1. Except as otherwise provided in this chapter, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.

2. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles or bylaws require the vote of a greater number of directors.

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Terms Used In Missouri Laws 355.401

  • 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
  • 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
  • Quorum: The number of legislators that must be present to do business.
  • Vote: includes authorization by written ballot and written consent. See Missouri Laws 355.066