362.063. Power to close transfer books. - Missouri Statutes

Power to close transfer books.

362.063. The board of directors may close the transfer booksof any bank or trust company for a period not exceeding fiftydays preceding the date of any meeting of stockholders or thedate of payment of any dividend or the date for the allotment ofrights or the date when any change or conversion or exchange ofshares shall go into effect; provided, however, that in lieu ofclosing the stock transfer books as aforesaid, unless prohibitedby the bylaws the board of directors may fix in advance a date,not exceeding fifty days preceding the date of any meeting ofstockholders, or the date for the payment of any dividend, or thedate for the allotment of rights, or the date when any change orconversion or exchange of shares shall go into effect, as arecord date for the determination* of the stockholders entitled tonotice of, and to vote at, any meeting, and any adjournmentthereof, or entitled to receive payment of any dividend, orentitled to any allotment of rights, or entitled to exercise therights in respect of any change, conversion or exchange ofshares. In such cases such stockholders and only suchstockholders as shall be stockholders of record on the date ofclosing the transfer books or on the record date so fixed shallbe entitled to notice of, and to vote at, the meeting, and anyadjournment thereof, or to receive payment of the dividend, or toreceive the allotment of rights, or to exercise such rights, asthe case may be, notwithstanding any transfer of any shares onthe books of the corporation after the date of closing of thetransfer books or the record date fixed as aforesaid. If theboard of directors does not close the transfer books or set arecord date of termination of the stockholders entitled to noticeof, and to vote at, a meeting of stockholders, only thestockholders of record at the close of business on the twentiethday preceding the date of the meeting shall be entitled to noticeof, and to vote at, the meeting, and any adjournment thereof;except that if prior to the meeting written waivers of notice ofthe meeting are signed and delivered to the corporation by all ofthe stockholders of record at the time the meeting is convened,only the stockholders of record at the time the meeting isconvened shall be entitled to vote at the meeting, and anyadjournment thereof.

(L. 1967 p. 445)

*Word "termination" appears in original rolls.