351.320. Board vacancy, how filled. - Missouri Statutes

Board vacancy, how filled.

351.320. 1. Unless otherwise provided in the articles ofincorporation or bylaws of the corporation, vacancies on the board andnewly created directorships resulting from any increase in the number ofdirectors to constitute the board of directors may be filled by a majorityof the directors then in office, although less than a quorum, or by a soleremaining director, until the next election of directors by theshareholders of the corporation; except that, if shareholders electdirectors by class pursuant to section 351.315, a director elected by theboard pursuant to this section to fill a vacancy or to a newly createddirectorship need not be presented for election by shareholders until theclass to which the director has been so elected by the board is presentedfor election by the shareholders.

2. Whenever the holders of any class or classes of stock or seriesthereof are entitled to elect one or more directors by the articles ofincorporation, vacancies and newly created directorships with respect tosuch class or classes or series may be filled by a majority of thedirectors elected by such class or classes or series thereof then inoffice.

(RSMo 1939 § 5346, A.L. 1943 p. 410 § 38, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2003 S.B. 394)

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