351.265. Quorum of outstanding shares--representation by proxy--representation of false proxy, penalty.
Quorum of outstanding shares--representation by proxy--representationof false proxy, penalty.
351.265. 1. Unless otherwise provided in the articles of incorporationor bylaws, a majority of the outstanding shares entitled to vote at anymeeting, represented in person or by proxy, shall constitute a quorum at ameeting of shareholders; provided, that in no event shall a quorum consist ofless than a majority of the outstanding shares entitled to vote, but less thansuch quorum shall have the right successively to adjourn the meeting asprovided in section 351.268. Shares represented by a proxy which directs thatthe shares abstain from voting or that a vote be withheld on a matter, shallbe deemed to be represented at the meeting for quorum purposes. Shares as towhich voting instructions are given as to at least one of the matters to bevoted on shall also be deemed to be so represented. If the proxy states howshares will be voted in the absence of instructions by the shareholder, suchshares shall be deemed to be represented at the meeting.
2. In all matters, every decision of a majority of shares entitled tovote on the subject matter and represented in person or by proxy at a meetingat which a quorum is present shall be valid as an act of the shareholders,unless a larger vote is required by this chapter, the bylaws, or the articlesof incorporation, provided that in the case of cumulative voting in theelection of directors pursuant to subsection 3 of section 351.245, directorsshall be elected by a plurality of the votes of the shares entitled to vote onthe election of the directors and represented in person or by proxy at ameeting at which a quorum is present. Unless otherwise provided in thearticles of incorporation or bylaws, shares represented by a proxy whichdirects that the shares abstain from voting or that a vote be withheld on amatter shall be deemed to be represented at the meeting as to such matter.Shares represented by a proxy as to which voting instructions are not given asto one or more matters to be voted on shall not be deemed to be represented atthe meeting for purposes of the vote as to such matter or matters. A proxywhich states how shares will be voted in the absence of instructions by theshareholder as to any matter shall be deemed to give voting instructions as tosuch matter.
3. Any person who represents a falsified proxy pursuant to this sectionwhich the person knows is false in any material respect shall be guilty of aninfraction.
(L. 1943 p. 410 § 34, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 180, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835)