Section 351.245

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2000   

  351.245.  Shares, how voted — control share acquisition proxies, valid when, requirements, shareholder may authorize another person to act as proxy, procedure — electronic transmission defined. — 1.  Unless otherwise provided in the articles of incorporation, each outstanding share entitled to vote under the provisions of the articles of incorporation shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  If the articles of incorporation provide for more or less than one vote for any share on any matter, every reference in this chapter to a vote by a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

  2.  No person shall vote any shares which at that time belong to the corporation which issued such shares, or which at that time belong to an entity controlled by such corporation.  For this purpose, the corporation controls any entity as to which such corporation either:

  (1)  Directly or indirectly owns a majority, measured by voting power, of the outstanding stock or other equity interests entitled to vote for the directors or managers of such entity; or

  (2)  In the case of a partnership or a member-managed limited liability company, directly or indirectly owns a majority of the equity interests and also is a member or a general partner.  In addition, no such shares shall be counted as outstanding for quorum purposes.  Nothing in this subsection shall be construed as denying or limiting the right of any corporation or entity to vote shares of stock held by it in a fiduciary capacity.

  3.  Unless the articles of incorporation or bylaws provide otherwise, each shareholder in electing directors shall have the right to cast as many votes in the aggregate as shall equal the number of votes held by the shareholder in the corporation, multiplied by the number of directors to be elected at the election, and each shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute them among two or more candidates.

  4.  A shareholder may vote either in person or by proxy.  No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.  Any proxy delivered for or in connection with the shareholder authorization of a control share acquisition pursuant to section 351.407 is valid only if it provides that it is revocable and if it is solicited, appointed, and received both (a) in accordance with all applicable legal requirements and (b) separate and apart from the sale or purchase, contract or tender for sale or purchase, or request or invitation for tender for sale or purchase, of shares of the issuing public corporation.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power of attorney; except that, as provided in this subsection proxies appointed for or in connection with the shareholder authorization of a control share acquisition pursuant to section 351.407 shall be revocable at all times prior to the obtaining of such shareholder authorization, whether or not coupled with an interest.  The interest with which it is coupled need not be an interest in the shares themselves, but it may be such an interest or an interest in the corporation generally.

  5.  Without limiting the manner in which a shareholder may authorize a person to act for the shareholder as proxy pursuant to this section, the following shall constitute a valid means by which a shareholder may grant such authority:

  (1)  A shareholder or the shareholder's duly authorized attorney-in-fact may execute a writing authorizing another person to act for the shareholder as proxy.  Execution may be accomplished by the shareholder or duly authorized attorney-in-fact signing such writing or causing the shareholder's signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature;

  (2)  A shareholder may authorize another person to act for the shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, facsimile or other means of electronic transmission, or by telephone, to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, facsimile or other means of electronic transmission, or telephonic transmission shall either set forth or be submitted with information from which it can be determined that the telegram, cablegram, facsimile or other electronic transmission, or telephonic transmission was authorized by the shareholder.  If it is determined that such telegrams, cablegrams, facsimiles or other electronic transmissions, or telephonic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied.  "Electronic transmission" shall mean any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

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(RSMo 1939 §§ 5004, 5007, A.L. 1943 p. 410 § 31, A.L. 1977 S.B. 115, A.L. 1984 S.B. 409, A.L. 1986 S.B. 565, A.L. 1989 S.B. 141, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 1998 S.B. 680, A.L. 1999 S.B. 278, A.L. 2000 S.B. 896)

Prior revisions: 1929 §§ 4533, 4536; 1919 §§ 9729, 9732; 1909 §§ 2970, 2973

CROSS REFERENCE:

Cumulative voting authorized, alternative methods may be provided by law, exceptions, Const. Art. XI § 6

(1963) Provisions in articles of incorporation of general business corporations providing for the issuance of two classes of common stock, one with voting rights and one without, were not invalid as being in violation of this section or against public policy.  Shapiro v. Tropicana Lanes, Inc. (Mo.), 371 S.W.2d 237.