Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.180. Power to issue shares — preferences — procedure — redemption of stock by corporation, requirements — amended certificate of designation for classes or series adversely affecting holders, majority vote of holders required. — 1. Every corporation may issue one or more clas…

351.182. Stock warrants, options — terms — consideration. — 1. Subject to any provisions in the articles of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, r…

351.185. Consideration for shares — exchange or conversion of shares. — 1. Shares having a par value shall be issued for such consideration not less than the par value thereof as shall be fixed from time to time by the board of directors. Shares without par value may be issued fo…

351.190. A corporation may determine that only a part of the consideration for which shares may be issued shall be stated capital, when. — 1. A corporation may determine that only a part of the consideration for which its shares may be issued, from time to time, shall be stated c…

351.195. Reduction of stated capital, how made. — 1. The reduction of the stated capital of a corporation, whether by retirement of reacquired shares or otherwise, may be made in the following manner, but nothing contained in this section shall be construed to forbid the retireme…

351.200. Redemption or purchase of own shares — retirement of shares. — 1. Any corporation which has issued shares of any class of stock may, subject to the provisions of its articles of incorporation, redeem all or any part of such shares if subject to redemption under the provi…

351.205. Preferred shares issued before November 21, 1943, without redemption provisions, how redeemed. — 1. Any corporation which issued preferred shares prior to November 21, 1943, the issued certificates evidencing which shares contain no provision for redemption, and which co…

[Repealed or reserved.]

351.215. Books and records, minutes of meeting — shareholder's right to examine — acquiring person's demand deemed proper, when — penalty. — 1. Each corporation shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minut…

351.220. Payment of dividends on shares of stock. — The board of directors of a corporation may declare and the corporation may pay dividends on its shares in cash, property, or its own shares, subject to the following limitations and provisions: (1) No dividend shall be declared…

351.225. Shareholders' meetings prescribed by bylaws. — 1. (1) Meetings of shareholders may be held at such place, either within or without this state, as may be provided in the bylaws. In the absence of any such provisions, all meetings shall be held at the registered office of …

351.230. Shareholders' meetings — notice of, how given, contents of. — 1. Written or printed notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be …

351.235. Meetings, how convened — vote inspectors, when appointed, duties of. — Every meeting, for whatever object, of the shareholders in any corporation shall be convened by its president, secretary or other officer or any of the persons calling the meeting by a notice given as…

351.240. Inspector's oath. — Any inspector, before he shall enter on the duties of his office, shall take and subscribe the following oath before any officer authorized by law to administer oaths: "I do solemnly swear, that I will execute the duties of an inspector of the electio…

351.245. Shares, how voted — control share acquisition proxies, valid when, requirements, shareholder may authorize another person to act as proxy, procedure — electronic transmission defined. — 1. Unless otherwise provided in the articles of incorporation, each outstanding share…

351.246. Shareholders may create voting trust. — Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for any period, without regard to the rule agains…

351.250. Transfer books closed, when. — The board of directors shall have power to close the transfer books of the corporation for a period not exceeding seventy days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allo…

351.255. Officer to make list of shareholders entitled to vote. — 1. The officer having charge of the transfer book for shares of a corporation shall make, at least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meet…

351.260. Voting of shares standing in name of another corporation, domestic or foreign — deceased person's shares — receivers — pledges. — 1. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of suc…

351.265. Quorum of outstanding shares — representation by proxy — representation of false proxy, penalty. — 1. Unless otherwise provided in the articles of incorporation or bylaws, a majority of the outstanding shares entitled to vote at any meeting, represented in person or by p…

351.267. Five percent of shares of telephone company constitutes quorum, when — powers of quorum — directors, election by districts authorized. — 1. Notwithstanding other provisions in this chapter, unless a provision in the articles of incorporation or bylaws requiring a larger …

351.268. Shareholder's meeting, adjournment due to lack of quorum — postponement, adjournment defined. — 1. In addition to the provisions of sections 351.265 and 351.267 regarding the adjournment of shareholders meetings at which a quorum is not present, unless the bylaws provide…

351.270. Bylaws may require concurrence of greater portion of shares than statutes require. — Whenever with respect to any action to be taken by the shareholders of a corporation the articles of incorporation or provisions of the bylaws adopted by the shareholders require the vot…

351.273. Corporate action may be taken without meeting by written consents. — Any action required by this chapter to be taken at a meeting of the shareholders of a corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if co…

351.275. Limitation of shareholder's obligation to corporation or its creditors. — 1. A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporat…

351.280. When execution may be levied against shareholders. — If any execution shall have been issued against any corporation, and there cannot be found any property or effects whereon to levy the same, then such execution may be issued against any of the shareholders to the exte…

351.285. Secretary shall give names and addresses of shareholders to officers holding executions against corporation. — The secretary or other officer having charge of the books of any corporation, on demand of any officer holding an execution against the same, shall furnish the …

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…