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
Power to issue shares--preferences--procedure--redemption of stockby corporation, requirements--amended certificate of designation forclasses or series adversely affecting holders, majority vote ofholders required.
351.180. 1. Every corporation may issue one or more classes of stock orone or more series of stock within any class thereof, any or all of whichclasses may be of stock with par value or stock without par value and whichclasses or series may have such voting powers, full or limited, or no votingpowers, and such designations, preferences and relative, participating,optional or other special rights, and qualifications, limitations orrestrictions thereof, as shall be stated and expressed in the articles ofincorporation or any amendment thereto, or in the resolution or resolutionsproviding for the issue of such stock adopted by the board of directorspursuant to authority expressly vested in it by the provisions of its articlesof incorporation. Any of the voting powers, designations, preferences, rightsand qualifications, limitations or restrictions of any such class or series ofstock may be made dependent upon facts ascertainable outside the articles ofincorporation or of any amendment thereto, or outside the resolution orresolutions providing for the issue of such stock adopted by the board ofdirectors pursuant to authority expressly vested in it by its articles ofincorporation, provided that the manner in which such facts shall operate uponthe voting powers, designations, preferences, rights and qualifications,limitations or restrictions of such class or series of stock is clearly andexpressly set forth in the articles of incorporation or in the resolution orresolutions providing for the issue of such stock adopted by the board ofdirectors. The power to increase or decrease or otherwise adjust the capitalstock as provided in this chapter shall apply to all or any such classes ofstock.
2. (1) Subject to the provisions of section 351.200, the stock of anyclass or series may be made subject to redemption by the corporation at itsoption or at the option of the holders of such stock or upon the happening ofa specified event; provided, that at the time of such redemption thecorporation shall have outstanding shares of at least one class or series ofstock with full voting powers which shall not be subject to redemption.Notwithstanding the limitation stated in the foregoing provision:
(a) Any stock of a regulated investment company registered under theInvestment Company Act of 1940, as amended, may be made subject to redemptionby the corporation at its option or at the option of the holders of suchstock;
(b) Any stock of a corporation which holds, directly or indirectly, alicense, franchise, or contract from a governmental agency to conduct itsbusiness or is a member of a national securities exchange, which license,franchise, contract, or membership is conditioned upon some or all of theholders of its stock possessing the prescribed qualifications, may be madesubject to redemption by the corporation to the extent necessary to preventthe loss of such license, franchise or membership or to reinstate it.
(2) Any stock which may be redeemable under this section may be redeemedfor cash, property or rights, including securities of the same or anothercorporation, at such time or times, price or prices, or rate or rates, andwith such adjustments, as shall be stated in the articles of incorporation orin the resolution or resolutions providing for the issue of such stock adoptedby the board of directors as hereinabove provided.
3. The holders of preferred or special stock of any class or of anyseries thereof shall be entitled to receive dividends at such rates, on suchconditions and at such times as shall be stated in the articles ofincorporation or in the resolution or resolutions providing for the issue ofsuch stock adopted by the board of directors as hereinabove provided, payablein preference to, or in such relation to, the dividends payable on any otherclass or classes or of any other series of stock, and cumulative ornoncumulative as shall be so stated and expressed. When dividends upon thepreferred and special stocks, if any, to the extent of the preference to whichsuch stocks are entitled, have been paid or declared and set apart forpayment, a dividend on the remaining class or classes or series of stock maythen be paid out of the remaining assets of the corporation available fordividends as is provided elsewhere in this chapter.
4. The holders of the preferred or special stock of any class or of anyseries thereof are entitled to such rights upon the dissolution of, or uponany distribution of the assets of, the corporation as is stated in thearticles of incorporation or in the resolution or resolutions providing forthe issue of such stock adopted by the board of directors as hereinaboveprovided.
5. Any stock of any class or of any series thereof may be madeconvertible into, or exchangeable for, at the option of either the holder orthe corporation or upon the happening of a specified event, shares of anyother class or classes or any other series of the same or any other class orclasses of stock of the corporation, at such price or prices or at such rateor rates of exchange and with such adjustments as is stated in the articles ofincorporation or in the resolution or resolutions providing for the issue ofsuch stock adopted by the board of directors as hereinabove provided.
6. If any corporation is authorized to issue more than one class ofstock or more than one series of any class, the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate which the corporation issuesto represent such class or series of stock in the case of shares representedby a certificate; but, in lieu of the foregoing requirements, there may be setforth on the face or back of the certificate which the corporation issues torepresent such class or series of stock a statement that the corporation willfurnish without charge to each stockholder who so requests the powers,designations, preferences and relative, participating, optional or otherspecial rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights. The corporation shall also furnish such information upon request to holdersof uncertificated shares.
7. When any corporation desires to issue any shares of stock of anyclass or of any series of any class of which the powers, designations,preferences and relative, participating, optional or other rights, if any, orthe qualifications, limitations or restrictions thereof, if any, have not beenset forth in the articles of incorporation or in any amendment thereto, butare provided for in a resolution or resolutions adopted by the board ofdirectors pursuant to authority expressly vested in it by the provisions ofthe articles of incorporation or any amendment thereto, a certificate ofdesignations setting forth a copy of such resolution or resolutions and thenumber of shares of stock of such class or series as to which the resolutionor resolutions apply shall be executed by the president or any vice presidentand filed by the corporation with the secretary of state. Unless otherwiseprovided in any such resolution or resolutions, the number of shares of stockof any such class or series to which such resolution or resolutions apply maybe increased, but not above the number of shares of the class authorized bythe articles of incorporation with respect to which the powers, designations,preferences and rights have not been set forth, or decreased, but not belowthe number of shares thereof then outstanding, by a certificate likewiseexecuted and filed setting forth a statement that a specified increase ordecrease therein had been authorized and directed by a resolution orresolutions likewise adopted by the board of directors. In case the number ofsuch shares shall be decreased, the number of shares so specified in thecertificate shall resume their status which they had prior to the adoption ofthe resolution or resolutions creating such shares. When no shares of anysuch class or series are outstanding, either because none were issued orbecause no issued shares of any such class or series remain outstanding, acertificate setting forth a resolution or resolutions adopted by the board ofdirectors that none of the authorized shares of such class or series areoutstanding, and that none will be issued subject to the certificate ofdesignations previously filed with respect to such class or series, may beexecuted by the president or any vice president and filed by the corporationwith the secretary of state and, when such certificate becomes effective, itshall have the effect of eliminating from the articles of incorporation allreference to such class or series of stock. When shares of stock of any classor of any series of any class of which the powers, designations, preferences,and relative, participating, optional or other rights, if any, or thequalifications, limitations or restrictions thereof, if any, have not been setforth in the articles of incorporation or in any amendment thereto, but areprovided in a resolution or resolutions adopted by the board of directorspursuant to authority expressly vested in it by the provisions of the articlesof incorporation or any amendment thereto, the board of directors may, byresolution or resolutions adopted by the board of directors, amend the powers,designations, preferences and relative, participating, optional or otherrights, if any, or the qualifications, limitations or restrictions thereof, ifany, of any such class or series by filing an amended certificate ofdesignations setting forth a copy of such resolution or resolutions, whichshall include the terms and conditions of such amendment, executed by thepresident or any vice president and filed by the corporation with thesecretary of state. Provided, however, that if any shares of any such classor series shall be issued and outstanding at the time of such filing, suchamendment, if it adversely affects the holders thereof, shall not becomeeffective unless as to any such class or series, a majority of the holdersthereof, or such greater vote as the articles of incorporation or anyamendment thereto require, adopts such amendment, and the certificate ofdesignations shall state that such approval has been obtained. When anycertificate is filed under this subsection, it shall have the effect ofamending the articles of incorporation and shall become effective as providedin subsection 1 of section 351.105.
(RSMo 1939 §§ 5359, 5543, A.L. 1943 p. 410 § 12, A.L. 1975 S.B. 14, A.L. 1986 S.B. 565, A.L. 1995 H.B. 558, A.L. 1997 S.B. 197, A.L. 1998 S.B. 680, A.L. 2004 H.B. 1664, A.L. 2005 H.B. 678)Prior revision: 1929 § 5100