Missouri Laws 355.361 – Vacancy on board
1. Unless the articles or bylaws provide otherwise, and except as provided in subsection 2 of this section and subsection 3 of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) The members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter or other organization unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;
Terms Used In Missouri Laws 355.361
- articles: amended and restated articles of incorporation and articles of merger. See Missouri Laws 355.066
- board of directors: the board of directors except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to section 355. See Missouri Laws 355.066
- Bylaws: the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. See Missouri Laws 355.066
- Class: a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. See Missouri Laws 355.066
- Directors: individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Missouri Laws 355.066
- Person: includes any individual or entity. See Missouri Laws 355.066
- Quorum: The number of legislators that must be present to do business.
- Vote: includes authorization by written ballot and written consent. See Missouri Laws 355.066
(2) The board of directors may fill the vacancy; or
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
2. Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
3. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
4. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection 2 of section 355.341 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.