355.361. Vacancy on board.

MISSOURI STATUTES AND CODES

Vacancy on board.

355.361. 1. Unless the articles or bylaws provideotherwise, and except as provided in subsection 2 of this sectionand subsection 3 of this section, if a vacancy occurs on a boardof directors, including a vacancy resulting from an increase inthe number of directors:

(1) The members, if any, may fill the vacancy; if thevacant office was held by a director elected by a class, chapteror other organization unit or by region or other geographicgrouping, only members of the class, chapter, unit or groupingare entitled to vote to fill the vacancy if it is filled by themembers;

(2) The board of directors may fill the vacancy; or

(3) If the directors remaining in office constitute fewerthan a quorum of the board, they may fill the vacancy by theaffirmative vote of a majority of all the directors remaining inoffice.

2. Unless the articles or bylaws provide otherwise, if avacant office was held by an appointed director, only the personwho appointed the director may fill the vacancy.

3. If a vacant office was held by a designated director,the vacancy shall be filled as provided in the articles orbylaws. In the absence of an applicable article or bylawprovision, the vacancy may not be filled by the board.

4. A vacancy that will occur at a specific later date, byreason of a resignation effective at a later date undersubsection 2 of section 355.341 or otherwise, may be filledbefore the vacancy occurs but the new director may not takeoffice until the vacancy occurs.