1. The members may, without cause, remove one or more directors elected by them.

2. If a director is elected by a class, chapter or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.

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Terms Used In Missouri Laws 355.346

  • articles: amended and restated articles of incorporation and articles of merger. See Missouri Laws 355.066
  • board of directors: the board of directors except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to section 355. See Missouri Laws 355.066
  • Bylaws: the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. See Missouri Laws 355.066
  • Class: a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. See Missouri Laws 355.066
  • Directors: individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Missouri Laws 355.066
  • State: when referring to a part of the United States, includes a state or commonwealth, and its agencies and governmental subdivisions, and any territory or insular possession, and its agencies and governmental subdivisions, of the United States. See Missouri Laws 355.066
  • Vote: includes authorization by written ballot and written consent. See Missouri Laws 355.066

3. Except as provided in subsection 9 of this section, a director may be removed under subsection 1 of this section or subsection 2 of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director’s removal.

5. A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

6. In computing whether a director is protected from removal under subsection 2, 3 or 4 of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director’s election.

7. An entire board of directors may be removed under the provisions of subsections 1 to 5 of this section.

8. A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws; but a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.

9. If, at the beginning of a director’s term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.