393.927. Board of directors, powers, duties, number, terms of office, procedure.
414 words·~2 min read·
/mo/chapter-393/393-927A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
393.927. Board of directors, powers, duties, number, terms of office, procedure. — 1. The business and affairs of a company shall be managed by a board of not less than five directors, each of whom shall be a member of the company. The bylaws shall prescribe the number of directors, their qualifications, other than those provided for in sections 393.900 to 393.951 , the manner of holding meetings of the board of directors and of the election of successors to directors who shall resign, die or otherwise be incapable of acting.
The bylaws may also provide for the removal of directors from office and for the election of their successors. Without approval of the members, directors shall not receive any salaries for their services as directors. The bylaws may, however, provide that a fixed fee and expenses of attendance, if any, may be allowed to each director for attendance at each meeting of the board of directors.
2. The directors of a company named in any articles of incorporation, consolidation, merger or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified.
3. The bylaws shall provide that the directors shall be divided into three classes, each class to be as nearly equal in number as possible, with the term of office of the directors of the first class to expire at the next succeeding annual meeting, the term of the second class to expire at the second succeeding annual meeting and the term of the third class to expire at the third succeeding annual meeting. At each annual meeting after such classification, a number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting.
4. A majority of the board of directors shall constitute a quorum.
5. The board of directors may exercise all of the powers of a company except those conferred upon the members by sections 393.900 to 393.951 , its articles of incorporation or its bylaws. Nothing in sections 393.900 to 393.951 shall be deemed to prohibit a nonprofit water company from contracting with any other person or entity for any services needed by the nonprofit water company including, but not limited to, management or operations services.
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(L. 1999 H.B. 450 § 10 merged with S.B. 160 & 82 § 10)