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.
Shares, how voted--control share acquisition proxies, valid when,requirements, shareholder may authorize another person to act asproxy, procedure--electronic transmission defined.
351.245. 1. Unless otherwise provided in the articles of incorporation,each outstanding share entitled to vote under the provisions of the articlesof incorporation shall be entitled to one vote on each matter submitted to avote at a meeting of shareholders. If the articles of incorporation providefor more or less than one vote for any share on any matter, every reference inthis chapter to a vote by a majority or other proportion of stock shall referto such majority or other proportion of the votes of such stock.
2. No person shall vote any shares which at that time belong to thecorporation which issued such shares, or which at that time belong to anentity controlled by such corporation. For this purpose, the corporationcontrols any entity as to which such corporation either:
(1) Directly or indirectly owns a majority, measured by voting power, ofthe outstanding stock or other equity interests entitled to vote for thedirectors or managers of such entity; or
(2) In the case of a partnership or a member-managed limited liabilitycompany, directly or indirectly owns a majority of the equity interests andalso is a member or a general partner.
In addition, no such shares shall be counted as outstanding for quorumpurposes. Nothing in this subsection shall be construed as denying orlimiting the right of any corporation or entity to vote shares of stock heldby it in a fiduciary capacity.
3. Unless the articles of incorporation or bylaws provide otherwise,each shareholder in electing directors shall have the right to cast as manyvotes in the aggregate as shall equal the number of votes held by theshareholder in the corporation, multiplied by the number of directors to beelected at the election, and each shareholder may cast the whole number ofvotes, either in person or by proxy, for one candidate, or distribute themamong two or more candidates.
4. A shareholder may vote either in person or by proxy. No proxy shallbe valid after eleven months from the date of its execution, unless otherwiseprovided in the proxy. Any proxy delivered for or in connection with theshareholder authorization of a control share acquisition pursuant to section351.407 is valid only if it provides that it is revocable and if it issolicited, appointed, and received both (a) in accordance with all applicablelegal requirements and (b) separate and apart from the sale or purchase,contract or tender for sale or purchase, or request or invitation for tenderfor sale or purchase, of shares of the issuing public corporation. A dulyexecuted proxy shall be irrevocable if it states that it is irrevocable andif, and only so long as, it is coupled with an interest sufficient in law tosupport an irrevocable power of attorney; except that, as provided in thissubsection proxies appointed for or in connection with the shareholderauthorization of a control share acquisition pursuant to section 351.407 shallbe revocable at all times prior to the obtaining of such shareholderauthorization, whether or not coupled with an interest. The interest withwhich it is coupled need not be an interest in the shares themselves, but itmay be such an interest or an interest in the corporation generally.
5. Without limiting the manner in which a shareholder may authorize aperson to act for the shareholder as proxy pursuant to this section, thefollowing shall constitute a valid means by which a shareholder may grant suchauthority:
(1) A shareholder or the shareholder's duly authorized attorney-in-factmay execute a writing authorizing another person to act for the shareholder asproxy. Execution may be accomplished by the shareholder or duly authorizedattorney-in-fact signing such writing or causing the shareholder's signatureto be affixed to such writing by any reasonable means, including, but notlimited to, facsimile signature;
(2) A shareholder may authorize another person to act for theshareholder as proxy by transmitting or authorizing the transmission of atelegram, cablegram, facsimile or other means of electronic transmission, orby telephone, to the person who will be the holder of the proxy or to a proxysolicitation firm, proxy support service organization or like agent dulyauthorized by the person who will be the holder of the proxy to receive suchtransmission, provided that any such telegram, cablegram, facsimile or othermeans of electronic transmission, or telephonic transmission shall either setforth or be submitted with information from which it can be determined thatthe telegram, cablegram, facsimile or other electronic transmission, ortelephonic transmission was authorized by the shareholder. If it isdetermined that such telegrams, cablegrams, facsimiles or other electronictransmissions, or telephonic transmissions are valid, the inspectors or, ifthere are no inspectors, such other persons making such determination shallspecify the information upon which they relied. "Electronic transmission"shall mean any process of communication not directly involving the physicaltransfer of paper that is suitable for the retention, retrieval, andreproduction of information by the recipient.
(RSMo 1939 §§ 5004, 5007, A.L. 1943 p. 410 § 31, A.L. 1977 S.B. 115, A.L. 1984 S.B. 409, A.L. 1986 S.B. 565, A.L. 1989 S.B. 141, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 1998 S.B. 680, A.L. 1999 S.B. 278, A.L. 2000 S.B. 896)Prior revisions: 1929 §§ 4533, 4536; 1919 §§ 9729, 9732; 1909 §§ 2970, 2973
CROSS REFERENCE:
Cumulative voting authorized, alternative methods may be provided by law, exceptions, Const. Art. XI § 6
(1963) Provisions in articles of incorporation of general business corporations providing for the issuance of two classes of common stock, one with voting rights and one without, were not invalid as being in violation of this section or against public policy. Shapiro v. Tropicana Lanes, Inc. (Mo.), 371 S.W.2d 237.