Missouri Revised Statutes
Chapter 351
General and Business Corporations
←351.085
Section 351.090.1
351.093→
August 28, 2015
Articles of incorporation, how amended.
351.090. 1. At any time or times before the corporation has received any
payment for any of its shares, the board of directors may adopt amendments to
the articles of incorporation by executing a certificate of amendment as
provided in subsection 1 of section 351.095.
2. After the corporation has received any payment for any of its shares,
amendments to the articles of incorporation may be made only in the following
manner:
(1) The board of directors may adopt a resolution setting forth the
proposed amendment and directing that it be submitted to a vote at a meeting
of shareholders, which may be either an annual or a special meeting, except
that the proposed amendment need not be adopted by the board of directors and
may be directly submitted by the board of directors to any annual or special
meeting of shareholders;
(2) Written notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shall be given to each shareholder of
record entitled to vote thereon within the time and in the manner provided in
section 351.230 for the giving of notice of meetings of shareholders. If the
meeting is an annual meeting, the proposed amendment or summary shall,
nevertheless, be included in the notice of the annual meeting;
(3) At the meeting a vote of the shareholders entitled to vote thereon
shall be taken on the proposed amendment. Subject to subsections 3 and 6 of
this section, the proposed amendment shall be adopted upon receiving the
affirmative vote of a majority of the outstanding shares entitled to vote
thereon, unless any class of shares is entitled to vote thereon as a class,
in which event the proposed amendment shall be adopted upon receiving the
affirmative vote of a majority of the outstanding shares of each class of
shares entitled to vote thereon as a class and of the total shares entitled to
vote thereon.
3. If the articles of incorporation or bylaws provide for cumulative
voting in the election of directors, the number of directors shall not be
decreased to less than three by amendment to the articles of incorporation
when the number of shares voting against the proposal for decrease would be
sufficient to elect a director if the shares were voted cumulatively at an
election of three directors. If the articles of incorporation or bylaws do
not provide for cumulative voting in the election of directors, then the
number of directors shall only be decreased to less than three by amendment
to the articles of incorporation approved by the affirmative vote of a
majority of the outstanding shares entitled to vote on the amendment.
4. If any amendment made under section 351.085 effects a reduction of
stated capital, then the corporation making the amendment shall comply with
the applicable provisions of sections 351.195 and 351.200, as well as the
provisions of this section.
5. Any number of amendments may be submitted to the shareholders and
voted on by them at one meeting.
6. A proposed amendment which provides that section 351.407 does not
apply to control share acquisitions of shares of a corporation shall be
adopted upon receiving the affirmative vote of two-thirds of all outstanding
shares entitled to vote thereon, unless any class of shares is entitled to
vote thereon as a class, in which event the proposed amendment shall be
adopted upon receiving the affirmative vote of two-thirds of the outstanding
shares of each class of shares entitled to vote thereon as a class and of the
total shares entitled to vote thereon. This subsection shall not affect or
limit the right, power or authority of any issuing public corporation to
adopt any other amendment or to take any other action in addition to an
amendment providing for the nonapplicability of section 351.407 to control
share acquisitions of the issuing public corporation pursuant to this section.
7. When a corporation has ten or fewer shareholders, cumulative voting
may be abolished only by an affirmative vote of the holders of at least
two-thirds of the outstanding shares.
(L. 1943 p. 410 § 56, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1975
S.B. 14, A.L. 1979 S.B. 216, A.L. 1984 S.B. 409, A.L. 1989 S.B.
141, A.L. 2004 H.B. 1664, A.L. 2006 S.B. 1208)
2004
1991
2004
351.090. 1. At any time or times before the corporation has received
any payment for any of its shares, the board of directors may adopt
amendments to the articles of incorporation by executing a certificate of
amendment as provided in subsection 1 of section 351.095.
2. After the corporation has received any payment for any of its
shares, amendments to the articles of incorporation may be made only in the
following manner:
(1) The board of directors may adopt a resolution setting forth the
proposed amendment and directing that it be submitted to a vote at a
meeting of shareholders, which may be either an annual or a special
meeting, except that the proposed amendment need not be adopted by the
board of directors and may be directly submitted to any annual or special
meeting of shareholders.
(2) Written notice setting forth the proposed amendment or a summary
of the changes to be effected thereby shall be given to each shareholder of
record entitled to vote thereon within the time and in the manner provided
in section 351.230 for the giving of notice of meetings of shareholders.
If the meeting is an annual meeting, the proposed amendment or summary
shall, nevertheless, be included in the notice of the annual meeting.
(3) At the meeting a vote of the shareholders entitled to vote
thereon shall be taken on the proposed amendment. Subject to subsections 3
and 6 of this section, the proposed amendment shall be adopted upon
receiving the affirmative vote of a majority of the outstanding shares
entitled to vote thereon, unless any class of shares is entitled to vote
thereon as a class, in which event the proposed amendment shall be adopted
upon receiving the affirmative vote of a majority of the outstanding shares
of each class of shares entitled to vote thereon as a class and of the
total shares entitled to vote thereon.
3. If the articles of incorporation or bylaws provide for cumulative
voting in the election of directors, the number of directors shall not be
decreased to less than three by amendment to the articles of incorporation
when the number of shares voting against the proposal for decrease would be
sufficient to elect a director if the shares were voted cumulatively at an
election of three directors. If the articles of incorporation or bylaws do
not provide for cumulative voting in the election of directors, then the
number of directors shall only be decreased to less than three by amendment
to the articles of incorporation approved by the affirmative vote of a
majority of the outstanding shares entitled to vote on the amendment.
4. If any amendment made under section 351.085 effects a reduction of
stated capital, then the corporation making the amendment shall comply with
the applicable provisions of sections 351.195 and 351.200, as well as the
provisions of this section.
5. Any number of amendments may be submitted to the shareholders and
voted on by them at one meeting.
6. A proposed amendment which provides that section 351.407 does not
apply to control share acquisitions of shares of a corporation shall be
adopted upon receiving the affirmative vote of two-thirds of all
outstanding shares entitled to vote thereon, unless any class of shares is
entitled to vote thereon as a class, in which event the proposed amendment
shall be adopted upon receiving the affirmative vote of two-thirds of the
outstanding shares of each class of shares entitled to vote thereon as a
class and of the total shares entitled to vote thereon. This subsection
shall not affect or limit the right, power or authority of any issuing
public corporation to adopt any other amendment or to take any other action
in addition to an amendment providing for the nonapplicability of section
351.407 to control share acquisitions of the issuing public corporation
pursuant to this section.
7. When a corporation has ten or fewer shareholders, cumulative
voting may be abolished only by an affirmative vote of the holders of at
least two-thirds of the outstanding shares.
1991
351.090. 1. At any time or times before the corporation has
received any payment for any of its shares, the board of
directors may adopt amendments to the articles of incorporation
by executing and verifying a certificate of amendment as provided
in subsection 1 of section 351.095.
2. After the corporation has received any payment for any of
its shares, amendments to the articles of incorporation may be
made only in the following manner:
(1) The board of directors may adopt a resolution setting
forth the proposed amendment and directing that it be submitted
to a vote at a meeting of shareholders, which may be either an
annual or a special meeting, except that the proposed amendment
need not be adopted by the board of directors and may be directly
submitted to any annual or special meeting of shareholders.
(2) Written notice setting forth the proposed amendment or a
summary of the changes to be effected thereby shall be given to
each shareholder of record entitled to vote thereon within the
time and in the manner provided in section 351.230 for the giving
of notice of meetings of shareholders. If the meeting is an
annual meeting, the proposed amendment or summary shall,
nevertheless, be included in the notice of the annual meeting.
(3) At the meeting a vote of the shareholders entitled to
vote thereon shall be taken on the proposed amendment. Subject
to subsections 3 and 6 of this section, the proposed amendment
shall be adopted upon receiving the affirmative vote of a
majority of the outstanding shares entitled to vote thereon,
unless any class of shares is entitled to vote thereon as a
class, in which event the proposed amendment shall be adopted
upon receiving the affirmative vote of a majority of the
outstanding shares of each class of shares entitled to vote
thereon as a class and of the total shares entitled to vote
thereon.
3. If the articles of incorporation or bylaws provide for
cumulative voting in the election of directors, the number of
directors shall not be decreased to less than three by amendment
to the articles of incorporation when the number of shares voting
against the proposal for decrease would be sufficient to elect a
director if the shares were voted cumulatively at an election of
three directors. If the articles of incorporation or bylaws do
not provide for cumulative voting in the election of directors,
then the number of directors shall only be decreased to less than
three by amendment to the articles of incorporation approved by
the affirmative vote of a majority of the outstanding shares
entitled to vote on the amendment.
4. If any amendment made under section 351.085 effects a
reduction of stated capital, then the corporation making the
amendment shall comply with the applicable provisions of sections
351.195 and 351.200, as well as the provisions of this section.
5. Any number of amendments may be submitted to the
shareholders and voted on by them at one meeting.
6. A proposed amendment which provides that section 351.407
does not apply to control share acquisitions of shares of a
corporation shall be adopted upon receiving the affirmative vote
of two-thirds of all outstanding shares entitled to vote thereon,
unless any class of shares is entitled to vote thereon as a
class, in which event the proposed amendment shall be adopted
upon receiving the affirmative vote of two-thirds of the
outstanding shares of each class of shares entitled to vote
thereon as a class and of the total shares entitled to vote
thereon. This subsection shall not affect or limit the right,
power or authority of any issuing public corporation to adopt any
other amendment or to take any other action in addition to an
amendment providing for the nonapplicability of section 351.407
to control share acquisitions of the issuing public corporation
pursuant to this section.
7. When a corporation has ten or fewer shareholders,
cumulative voting may be abolished only by an affirmative vote of
the holders of at least two-thirds of the outstanding shares.
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