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SECOND REGULAR SESSION
HOUSE JOINT
RESOLUTION NO. 160
103RD GENERAL ASSEMBL Y
INTRODUCED BY REPRESENT A TIVE DEAN.
6210H.01I JOSEPH ENGLER, Chief Clerk
JOINT RESOLUTION
Submitting to the qualified voters of Missouri an amendment to Article I of the Constitution
of Missouri, by adopting one new section relating to powers of artificial persons.
Be it r esolved by the House of Repr esentatives, the Senate concurring ther ein:
That at the next general election to be held in the state of Missouri, on T uesday next
2 following the first Monday in November , 2026, or at a special election to be called by the
3 governor for that purpose, there is hereby submitted to the qualified voters of this state, for
4 adoption or rejection, the following amendment to Article I of the Constitution of the state of
5 Missouri:
Section A. Article I, Constitution of Missouri, is amended by adopting one new
2 section, to be known as Section 37, to read as follows:
Section 37. 1. As used in this section, the following terms mean:
2 (1) "Artificial person", any entity whose existence or limited-liability shield is
3 conferr ed by Missouri law including, but not limited to:
4 (a) Business corporations;
5 (b) Nonpr ofit corporations;
6 (c) Limited-liability companies; and
7 (d) Unincorporated associations, limited-liability partnerships, statutory trusts,
8 pr ofessional corporations, cooperatives, and any successor organization;
EXPLANA TION — Matter enclosed in bold-faced brackets [thus] in the above bill is not enacted and is
intended to be omitted from the law . Matter in bold-face type in the above bill is proposed language.
9 (2) "Artificial person powers", powers necessary or convenient to carry out
10 lawful business or charitable purposes, excluding any power to dir ectly or indirect ly
11 engage in election activity or ballot issue activity;
12 (3) "Ballot issue activity", paying, contributing, or expending money or anything
13 of value to support or oppose a ballot question or initiative;
14 (4) "Charter privilege", any benefit to artificial persons that exists only because
15 the state of Missouri confers it including, but not limited to, limited liability , perpetual
16 duration, succession in its corporate name, and tax cr edits and abatements;
17 (5) "Election activity", paying, contributing, or expending money or anything of
18 value to support or oppose a candidate, political party , or political committee. Election
19 activity and ballot issue activity do not include any bona fide news story , commentary ,
20 or editorial distributed thr ough the facilities of any br oadcasting station, or of any print,
21 online, or digital newspaper , magazine, blog, or other periodical publication, unless such
22 br oadcasting, print, online, or digital facilities are owned or control led by a political
23 party , political committee, or candidate;
24 (6) "For eign entity", any entity organized or existing under the laws of any
25 jurisdiction other than the state of Missouri.
26 2. Artificial persons exist only by grant of the state and shall have no powers or
27 privileges except those this constitution expr essly pro vides.
28 3. (1) The general assembly may by statute cr eate artificial persons consistent
29 with subsection 2 of this section.
30 (2) The powers of artificial persons shall not include election activity or ballot
31 issue activity . This section revoke s all artificial persons' powers and grants only those
32 powers that the people deem necessary or convenient to carry out an artificial person's
33 lawful business or charitable purposes, as described in this section. Powers relat ed to
34 election activity or ballot issue activity shall not be deemed necessary or convenient for
35 those purposes.
36 4. The cr eation and continued existence of an artificial person is not a right but a
37 conditional grant of legal status by the state and rem ains subject to complete
38 withdrawal at any time. All powers pr eviously granted to any artificial person under
39 Missouri law are revo ked in their entire ty . No artificial person operating under the
40 jurisdiction of this state shall possess any power unless specifically granted by this
41 constitution. No pr ovision of this constitution grants or reco gnizes any power of an
42 artificial person to engage in election activity or ballot issue activity , except as pr ovided
43 in subdivision (3) of subsection 6 of this section.
44 5. Nothing in subsection 4 of this section shall be construed to invalidate, impair ,
45 or modify any existing contract, debt instrument, security , or other legal obligation
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46 validly enter ed into before December 3, 2026; provi ded, however , that nothing here in
47 authorizes any artificial person to engage in election activity or ballot issue activity after
48 December 3, 2026. Nothing in subsection 4 of this section shall be construed to impair
49 the continued existence or legal personhood of any artificial person, or to affect any
50 artificial person's power to take any action necessary to wind up and liquidate its
51 business and affairs.
52 6. (1) Each artificial person possesses the powers defined in subdivision (2) of
53 subsection 1 of this section, unless its organizational documents limit the exer cise of such
54 powers, and no powers beyond those expres sly granted. No provision of this
55 constitution grants or recogn izes any power of an artificial person to engage in
56 election activity or ballot issue activity , except as pr ovided in subdivision (3) of this
57 subsection. The reau thorization of powers under this subsection shall take legal effect
58 simultaneously with the r evocation under subsection 4 of this section.
59 (2) Any language in articles of incorporation, organization, association, or other
60 organizational documents purporting to direc tly or indir ectly confer election activity
61 authority or ballot issue activity authority to artificial persons is void.
62 (3) Political committees reg istered under Missouri or federal law are entities
63 cr eated for the purpose of engaging in election activity and ballot issue activity . Such
64 committees may be granted the power to engage in those activities pro vided that they
65 exist solely for that purpose and claim no charter privilege other than limited liability .
66 This constitution does not grant any other artificial person the power to engage in
67 election activity or ballot issue activity .
68 (4) No charter privilege shall be construed to authorize election activity or ballot
69 issue activity . An artificial person that exer cises election activity authority or ballot
70 issue activity authority , unless expr essly permitted to do so under subdivision (3) of this
71 section, initially forfeits all charter privileges as a matter of law . The legislature shall,
72 during its first regu lar session following December 3, 2026, enact pr ocedur es that allow
73 r einstatement upon full disgorgement, certification of compliance, and payment of civil
74 penalties.
75 7. Any election activity or ballot issue activity conducted by an artificial person
76 is ultra vir es and void. Such conduct res ults in the forfeitur e of charter privileges as
77 pr ovided in subdivision (4) of subsection 6 of this section and shall also be subject to civil
78 action by a member , shareho lder , or the attorney general for injunctive relief,
79 disgorgement, and confirmation or enforcem ent of the forfeitur e. The legislatur e shall,
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80 during its first regul ar session following December 3, 2026, enact pr ocedur es for such
81 civil actions.
✔
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