393.843. Board of directors, powers and duties.

MISSOURI STATUTES AND CODES

393.843. Board of directors, powers and duties.

Board of directors, powers and duties.

393.843. 1. The business and affairs of a company shall be managedby a board of not less than five directors, each of whom shall be a memberof the company. The bylaws shall prescribe the number of directors, theirqualifications, other than those provided for in sections 393.825 to393.861 and section 393.175, the manner of holding meetings of the board ofdirectors and of the election of successors to directors who shall resign,die, or otherwise be incapable of acting. The bylaws may also provide forthe removal of directors from office and for the election of theirsuccessors. Without approval of the members, directors shall not receiveany salaries for their services as directors. The bylaws may, however,provide that a fixed fee and expenses of attendance, if any, may be allowedto each director for attendance at each meeting of the board of directors.

2. The directors of a company named in any articles of incorporation,consolidation, merger or conversion, as the case may be, shall hold officeuntil the next following annual meeting of the members or until theirsuccessors shall have been elected and qualified.

3. The bylaws shall provide that the directors shall be divided intothree classes, each class to be as nearly equal in number as possible, withthe term of office of the directors of the first class to expire at thenext succeeding annual meeting and the term of the second class to expireat the second succeeding annual meeting, and the term of the third class toexpire at the third succeeding annual meeting. At each annual meetingafter such classification a number of directors equal to the number of theclass whose term expires at the time of such meeting shall be elected tohold office until the third succeeding annual meeting.

4. A majority of the board of directors shall constitute a quorum.

5. The board of directors may exercise all of the powers of a companyexcept such as are conferred upon the members by sections 393.825 to393.861 and section 393.175, or its articles of incorporation or bylaws.Nothing in sections 393.825 to 393.861 and section 393.175 shall be deemedto prohibit a nonprofit sewer company from contracting with any otherperson or entity for any services needed by the nonprofit sewer companyincluding, but not limited to, management or operations services.