351.268. Shareholder's meeting, adjournment due to lack of quorum--postponement, adjournment defined. - Missouri Statutes

Shareholder's meeting, adjournment due to lack ofquorum--postponement, adjournment defined.

351.268. 1. In addition to the provisions of sections 351.265 and351.267 regarding the adjournment of shareholders meetings at which aquorum is not present, unless the bylaws provide to the contrary, a meetingmay be otherwise successively adjourned to a specified date not longer thanninety days after such adjournment or to another place. Notice need not begiven of the adjourned meeting if the time and place thereof are announcedat the meeting at which the adjournment is taken. At the adjourned meetingthe corporation may transact any business which might have been transactedat the original meeting. If the adjournment is for more than ninety days,or if after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the date and place of the adjourned meeting shall begiven to each shareholder of record entitled to vote at the meeting.

2. A shareholder's meeting may be successively postponed byresolution of the board of directors, unless otherwise provided in thebylaws, to a specified date up to a date ninety days after suchpostponement or to another place, provided notice of the date and place ofthe postponed meeting, which may be by public notice, is given to eachshareholder of record entitled to vote at the meeting.

3. For purposes of this chapter, "adjournment" means a delay in thedate, which may also be combined with a change in the place, of a meetingafter the meeting has been convened; "postponement" means a delay in thedate, which may be combined with a change in the place, of the meetingbefore it has been convened, but after the time and place thereof have beenset forth in a notice delivered or given to shareholders; and public noticeshall be deemed to have been given if a public announcement is made bypress release reported by a national news service or in a publiclyavailable document filed with the United States Securities and ExchangeCommission.

(L. 1996 S.B. 835, A.L. 2001 S.B. 288, A.L. 2003 S.B. 394)