351.805. Elimination of board of directors.
Elimination of board of directors.
351.805. 1. A statutory close corporation may operatewithout a board of directors if its articles of incorporationcontain a statement to that effect.
2. An amendment to articles of incorporation eliminating aboard of directors shall be approved by all the shareholders ofthe corporation, whether or not otherwise entitled to vote onamendments, or if no shares have been issued, by all thesubscribers for shares, if any, or if none, by all theincorporators.
3. While a corporation is operating without a board ofdirectors as authorized by subsection 1 of this section:
(1) All corporate powers shall be exercised by or under theauthority of, and the business and affairs of the corporationmanaged under the direction of, the shareholders;
(2) Unless the articles of incorporation provide otherwise,action requiring director approval or both director andshareholder approval is authorized if approved by theshareholders, and action requiring a majority or greaterpercentage vote of the board of directors is authorized ifapproved by the majority or greater percentage of the votes ofshareholders entitled to vote on the action;
(3) A shareholder is not liable for his act or omission,although a director would be, unless the shareholder wasentitled to vote on the action;
(4) A requirement by a state or the United States that adocument delivered for filing contained a statement thatspecified action has been taken by the board of directors issatisfied by a statement that a corporation is a statutory closecorporation without a board of directors and that the action wasapproved by the shareholders;
(5) The shareholders by resolution may appoint one or moreshareholders to sign documents as "designated directors".
4. An amendment to articles of incorporation deleting thestatement eliminating a board of directors shall be approved bythe holders of at least two-thirds of the votes of each class orseries of shares of the corporation, voting as separate classesor series, whether or not otherwise entitled to vote onamendments. The amendment shall also specify the number, names,and addresses of the corporation's directors or describe whowill perform the duties of a board under section 351.310.
(L. 1990 H.B. 1432)