355.346. Removal of directors.

MISSOURI STATUTES AND CODES

355.346. Removal of directors.

Removal of directors.

355.346. 1. The members may, without cause, remove one ormore directors elected by them.

2. If a director is elected by a class, chapter or otherorganizational unit, or by region or other geographic grouping,the director may be removed only by the members of that class,chapter, unit or grouping.

3. Except as provided in subsection 9 of this section, adirector may be removed under subsection 1 of this section orsubsection 2 of this section only if the number of votes cast toremove the director would be sufficient to elect the director ata meeting to elect directors.

4. If cumulative voting is authorized, a director may notbe removed if the number of votes, or if the director was electedby a class, chapter, unit or grouping of members, the number ofvotes of that class, chapter, unit or grouping, sufficient toelect the director under cumulative voting is voted against thedirector's removal.

5. A director elected by members may be removed by themembers only at a meeting called for the purpose of removing thedirector and the meeting notice must state that the purpose, orone of the purposes, of the meeting is removal of the director.

6. In computing whether a director is protected fromremoval under subsection 2, 3 or 4 of this section, it should beassumed that the votes against removal are cast in an electionfor the number of directors of the class to which the director tobe removed belonged on the date of that director's election.

7. An entire board of directors may be removed under theprovisions of subsections 1 to 5 of this section.

8. A director elected by the board may be removed withoutcause by the vote of two-thirds of the directors then in officeor such greater number as is set forth in the articles or bylaws;but a director elected by the board to fill the vacancy of adirector elected by the members may be removed without cause bythe members, but not the board.

9. If, at the beginning of a director's term on the board,the articles or bylaws provide that the director may be removedfor missing a specified number of board meetings, the board mayremove the director for failing to attend the specified number ofmeetings. The director may be removed only if a majority of thedirectors then in office vote for the removal.