2011 Missouri Revised Statutes
TITLE XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351 General and Business Corporations
Section 351.1048. Board election, procedure--voting by mail, procedure.

351.1048. 1. The organizers shall elect the first board to serve in accordance with subsection 2 of section 351.1009 until directors are elected by members. Until election by members, the first board shall appoint directors to fill any vacancies which may occur during such initial period.

2. (1) Directors shall be elected for the term at the time and in the manner provided in the articles, bylaws, or as otherwise set forth in sections 351.1000 to 351.1228.

(2) Except as otherwise set forth in the articles or bylaws, the directors need not be members, however, a majority of the directors shall be elected exclusively by the members holding patron membership interests.

(3) Each director of a cooperative not electing to be taxed as a partnership under sections 351.1000 to 351.1228 shall have one vote on each matter brought before the board. Unless otherwise set forth in the articles or bylaws, the voting authority of the directors may be allocated according to allocation units or equity classifications of the cooperative provided:

(a) That each allocation unit or equity classification shall have only one vote; and

(b) That at least one-half of the voting power on general matters of the cooperative shall be allocated to the directors elected by members holding patron membership interests.

(4) A director holds office for the term the director was elected and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the director.

(5) The expiration of a director's term with or without election of a qualified successor shall not make the prior or subsequent acts of the director or the board void or voidable.

(6) Subject to any limitation in the articles or bylaws, the board may set the compensation of directors.

(7) Directors may be divided into or designated and elected by class or other distinction as provided in the articles or bylaws.

(8) A director may resign by giving written notice to the chair of the board or the board. The resignation is effective without acceptance when the notice is given to the chair of the board or the board unless a later effective time is specified in the notice.

(9) Unless otherwise set forth in the articles or bylaws, a director's position as such is personal to that director, and no director shall be entitled to execute any of such director's duties, including attending or voting at a directors' meeting by or through another person, entity or by proxy.

3. Except for directors elected at a special members' meeting to fill a vacancy, directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, which may be done by written consent in accordance with sections 351.1000 to 351.1228.

4. Unless otherwise set forth in the articles or bylaws, for a cooperative delineated by districts or other units, members may nominate and elect directors on a district or unit basis at a district meeting.

5. The following shall apply to voting by mail or alternative ballot:

(1) A member shall not vote for a director other than by being present at a members' meeting or by mail ballot or alternative ballot as authorized by the board;

(2) The ballot shall be in a form prescribed by the board; and

(3) If the ballot of the member is received by the cooperative on or before the date of the regular members' meeting or as otherwise prescribed for alternative ballots, the ballot shall be accepted and counted as the vote of the absent member.

6. Unless otherwise provided by the bylaws, if a member is not a natural person then the member may appoint or elect one or more natural persons to be eligible for election as a director.

(L. 2011 S.B. 366)

Annotation Copyright Missouri Joint Committee on Legislative Research