351.250. Transfer books closed, when.
Transfer books closed, when.
351.250. The board of directors shall have power to close thetransfer books of the corporation for a period not exceeding seventy dayspreceding the date of any meeting of shareholders or the date of payment ofany dividend or the date for the allotment of rights or the date when anychange or conversion or exchange of shares shall go into effect; provided,however, that in lieu of closing the stock transfer books, unlessprohibited by the bylaws, the board of directors may fix in advance a date,not exceeding seventy days preceding the date of any meeting ofshareholders, or the date for the payment of any dividend, or the date forthe allotment of rights, or the date when any change or conversion orexchange of shares shall go into effect, as a record date for thedetermination of the shareholders entitled to notice of, and to vote at themeeting, and any adjournment or postponement of the meeting, or entitled toreceive payment of the dividend, or entitled to the allotment of rights, orentitled to exercise the rights in respect of the change, conversion orexchange of shares. In such case only the shareholders who areshareholders of record on the date of closing the transfer books or on therecord date so fixed shall be entitled to notice of, and to vote at, themeeting, and any adjournment or postponement of the meeting, or to receivepayment of the dividend, or to receive the allotment of rights, or toexercise the rights, as the case may be, notwithstanding any transfer ofany shares on the books of the corporation after the date of closing of thetransfer books or the record date fixed as mentioned in this section. Ifthe board of directors does not close the transfer books or set a recorddate for the determination of the shareholders entitled to notice of, andto vote at, a meeting of shareholders, only the shareholders who areshareholders of record at the close of business on the twentieth daypreceding the date of the meeting shall be entitled to notice of, and tovote at, the meeting, and any adjournment or postponement of the meeting;except that, if prior to the meeting written waivers of notice of themeeting are signed and delivered to the corporation by all of theshareholders of record at the time the meeting is convened, only theshareholders who are shareholders of record at the time the meeting isconvened shall be entitled to vote at the meeting, and any adjournment orpostponement of the meeting.
(RSMo 1939 § 5003, A.L. 1943 p. 410 § 32, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1989 S.B. 141, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835)Prior revisions: 1929 § 4532; 1919 § 9728; 1909 § 2969