351.090. Articles of incorporation, how amended.
Articles of incorporation, how amended.
351.090. 1. At any time or times before the corporation has receivedany payment for any of its shares, the board of directors may adoptamendments to the articles of incorporation by executing a certificate ofamendment as provided in subsection 1 of section 351.095.
2. After the corporation has received any payment for any of itsshares, amendments to the articles of incorporation may be made only in thefollowing manner:
(1) The board of directors may adopt a resolution setting forth theproposed amendment and directing that it be submitted to a vote at ameeting of shareholders, which may be either an annual or a specialmeeting, except that the proposed amendment need not be adopted by theboard of directors and may be directly submitted by the board of directorsto any annual or special meeting of shareholders;
(2) Written notice setting forth the proposed amendment or a summaryof the changes to be effected thereby shall be given to each shareholder ofrecord entitled to vote thereon within the time and in the manner providedin section 351.230 for the giving of notice of meetings of shareholders.If the meeting is an annual meeting, the proposed amendment or summaryshall, nevertheless, be included in the notice of the annual meeting;
(3) At the meeting a vote of the shareholders entitled to votethereon shall be taken on the proposed amendment. Subject to subsections 3and 6 of this section, the proposed amendment shall be adopted uponreceiving the affirmative vote of a majority of the outstanding sharesentitled to vote thereon, unless any class of shares is entitled to votethereon as a class, in which event the proposed amendment shall be adoptedupon receiving the affirmative vote of a majority of the outstanding sharesof each class of shares entitled to vote thereon as a class and of thetotal shares entitled to vote thereon.
3. If the articles of incorporation or bylaws provide for cumulativevoting in the election of directors, the number of directors shall not bedecreased to less than three by amendment to the articles of incorporationwhen the number of shares voting against the proposal for decrease would besufficient to elect a director if the shares were voted cumulatively at anelection of three directors. If the articles of incorporation or bylaws donot provide for cumulative voting in the election of directors, then thenumber of directors shall only be decreased to less than three by amendmentto the articles of incorporation approved by the affirmative vote of amajority of the outstanding shares entitled to vote on the amendment.
4. If any amendment made under section 351.085 effects a reduction ofstated capital, then the corporation making the amendment shall comply withthe applicable provisions of sections 351.195 and 351.200, as well as theprovisions of this section.
5. Any number of amendments may be submitted to the shareholders andvoted on by them at one meeting.
6. A proposed amendment which provides that section 351.407 does notapply to control share acquisitions of shares of a corporation shall beadopted upon receiving the affirmative vote of two-thirds of alloutstanding shares entitled to vote thereon, unless any class of shares isentitled to vote thereon as a class, in which event the proposed amendmentshall be adopted upon receiving the affirmative vote of two-thirds of theoutstanding shares of each class of shares entitled to vote thereon as aclass and of the total shares entitled to vote thereon. This subsectionshall not affect or limit the right, power or authority of any issuingpublic corporation to adopt any other amendment or to take any other actionin addition to an amendment providing for the nonapplicability of section351.407 to control share acquisitions of the issuing public corporationpursuant to this section.
7. When a corporation has ten or fewer shareholders, cumulativevoting may be abolished only by an affirmative vote of the holders of atleast two-thirds of the outstanding shares.
(L. 1943 p. 410 § 56, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 1984 S.B. 409, A.L. 1989 S.B. 141, A.L. 2004 H.B. 1664, A.L. 2006 S.B. 1208)