351.323. Provisional director appointed by court, when--qualifications, compensation, powers, removal.
Provisional director appointed by court, when--qualifications,compensation, powers, removal.
351.323. 1. If a corporation has an even number of directors who areequally divided and cannot agree as to the management of its affairs, sothat its business can no longer be conducted to advantage or so that thereis danger that its property and business will be impaired and lost, thecircuit court of the county where the principal office of the corporationis located may, notwithstanding any provisions of the articles or bylaws ofthe corporation and whether or not an action is pending for an involuntarywinding up or dissolution of the corporation, appoint a provisionaldirector pursuant to this section. Action for the appointment may be filedby one-half of the directors or by the holders of not less thanthirty-three and one-third percent of the outstanding shares.
2. The provisional director shall be an impartial person, who isneither a shareholder nor a creditor of the corporation, nor related byconsanguinity or affinity within the third degree to any of the otherdirectors or officers of the corporation, or to any judge of the court bywhich he is appointed. The provisional director shall have all the rightsand powers of a director, and shall be entitled to notice of the meetingsof the board of directors and to vote at such meetings, until the deadlockin the board of directors is broken or until he is removed by order of thecourt or by vote or written consent of the holders of a majority of thevoting shares. He shall be entitled to receive such compensation as may beagreed upon between him and the corporation, and in the absence of suchagreement he shall be entitled to such compensation as shall be fixed bythe court. The court shall remove such provisional director upon therequest of one-half of the other directors or by the holders of not lessthan thirty-three and one-third percent of the outstanding shares if suchprovisional director has served for three or more years and the deadlock inthe board of directors has not been broken.
3. The shareholders or directors of a corporation, and suchcorporation, shall be considered to be deadlocked within the meaning ofsection 351.494 and any and all other provisions of this chapter,notwithstanding the appointment of a provisional director pursuant to thissection, if such shareholders, directors or corporation would otherwise bedeadlocked but for the appointment of such director.
(L. 1959 H.B. 88, A.L. 1997 S.B. 197, A.L. 1999 S.B. 278)