362.245. Board of directors, qualifications--cumulative voting in electing director permitted when. - Missouri Statutes

Board of directors, qualifications--cumulative voting in electingdirector permitted when.

362.245. 1. The affairs and business of the corporation shall bemanaged by a board of directors, consisting of not less than five nor morethan thirty-five stockholders who shall be elected annually; except, thattrust companies in existence on October 13, 1967, may continue to dividethe directors into three classes of equal number, as near as may be, and toelect one class each year for three-year terms. Notwithstanding anyprovision of this chapter to the contrary, a director who is not astockholder shall have all the rights, privileges, and duties of a directorwho is a stockholder.

2. Each director shall be a citizen of the United States, and atleast a majority of the directors must be residents of this state at thetime of their election and during their continuance in office; provided,however, that if a director actually resides within a radius of one hundredmiles of the banking house of said bank or trust company, even though hisor her residence be in another state adjoining and contiguous to the stateof Missouri, he or she shall for the purposes of this section be consideredas a resident of this state and in the event such director shall be anonresident of the state of Missouri he or she shall upon his or herelection as a director file with the president of the banking house or suchother chief executive office as otherwise permitted by this chapter writtenconsent to service of legal process upon him in his or her capacity as adirector by service of the legal process upon the president as though thesame were personally served upon the director in Missouri.

3. If at a time when not more than a majority of the directors areresidents of this state, any director shall cease to be a resident of thisstate or adjoining state as defined in subsection 2 of this section, he orshe shall forthwith cease to be a director of the bank or trust company andhis or her office shall be vacant.

4. No person shall be a director in any bank or trust company againstwhom such bank or trust company shall hold a judgment.

5. Cumulative voting shall only be permitted at any meeting of themembers or stockholders in electing directors when it is provided for inthe articles of incorporation or bylaws.

(RSMo 1939 § 7958, A.L. 1955 p. 271, A.L. 1961 p. 143, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1988 H.B. 1204, A.L. 1990 H.B. 1788, A.L. 1998 S.B. 852 & 913, A.L. 2000 S.B. 896, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 5363; 1919 § 11746