Corporate Board Meeting and Written-Consent Requirements in Missouri

At a glance

Requirements one by one

Mo. Rev. Stat. § 351.310 places the corporation's property and business under the control and management of its board. The procedural rules below govern how that board or one of its committees acts; they do not replace a separate approval rule for the transaction being considered.

The bylaws carry most meeting-call and notice detail

Mo. Rev. Stat. § 351.340 makes the bylaws the source for whether regular board meetings use notice and what notice special meetings receive. Chapter 351 does not supply a fallback number of days, delivery method, default caller, or general adjournment procedure for these meetings. Those omissions make the current bylaws and prior valid board resolutions essential rather than optional background.

The statute excuses a notice or waiver from stating the business or purpose of a regular meeting. It does not extend that sentence to special meetings. A director can sign a written waiver before or after the meeting under § 351.655, and attendance waives notice unless the director attends expressly to object that the meeting was not lawfully called or convened.

Remote attendance is a meeting only when everyone can hear everyone else

Unless the articles or bylaws provide otherwise, § 351.335 permits a board or committee meeting anywhere inside or outside Missouri and permits conference telephone or similar participation when all participants can hear each other. That participation counts as presence in person. A sequence of emails that does not provide simultaneous hearing should use the separate unanimous-consent route rather than be labeled a remote meeting.

Full-board quorum and present-director voting are separate counts

Under § 351.325, a majority of the full board is the default quorum, and the articles or bylaws may require a greater number but not a smaller one. Once that quorum is present, a majority of the directors present ordinarily acts, again subject to a greater governing-document requirement. For a five-seat full board, that means three directors are needed for quorum; if all three attend, two affirmative votes ordinarily act.

Mo. Rev. Stat. § 351.315 permits articles to give directors elected by a class or series more or less than one vote. The statutory proportions then measure voting power, not simply headcount. Chapter 351 does not add the model-act rule that a director present is presumed to assent unless a dissent or abstention is recorded.

The vacancy exception does not lower the ordinary quorum

Mo. Rev. Stat. § 351.320 permits a majority of directors then in office to fill a board vacancy or new directorship even when they are fewer than a quorum, and it lets a sole remaining director do so. That is a targeted vacancy-filling rule. It does not convert a reduced group into a quorum for unrelated corporate business.

Action without a meeting is unanimous and must enter the minutes

Section 351.340 requires every member of the board or committee to consent to the stated action in writing or by electronic transmission. If one member does not consent, the default no-meeting route is unavailable even if the same action could have passed by majority vote at a meeting.

The electronic transmission must be suitable for retention, retrieval, and reproduction under § 351.245. The secretary must file all paper or electronic consents with the applicable minutes, using paper when the minutes are on paper and electronic form when the minutes are electronic. The section does not state a collection period, delivery address, advance revocation rule, future-effective mechanism, or later notice procedure for nonconsenting directors because its default threshold leaves no nonconsenting member.

A committee requires bylaw authority and at least two directors

If the bylaws authorize committees, § 351.330 lets a majority of the whole board adopt a resolution designating at least two directors. The committee may exercise the board authority assigned by that resolution or the bylaws, but the delegation does not relieve the board or a director of responsibility imposed by Chapter 351. Sections 351.335 and 351.340 extend the remote-meeting and unanimous-consent routes to board committees.

Minutes and consents are different records that stay together

Mo. Rev. Stat. § 351.215 requires correct and complete minutes of board proceedings. Section 351.340 separately requires the secretary to place board and committee consents with their minutes in the matching paper or electronic form. The current chapter does not supply a general defective-corporate-action ratification procedure, so later documentation should not be assumed to cure an invalid call, quorum, vote, or consent.

What trips people up

Missouri's statute does not provide the familiar two-day special-meeting notice default found in many model-act states. A notice copied from another state's form may therefore answer a question Missouri leaves to the corporation's own bylaws.

The quorum denominator is the full board, not merely the directors who happen to be serving after vacancies. The special power of fewer directors to fill a vacancy should not be reused to approve ordinary business.

A unanimous electronic consent is not a casual email poll. It must set forth the action, include every board or committee member's consent, use a retainable electronic transmission, and be filed by the secretary with the minutes.

Common questions

Can any Missouri director call a special meeting?

Chapter 351 does not name a default individual caller for an ordinary board special meeting. Check the bylaws and any valid prior board resolution that assigns caller authority.

Does a remote participant count toward quorum?

Yes, when the articles and bylaws do not bar the method and the communications equipment lets all participants hear one another. Section 351.335 then treats the participant as present in person.

Can a Missouri board approve action by majority email consent?

Not under the default § 351.340 route. Every board member must consent in writing or by electronic transmission. A majority may act at a properly conducted meeting when quorum and any greater governing-document threshold are satisfied.

Does proper board procedure prove the transaction itself is valid?

No. Meeting, quorum, vote, waiver, and consent rules address procedure. The particular transaction may carry separate shareholder-approval, conflict, fiduciary, filing, lender, securities, tax, or regulatory requirements.

Statutes and sources

• Mo. Rev. Stat. §§ 351.020, 351.310, 351.315, 351.320, 351.325, 351.330, 351.335, 351.340, 351.245, 351.655, and 351.215 — official Missouri Revisor text quoted in the frontmatter above, accessed August 15, 2026.