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

§ 362.245. Board of directors, qualifications — cumulative voting in electing director permitted when.

1.  The affairs and business of the corporation shall be managed by a board of directors, consisting of not less than five nor more than thirty-five stockholders who shall be elected annually; except, that trust companies in existence on October 13, 1967, may continue to divide the directors into three classes of equal number, as near as may be, and to elect one class each year for three-year terms.  Notwithstanding any provision of this chapter to the contrary, a director who is not a stockholder shall have all the rights, privileges, and duties of a director who is a stockholder.

2.  Each director shall be a citizen of the United States, and except for a private trust company as described under section 361.160, at least a majority of the directors must be residents of this state at the time of their election and during their continuance in office; provided, however, that if a director actually resides within a radius of one hundred miles of the banking house of said bank or trust company, even though his or her residence be in another state adjoining and contiguous to the state of Missouri, he or she shall for the purposes of this section be considered as a resident of this state and in the event such director shall be a nonresident of the state of Missouri he or she shall upon his or her election as a director file with the president of the banking house or such other chief executive officer as otherwise permitted by this chapter written consent to service of legal process upon him in his or her capacity as a director by service of the legal process upon the president as though the same were personally served upon the director in Missouri.

3.  If at a time when not more than a majority of the directors are residents of this state, except for a private trust company as described under section 361.160, any director shall cease to be a resident of this state or adjoining state as described in subsection 2 of this section, he or she shall forthwith cease to be a director of the bank or trust company and his or her office shall be vacant.

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

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

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(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, A.L. 2024 S.B. 1359)

Prior revisions: 1929 § 5363; 1919 § 11746

---- end of effective  28 Aug 2024 ----

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