351.315. Number of directors, how elected, how removed.
Number of directors, how elected, how removed.
351.315. 1. A board of directors shall consist of one or moreindividuals with the number specified or fixed in accordance with thearticles of incorporation or bylaws. Any corporation may elect itsdirectors for one or more years, not to exceed three years, the time ofservice and mode of classification to be provided for by the articles ofincorporation or the bylaws of the corporation; but, there shall be anannual election for such number or proportion of directors as may be foundupon dividing the entire number of directors by the number of yearscomposing a term. At the first annual meeting of shareholders and at eachannual meeting thereafter the shareholders entitled to vote shall electdirectors to hold office until the next succeeding annual meeting, exceptas herein provided. Each director shall hold office for the term for whichhe is elected or until his successor shall have been elected and qualified.
2. The articles of incorporation may confer upon holders of any classor series of stock the right to elect one or more directors who shall servefor such term and shall have such voting powers as shall be stated in thearticles of incorporation. The terms of office and voting powers of thedirectors elected in the manner so provided in the articles ofincorporation may be greater than or less than those of any other directoror class of directors. If the articles of incorporation provide thatdirectors elected by the holders of a class or series of stock shall havemore or less than one vote per director on any matter, every reference inthis chapter to a majority or other proportion of directors shall refer toa majority or other proportion of the votes such directors are entitled tocast.
3. At a meeting called expressly for that purpose, directors may beremoved in the manner provided in this section. Such meeting shall be heldat the registered office or principal business office of the corporation inthis state or in the city or county in this state in which the principalbusiness office of the corporation is located. Unless the articles ofincorporation or the bylaws provide otherwise, one or more directors or theentire board of directors may be removed, with or without cause, by a voteof the holders of a majority of the shares then entitled to vote at anelection of directors. If the articles of incorporation or bylaws providefor cumulative voting in the election of directors, if less than the entireboard is to be removed, no one of the directors may be removed if the votescast against such director's removal would be sufficient to elect suchdirector if then cumulatively voted at an election of the entire board ofdirectors, or, if there be classes of directors, at an election of theclass of directors of which such director is a part. Whenever the holdersof the shares of any class are entitled to elect one or more directors bythe provisions of the articles of incorporation, the provisions of thissection shall apply, in respect of the removal of a director or directorsso elected, to the vote of the holders of the outstanding shares of thatclass 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