☰ Revisor of Missouri


Chapter 351

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  351.315.  Number of directors, how elected, how removed. — 1.  A board of directors shall consist of one or more individuals with the number specified or fixed in accordance with the articles of incorporation or bylaws.  Any corporation may elect its directors for one or more years, not to exceed three years, the time of service and mode of classification to be provided for by the articles of incorporation or the bylaws of the corporation; but, there shall be an annual election for such number or proportion of directors as may be found upon dividing the entire number of directors by the number of years composing a term.  At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders entitled to vote shall elect directors to hold office until the next succeeding annual meeting, except as herein provided.  Each director shall hold office for the term for which he is elected or until his successor shall have been elected and qualified.

  2.  The articles of incorporation may confer upon holders of any class or series of stock the right to elect one or more directors who shall serve for such term and shall have such voting powers as shall be stated in the articles of incorporation.  The terms of office and voting powers of the directors elected in the manner so provided in the articles of incorporation may be greater than or less than those of any other director or class of directors.  If the articles of incorporation provide that directors elected by the holders of a class or series of stock shall have more or less than one vote per director on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes such directors are entitled to cast.

  3.  At a meeting called expressly for that purpose, directors may be removed in the manner provided in this section.  Such meeting shall be held at the registered office or principal business office of the corporation in this state or in the city or county in this state in which the principal business office of the corporation is located.  Unless the articles of incorporation or the bylaws provide otherwise, one or more directors or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.  If the articles of incorporation or bylaws provide for cumulative voting in the election of directors, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against such director's removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.  Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of this section shall apply, in respect of the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.


(RSMo 1939 § 5346, A.L. 1943 p. 410 § 37, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115, A.L. 1986 S.B. 565, A.L. 1989 S.B. 141, A.L. 2003 S.B. 394, A.L. 2004 H.B. 1664)

Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347

---- end of effective  28 Aug 2004 ----

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