time, size, place, number and manner. It may remove one without liability if it sits on common ground, threatens public health or safety, breaks a statute or ordinance, plays sound or music, or has other materials attached. Otherwise, it may not remove one from a homeowner's property or fine the owner until three days after written notice that identifies the rule and the violation (RSMo 442.404.2).
For-sale signs. The same shape, with three business days after the owner receives written notice (RSMo 442.404.4).
Rooftop solar. No covenant may limit or prohibit panels on a rooftop the owner owns, controls and maintains. Placement rules are allowed only if they do not prevent the installation, impair or restrict the device, or hurt its cost or efficiency (RSMo 442.404.3). The Revisor's annotation to the section cites the Missouri Supreme Court's decision in Eikmeier v. Granite Springs Home Owners Association, Inc., 727 S.W.3d 432: the rule reaches covenants that existed before the statute.
Chickens. Since August 28, 2024, no covenant may prohibit up to six chickens, or a single coop built for up to six, on a lot of two-tenths of an acre or larger. The association may still restrict or ban roosters (RSMo 442.404.5).

6 chickens on a lot of two-tenths of an acre or more is what a Missouri covenant can no longer ban; roosters can still be restricted. — RSMo 442.404.5

A homeowner kneeling beside a small wooden backyard chicken coop on a spring morning, three hens pecking in the grass

What the law does not require

A reserve study, a budget vote, or an audit. Missouri has no general HOA act, and chapter 355 asks for appropriate accounting records, a report on the financial condition at the annual meeting, and annual financial statements furnished on demand (RSMo 355.821, 355.231, 355.846), not a reserve study or an audit. If your community owes owners a reserve study or an audit, your declaration or bylaws say so.
Open board meetings. Neither chapter 355 nor section 442.404 opens board meetings to owners. Whether owners may attend is up to your bylaws.
A statutory lien or fine procedure. Outside the sign rules in section 442.404, neither chapter 355 nor chapter 442 sets how a non-condominium HOA fines an owner or liens a lot. That power, and its steps, live in your declaration.
A transfer fee written into a covenant. A covenant recorded on or after September 1, 2008 that requires a fee to the declarant or another named person when a home changes hands does not run with the land, and any lien securing it is void (RSMo 442.558).
Honoring a discriminatory covenant. Recorded covenants relating to race, color, religion or national origin are void and are ignored as if they never existed; an owner can record a certificate of release (RSMo 442.403).
A management company. Nothing in chapter 355 requires one. The board manages the corporation's affairs (RSMo 355.316).

What this means for a self-led board

Missouri asks little of a volunteer board in statute, which means your own documents carry almost everything. Read them first. Then put the state's few hard dates on one calendar: the annual meeting (and the 15-month line behind it), the 10-to-60-day notice window, the five-business-day records clock, and August 31 for the registration report.

Two habits cover most of the rest: keep the minutes and the financial statements where a member can see them, and answer a sign, solar or chicken question with the statute in front of you, not the 1990s covenant.

The bottom line Missouri has no general HOA act. If you are a nonprofit corporation, chapter 355 gives you a meeting, a notice window, open records and an August 31 filing; section 442.404 tells you four things your covenants can no longer ban.

Frequently asked questions

Does Missouri have an HOA law? Not a general homeowners' association act. A Missouri HOA's duties come from its declaration and bylaws, the Missouri Nonprofit Corporation Act (RSMo chapter 355) if it is incorporated under it, and RSMo 442.404, which reaches incorporated and unincorporated HOAs alike. Condominiums follow chapter 448.

Does the Nonprofit Corporation Act apply to my HOA? Only if the association is incorporated under it (RSMo 355.020). Check your articles of incorporation. If it is, the member-meeting sections apply when it has two or more members who are natural persons (RSMo 355.229). If it was never incorporated, your declaration and bylaws carry those duties instead, and RSMo 442.404 still applies.

What is the quorum for a Missouri HOA members' meeting? For a nonprofit corporation, 10 percent of the votes entitled to be cast, unless the articles or bylaws set a different number (RSMo 355.281).

Can a Missouri HOA ban chickens or solar panels? Not entirely. A covenant cannot prohibit up to six chickens on a lot of two-tenths of an acre or more (roosters can still be restricted), and cannot limit or prohibit rooftop solar panels on a roof the owner controls, though reasonable placement rules are allowed (RSMo 442.404).

This is a plain-language guide, not legal advice. Your governing documents and an attorney licensed in Missouri have the final word.

Sources:

Revised Statutes of Missouri, chapter 355, the Missouri Nonprofit Corporation Act, as published by the Missouri Revisor of Statutes: revisor.mo.gov, RSMo chapter 355
RSMo 442.403, 442.404 and 442.558, as published by the Missouri Revisor of Statutes: revisor.mo.gov, RSMo chapter 442
Senate Bill 481 (2025), a proposed Missouri Homeowners' Association Act: senate.mo.gov, SB 481 as introduced

Key takeaways

Missouri has no general HOA act: duties come from the declaration and bylaws, RSMo chapter 355 if the association is incorporated under it, and RSMo 442.404 (RSMo 355.020, 442.404).
A board of at least three directors, one-year terms if the documents are silent, and a president, secretary and treasurer (RSMo 355.321, 355.331, 355.431).
Hold an annual members' meeting where the president and chief financial officer report; skip it past 15 months (or six months after year end) and a member can ask a court to order one (RSMo 355.231, 355.241).
Notice 10 to 60 days ahead is the statute's safe harbor (30 if not mailed first-class or registered) (RSMo 355.251).
Holders of 5 percent of the voting power can demand a special meeting; the default quorum is 10 percent of the votes (RSMo 355.236, 355.281).
A board acts between meetings only by the signed written consent of every director, unless the documents provide otherwise (RSMo 355.381).
Keep permanent minutes and open records to members on five business days' written notice, copies at cost (RSMo 355.821, 355.826, 355.831).
File the corporate registration report by August 31; more than 90 days late is grounds for administrative dissolution (RSMo 355.856, 355.706).
A covenant cannot ban political signs, for-sale signs, rooftop solar or up to six chickens on a lot of 0.2 acre or more (RSMo 442.404).

What this means for your board

For a self-led Missouri board, the state's statute is short and your own documents carry almost everything, so read them first. Then put the few hard dates on one calendar: the annual meeting (and the 15-month line behind it), the 10-to-60-day notice window, the five-business-day records clock, and August 31 for the registration report. Answer any sign, solar or chicken request with RSMo 442.404 in front of you, not the old covenant. None of it needs a manager; it needs one place where the dates, minutes and records live.