355.261. Manner of determining member's eligibility to notice, vote. - Missouri Statutes

Manner of determining member's eligibility to notice, vote.

355.261. 1. The bylaws of a corporation may fix or providethe manner of fixing a date as the record date for determiningthe members entitled to notice of a members' meeting. If thebylaws do not fix or provide for fixing such a record date, theboard may fix a future date as such a record date. If no suchrecord date is fixed, members at the close of business on thebusiness day preceding the day on which notice is given, or ifnotice is waived, at the close of business on the business daypreceding the day on which the meeting is held are entitled tonotice of the meeting.

2. The bylaws of a corporation may fix or provide themanner of fixing a date as the record date for determining themembers entitled to vote at a members' meeting. If the bylaws donot fix or provide for fixing such a record date, the board mayfix a future date as such a record date. If no such record dateis fixed, members on the date of the meeting who are otherwiseeligible to vote are entitled to vote at the meeting.

3. The bylaws may fix or provide the manner for determininga date as the record date for the purpose of determining themembers entitled to exercise any rights in respect of any otherlawful action. If the bylaws do not fix or provide for fixingsuch a record date, the board may fix in advance such a recorddate. If no such record date is fixed, members at the close ofbusiness on the day on which the board adopts the resolutionrelating thereto, or the sixtieth day prior to the date of suchother action, whichever is later, are entitled to exercise suchrights.

4. A record date fixed under this section may not be morethan seventy days before the meeting or action requiring adetermination of members occurs.

5. A determination of members entitled to notice of or tovote at a membership meeting is effective for any adjournment ofthe meeting unless the board fixed a new date for determining theright to notice or the right to vote, which it must do if themeeting is adjourned to a date more than seventy days after therecord date for determining members entitled to notice of theoriginal meeting.

6. If a court orders a meeting adjourned to a date morethan one hundred twenty days after the date fixed for theoriginal meeting, it may provide that the original record datefor notice or voting continues in effect or it may fix a newrecord date for notice or voting.

(L. 1994 H.B. 1095)

Effective 7-1-95