Effective – 28 Aug 1975 351.310. Board of directors, powers, qualifications, compensation. — The property and business of a corporation shall be controlled and managed by a board of directors. Qualifications of directors may be prescribed in the articles of incorporation, or in the bylaws. The compensation of the directors may be set by the […]
Effective – 28 Aug 2004 351.315. Number of directors, how elected, how removed. — 1. A board of directors shall consist of one or more individuals with the number specified or fixed in accordance with the articles of incorporation or bylaws. Any corporation may elect its directors for one or more years, not to exceed […]
Effective – 28 Aug 1983 351.317. Directors of corporations, removal of, when, how. — Any director of the corporation may be removed for cause by action of a majority of the entire board of directors if the director to be removed shall, at the time of removal, fail to meet the qualifications stated in the […]
Effective – 28 Aug 2003 351.320. Board vacancy, how filled. — 1. Unless otherwise provided in the articles of incorporation or bylaws of the corporation, vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the board of directors may be filled by a majority of […]
Effective – 28 Aug 1999 351.323. Provisional director appointed by court, when — qualifications, compensation, powers, removal. — 1. If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so […]
Effective – 28 Aug 1979 351.325. Board, quorum. — A majority of the full board of directors shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a […]
Effective – 28 Aug 1998 351.327. Financial interest of corporate officers, effect on contracts with corporations — directors setting their own compensation not a conflict of interest, exception. — 1. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, […]
Effective – 28 Aug 1983 351.330. Two or more directors shall constitute committee, when. — If the bylaws so provide, the board of directors, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute a committee. Each such committee, to the extent provided in the resolution or […]
Effective – 28 Aug 1975 351.335. Board meetings, where and how held. — Unless otherwise provided in the articles of incorporation or bylaws of the corporation, (1) meetings of the board of directors or of any committee designated by the board of directors may be held at any place either within or without this state, […]
Effective – 28 Aug 2011 351.340. Board meetings, where and how held. — 1. Regular meetings of the board of directors may be held with or without notice as the bylaws may prescribe. Special meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director […]
Effective – 28 Aug 1943 351.345. Liability of directors. — In addition to any other liabilities imposed by law upon directors of a corporation, the directors of a corporation who shall knowingly declare and pay any dividend except as permitted by and in accordance with the provisions of sections 351.210 and 351.220, and except, with […]
Effective – 28 Aug 1989 351.347. Acquisition proposals, board may make recommendation. — 1. In exercising its business judgment concerning any acquisition proposal, as defined in subsection 2 of this section, the board of directors of the corporation may consider the following factors, among others: (1) The consideration being offered in the acquisition proposal in […]
Effective – 28 Aug 2006 351.355. Officer, director, employee, or agent of corporation indemnified, when, methods authorized. — 1. A corporation created under the laws of this state may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or […]
Effective – 28 Aug 2019, 2 histories 351.360. Officers — how chosen — powers and duties. — 1. Every corporation organized under this chapter shall have a president and a secretary, who shall be chosen by the directors, and such other officers and agents as shall be prescribed by the bylaws of the corporation. Unless […]
Effective – 28 Aug 1943 351.365. Removal of officer or agent, when. — Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to […]
Effective – 28 Aug 1943 351.370. Registered office and registered agent. — 1. Each corporation shall have and continuously maintain in this state: (1) A registered office which may be, but need not be, the same as its place of business; (2) A registered agent, which agent may be either an individual, resident in this […]
Effective – 28 Aug 1998 351.375. Change of address of registered office or agent, how made. — 1. A corporation may from time to time change the address of its registered office. A corporation shall change its registered agent if the office of registered agent shall become vacant for any reason, if its registered agent […]
Effective – 28 Aug 1965 351.376. Resignation of agent. — Any registered agent of a corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the secretary of state, who shall forthwith mail the copy thereof to any officer of the corporation at his address as last known to […]
Effective – 28 Aug 1943 351.380. Process served on registered agent. — 1. The registered agent so appointed by a corporation shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon a corporation may be served. In the event that a corporation […]
