393.927. Board of directors, powers, duties, number, terms of office, procedure.
Board of directors, powers, duties, number, terms of office,procedure.
393.927. 1. The business and affairs of a company shall be managedby a board of not less than five directors, each of whom shall be a memberof the company. The bylaws shall prescribe the number of directors, theirqualifications, other than those provided for in sections 393.900 to393.951, the manner of holding meetings of the board of directors and ofthe election of successors to directors who shall resign, die or otherwisebe incapable of acting. The bylaws may also provide for the removal ofdirectors from office and for the election of their successors. Withoutapproval of the members, directors shall not receive any salaries for theirservices as directors. The bylaws may, however, provide that a fixed feeand expenses of attendance, if any, may be allowed to each director forattendance at each meeting of the board of directors.
2. The directors of a company named in any articles of incorporation,consolidation, merger or conversion, as the case may be, shall hold officeuntil the next following annual meeting of the members or until theirsuccessors shall have been elected and qualified.
3. The bylaws shall provide that the directors shall be divided intothree classes, each class to be as nearly equal in number as possible, withthe term of office of the directors of the first class to expire at thenext succeeding annual meeting, the term of the second class to expire atthe second succeeding annual meeting and the term of the third class toexpire at the third succeeding annual meeting. At each annual meetingafter such classification, a number of directors equal to the number of theclass whose term expires at the time of such meeting shall be elected tohold office until the third succeeding annual meeting.
4. A majority of the board of directors shall constitute a quorum.
5. The board of directors may exercise all of the powers of a companyexcept those conferred upon the members by sections 393.900 to 393.951, itsarticles of incorporation or its bylaws. Nothing in sections 393.900 to393.951 shall be deemed to prohibit a nonprofit water company fromcontracting with any other person or entity for any services needed by thenonprofit water company including, but not limited to, management oroperations services.
(L. 1999 H.B. 450 § 10 merged with S.B. 160 & 82 § 10)