Missouri: Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements

Requirements one by one

Under § 351.020, Chapter 351 supplies the ordinary Missouri for-profit
corporation rules used below.

Annual and special meetings use different sources of authority

Under § 351.225, the annual meeting is a director-election meeting on the
day fixed in the bylaws. If the bylaws are silent, the fallback is the second
Monday in January. Missing the designated time does not cause forfeiture or
dissolution, but the section does not supply a shareholder court-order route.

The same section permits special meetings called by the board or a person
authorized in the articles or bylaws. It gives shareholders no default
percentage-demand route. Under § 351.235, the president, secretary,
other officer, or caller to convene the meeting through the statutory notice.

Remote participation is board-authorized and safeguard-dependent

Under § 351.225(1), the board may authorize shareholders and proxyholders to
participate remotely at a physical or remote-only meeting. The corporation must
use reasonable measures to verify shareholder or proxyholder status, give a
reasonable opportunity to participate and vote, allow the proceeding to be read
or heard substantially concurrently, and maintain a record of remote votes and
other action. A qualifying participant is deemed present in person.

Notice, waiver, adjournment, and postponement

Under § 351.230, written or printed notice is required 10 to 70 days before the
meeting. Retainable electronic transmission counts as written notice. The notice
states place, day, and hour, and a special notice states purpose. Mailed notice
is delivered on prepaid deposit to the record address. Attendance waives a
defect unless the holder attends expressly to object that the meeting was not
lawfully called or convened. A signed written waiver works before or after the
stated time under § 351.655.

Missouri expressly distinguishes changes after and before convening. Under §
351.268, an announced adjournment may move successively to a specified date up
to 90 days later without new notice; moving more than 90 days or fixing a new
record date requires notice. Before convening, the board may successively
postpone up to 90 days unless the bylaws say otherwise, but must notify entitled
record holders of the new date and place. The section permits defined public
notice, including an SEC-filed public document, but that public-company method
does not erase other applicable federal rules.

Record date and voting list

Under § 351.250, the board may close the transfer books or fix a record date
no more than 70 days before the meeting. Without either action, the default is
close of business on the 20th day before the meeting. That date carries to an
adjournment or postponement. If every record holder at convening signs and
delivers a pre-meeting waiver, the holders of record when the meeting convenes
instead determine the vote.

Under § 351.255, the transfer-book officer prepares an alphabetical list with
addresses and shares at least 10 days before the meeting, keeps it at the
registered office during that period, and produces it throughout the meeting.
A defect does not invalidate action, but the officer may owe resulting damages.
The section does not add an electronic-network alternative for a remote-only
meeting, so the statutory registered-office and meeting-access text still needs
to be reconciled with the selected meeting method.

Proxies

Under § 351.245, a shareholder or attorney-in-fact may sign a writing,
including by facsimile signature, or authorize a telegram, cablegram, facsimile,
electronic, or telephone transmission. A transmission must supply information
showing shareholder authority, and the vote inspectors or other validators must
identify what they relied on.

A proxy expires after 11 months unless it states otherwise. Irrevocability
requires express irrevocable language and a legally sufficient coupled
interest, and lasts only while that interest continues. The surveyed section
does not separately state when an ordinary proxy becomes effective, how an
ordinary revocable proxy is withdrawn, or how death or incapacity affects it.

Quorum, voting, adjournment, and director elections

Under § 351.265, a majority of outstanding shares entitled to vote is the
default quorum and an absolute statutory floor; the governing documents cannot
reduce it. Abstention and withhold proxies count for quorum, and holders below
quorum may adjourn under § 351.268.

With quorum, ordinary action requires a majority of shares entitled on the
matter and represented, not merely a plurality of votes actually cast. An
abstention proxy ordinarily remains represented on the matter, while a proxy
without instructions on that matter ordinarily does not. Chapter 351, the
articles, or a shareholder-adopted bylaw may require a greater vote (§ 351.270).

Directors are elected by plurality. Under § 351.245(3), cumulative voting is
the default unless the articles or bylaws provide otherwise: votes equal shares'
votes multiplied by directors to elect and may be concentrated or distributed.

Written consent

Under § 351.273, consents in writing must be signed by every shareholder
entitled to vote on the matter. The consent must state the action, has the force
of a unanimous meeting vote, and is filed by the secretary with shareholder
minutes. Under § 351.215, the corporation separately keeps correct and complete shareholder
minutes and grants holders access to corporate books at proper times under
bylaw-prescribed regulations. Section 351.273 does not provide a nonunanimous route or separately state
an electronic-consent method, signature date, delivery address, collection
period, revocation, future or delayed effect, or notice to holders after action.

What trips people up

The January fallback is real. If the bylaws do not fix the annual meeting
day, § 351.225 selects the second Monday in January; generic bylaws that omit a
date do not leave timing wholly open.

There is no default shareholder demand percentage. Ownership alone does not
call a Missouri special meeting. The board or a person authorized in the
articles or bylaws must call it.

Quorum cannot be lowered below a majority. Section 351.265 starts with a
governing-document variation clause but immediately makes majority of
outstanding shares entitled to vote the minimum.

Cumulative voting is opt-out, not opt-in. Missouri's ordinary rule permits
it unless the articles or bylaws provide otherwise.

Common questions

How much notice is required? Ten to 70 days, with place, day, and hour; a
special meeting notice also states purpose (§ 351.230).

May a Missouri shareholder attend remotely? Yes, when the board authorizes
the method and the corporation meets the identity, access, voting, and record
safeguards in § 351.225.

How long does a proxy last? Eleven months unless the proxy states another
term (§ 351.245).

Can a majority act by written consent? No. Section 351.273 requires every
shareholder entitled to vote on the matter to sign.

Statutes and sources

• Mo. Rev. Stat. §§ 351.020, 351.215, 351.225, 351.230, 351.235, 351.245,
  351.250, 351.255, 351.265, 351.268, 351.270, 351.273, and 351.655 — current
  official Missouri Revisor text quoted above, accessed 2026-08-22.