Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.290. Bylaws, how adopted and amended. — 1. The power to make, alter, amend, or repeal the bylaws of the corporation shall be vested in the shareholders, unless and to the extent that such power may be vested in the board of directors by the articles of incorporation; provided…

351.295. Stock certificate, form, contents, authorized signatures. — 1. The shares of a corporation shall be represented by certificates, provided that the articles of incorporation or bylaws, or a resolution or resolutions of the board of directors of the corporation, may provid…

351.300. Fractional shares, how issued. — A corporation may issue fractions of a share and it may issue a certificate for a fractional share, or, by action of its board of directors, may in lieu thereof pay cash equal to the value of such fractional share, or issue scrip or other…

351.305. Preemptive right of shareholder to acquire additional shares, limited, how. — The preemptive right of a shareholder to acquire additional shares of a corporation may be limited or denied to the extent provided in the articles of incorporation. ­­-------- (L. 1943 p. 410 …

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 compensat…

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,…

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 th…

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…

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 conduc…

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…

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 betwee…

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 …

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 withou…

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 dire…

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…

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)…

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 …

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…

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 prej…

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, re…

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 r…

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 …

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 corp…

351.385. Powers of corporation. — Each corporation shall have power: (1) To have succession by its corporate name for the period limited in its articles of incorporation or perpetually where there is no such limitations; (2) To sue and be sued, complain and defend in any court of…

351.386. Purposes. — 1. Every corporation incorporated under this chapter may engage in any lawful business unless a more limited purpose is set forth in the articles of incorporation; however, the corporation shall not be restricted to this limited purpose, unless it has stated …

351.387. Definitions. — As used in this section and section 351.388, unless the context requires otherwise, the following words and phrases shall mean: (1) "Private corporation" means a general and business or a general not-for-profit corporation organized under the laws of this …

351.388. Private and public corporations authorized to apply for and operate foreign trade zones. — All public and private corporations shall have the power to apply to the proper authorities of the United States government for a grant, and when such a grant is issued, to establi…

351.390. Corporation's powers to purchase, hold, transfer or dispose of its own shares. — A corporation shall have power to purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares; provided, that it shall not purchase, ei…

351.395. Conveyance of property not invalid because board of directors has exceeded corporation's powers — lack of capacity, power asserted, how. — No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason…

351.400. Disposition of assets. — A sale, lease, or exchange or other disposition other than by mortgage, deed of trust or pledge, of all, or substantially all, the property and assets, with or without the goodwill, of a corporation, if not made in the usual and regular course of…

351.405. Rights of dissenting shareholder — sale or exchange of assets. — 1. In the event that a sale or exchange of all or substantially all of the property and assets of a corporation, otherwise than in the usual and regular course of its business, is authorized by a vote of th…

351.407. Control shares acquisition procedures — exceptions. — 1. Unless, before the control share acquisition, the corporation's articles of incorporation or bylaws provide that this section does not apply to control share acquisitions of shares of the corporation, control share…

351.408. Conversion to corporation, certificate of conversion required, procedure, effect of conversion. — 1. As used in this section, the term "other entity" means a limited liability company, statutory trust, business trust or association, real estate investment trust, common-l…

351.409. Conversion of corporation to another business entity, procedure — certificate of conversion required — effect of conversion — inapplicability to nonprofit organizations. — 1. A corporation of this state may, upon the authorization of such conversion in accordance with th…

351.410. Merger procedure. — Any two or more domestic corporations may merge into one of the corporations in the following manner: The board of directors of each corporation shall approve a plan of merger and direct the submission of the plan to a vote at a meeting of shareholder…

351.415. Consolidation procedure. — Any two or more domestic corporations may consolidate into a new domestic corporation in the following manner: The board of directors of each corporation shall approve a plan of consolidation and direct the submission of the plan to a vote at a…

351.420. Merger plan to be submitted to shareholders, procedure. — The plan of merger or plan of consolidation shall be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one…

351.425. Voting by shareholders on plan for merger or consolidation. — At each such meeting a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the…

[Repealed or reserved.]

351.435. Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation. — The original copy of the articles of merger or articles of consolidation shall be delivered to the secretary of state by the surviving corporation in the cas…

351.445. Certificate of merger returned to surviving or new corporation. — The certificate of merger and certified copy thereof, with a copy of the articles of merger affixed thereto by the secretary of state, or the certificate of consolidation and certified copy thereof, with a…

351.447. Corporation holding ninety percent of the shares of another may merge without election, when. — 1. In any case in which at least ninety percent of the outstanding shares of each class of a corporation or corporations is owned by another corporation and one of the corpora…

351.448. Merger without shareholders' vote, when — requirements, results. — 1. Unless expressly required by its articles of incorporation for a holding company reorganization pursuant to this section through the use of a specific reference to this section, no vote of shareholders…

351.450. New status after merger or consolidation has been effected. — When such merger or consolidation has been effected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that cor…

351.455. Shareholder entitled to appraisal and payment of fair value, when — remedy exclusive, when. — 1. Any shareholder shall be deemed a dissenting shareholder and entitled to appraisal under this section if such shareholder: (1) Owns stock of a corporation which is a party to…

351.458. Merger or consolidation with foreign corporation — procedure. — 1. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under wh…

351.459. Definitions — business combinations, requirements — permitted combinations — exceptions. — 1. For the purposes of this section, the following terms mean: (1) "Affiliate", a person that directly, or indirectly through one or more intermediaries, controls, or is controlled…

351.461. Merger of domestic corporation. — A domestic corporation may merge or consolidate with one or more domestic or foreign limited partnerships, general partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other …

351.462. Dissolution by incorporators or initial directors. — A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of…

351.464. Dissolution by board of directors and shareholders. — 1. A corporation's board of directors may propose dissolution for submission to the shareholders. 2. For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders …