Corporate Bylaws - Missouri

BYLAWS OF [____________________], a Missouri corporation

A for-profit corporation organized under the Missouri General and Business Corporation Law, Mo. Rev. Stat. ch. 351 (the "Law").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Missouri, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Office and Registered Agent. Pursuant to Mo. Rev. Stat. § 351.370, the corporation shall continuously maintain in Missouri a registered office and a registered agent whose business office is identical with the registered office. The registered office is located at [____________________], and the registered agent is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement with the Missouri Secretary of State, as provided in Mo. Rev. Stat. § 351.375.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to Mo. Rev. Stat. § 351.225, meetings of shareholders shall be held at the time and place prescribed by these Bylaws. The annual meeting of shareholders shall be held on [____________________], or on such other date and at such time as the Board may fix, for the election of directors and the transaction of such other business as may properly come before the meeting. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action; if an annual meeting is not held within the time stated by the Law or these Bylaws, a shareholder or director may demand a meeting in the manner provided by the Law.

Section 2.2 Special Meetings. Special meetings of shareholders may be called by the Board, by the Chair of the Board, by the President, or by such other officers or persons as may be authorized in the Articles or these Bylaws, or by the holders of not less than [one-fifth (1/5)] of all the outstanding shares entitled to vote at the meeting, as provided in the Articles or these Bylaws consistent with Mo. Rev. Stat. § 351.225. Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings. Meetings of shareholders may be held at the principal office of the corporation or at such other place, within or without the State of Missouri, as may be designated by the Board or fixed in accordance with these Bylaws. Shareholders may participate in a meeting by means of remote communication to the extent authorized by the Board and permitted by the Law.

Section 2.4 Notice of Meetings. Pursuant to Mo. Rev. Stat. § 351.230, written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be given not less than ten (10) nor more than seventy (70) days before the date of the meeting (or such other period within the limits permitted by the Articles or the Law) to each shareholder of record entitled to vote at the meeting. Notice may be given in person, by mail, or by electronic transmission to the extent permitted by the Law.

Section 2.5 Waiver of Notice. Pursuant to Mo. Rev. Stat. § 351.655, a shareholder may waive any notice required by the Law, the Articles, or these Bylaws, before or after the time stated in the notice, by a signed written waiver. Attendance at a meeting constitutes a waiver of notice of the meeting, except where the shareholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

Section 2.6 Closing of Transfer Books or Fixing Record Date. Pursuant to Mo. Rev. Stat. § 351.250, for the purpose of determining shareholders entitled to notice of and to vote at a meeting, or entitled to receive a distribution, the Board may fix a record date (not more than seventy (70) days nor, for a meeting, fewer than ten (10) days before the meeting), or may close the share transfer books for the period provided by that section. If the Board does not fix a record date or close the transfer books, the record date is determined as provided in the Law.

Section 2.7 Shareholders' List. Pursuant to Mo. Rev. Stat. § 351.255, the officer or agent having charge of the share transfer books shall prepare and make available a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and number of shares held by each, as provided in that section.

Section 2.8 Quorum. Pursuant to Mo. Rev. Stat. § 351.265, unless a greater proportion is required by the Articles or the Law, a majority of the outstanding shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter is the act of the shareholders, unless the vote of a greater number is required by the Law, the Articles, or these Bylaws. Where a separate vote by class is required, a majority of the outstanding shares of that class constitutes a quorum of that class.

Section 2.9 Adjournment for Lack of Quorum. Pursuant to Mo. Rev. Stat. § 351.268, if a quorum is not present, the shareholders present may adjourn the meeting; at any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting. The terms "postponement" and "adjournment" have the meanings given in that section.

Section 2.10 Voting of Shares. Pursuant to Mo. Rev. Stat. § 351.245, each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided in the Articles. A shareholder may vote in person or by proxy.

Section 2.11 Cumulative Voting in Election of Directors. At each election of directors, every shareholder entitled to vote has the right to cumulate the shareholder's votes as provided by Article XI, Section 6 of the Missouri Constitution and Mo. Rev. Stat. § 351.245, by giving one candidate as many votes as equals the number of directors to be elected multiplied by the number of the shareholder's shares, or by distributing those votes on the same principle among any number of candidates, in the manner and to the extent provided by the Law and the Articles.

Section 2.12 Proxies. Pursuant to Mo. Rev. Stat. § 351.245, a shareholder may vote by proxy executed in writing by the shareholder or by the shareholder's duly authorized attorney-in-fact, or by an authorized electronic transmission. No proxy is valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

Section 2.13 Greater Vote Required by Bylaws. Pursuant to Mo. Rev. Stat. § 351.270, these Bylaws may require, for any corporate action, the vote or concurrence of a greater proportion of the shares, or of the shares of any class or series, than is required by the Law.

Section 2.14 Action Without a Meeting. Pursuant to Mo. Rev. Stat. § 351.273, any action that may be taken at a meeting of shareholders may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the shareholders entitled to vote with respect to the subject matter, or, if the Articles so provide, by the holders of shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted, with the notice required by that section given to nonconsenting shareholders.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Mo. Rev. Stat. § 351.310, the business and affairs of the corporation shall be managed by or under the authority of the Board, except as otherwise provided in the Articles or the Law. Directors need not be shareholders or residents of Missouri unless the Articles or these Bylaws so require.

Section 3.2 Number, Election, and Term. Pursuant to Mo. Rev. Stat. § 351.315, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed in accordance with the Articles or these Bylaws. Directors may be elected for terms of one or more years, not to exceed three years, with the time of service and mode of classification (if any) provided in the Articles or these Bylaws; if terms are classified, there shall be an annual election for the appropriate number or proportion of directors. At the first annual meeting and at each annual meeting thereafter, the shareholders entitled to vote shall elect directors, each of whom holds office for the term for which elected and until a successor is elected and qualified.

Section 3.3 Removal. Pursuant to Mo. Rev. Stat. § 351.315(3) and § 351.317, at a meeting called expressly for that purpose one or more directors or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors, unless the Articles or these Bylaws provide otherwise. If cumulative voting applies and less than the entire Board is to be removed, no one director may be removed if the votes cast against removal would be sufficient to elect that director if then cumulatively voted at an election of the entire Board (or of the relevant class). Directors elected by the holders of a class of shares may be removed only by the vote of that class, as provided in that section.

Section 3.4 Resignation. A director may resign at any time by giving written notice to the corporation. A resignation is effective when the notice is delivered unless it specifies a later effective time.

Section 3.5 Vacancies. Pursuant to Mo. Rev. Stat. § 351.320, unless otherwise provided in the Articles or these Bylaws, a vacancy on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board, or by a sole remaining director. A director elected to fill a vacancy holds office until the next election of directors by the shareholders, as provided by the Law and the Articles.

Section 3.6 Provisional Director. A court may appoint a provisional director in the circumstances and subject to the procedures of Mo. Rev. Stat. § 351.323.

Section 3.7 Board Meetings. Pursuant to Mo. Rev. Stat. §§ 351.335 and 351.340, meetings of the Board, regular or special, may be held within or without the State of Missouri. Unless the Articles or these Bylaws provide otherwise, members of the Board or of a committee may participate in a meeting by means of conference telephone or other communications equipment by which all persons participating can hear each other; participation by such means constitutes presence in person at the meeting.

Section 3.8 Notice of Meetings. Regular meetings of the Board may be held without notice if the time and place are fixed by these Bylaws or by Board resolution. Special meetings of the Board shall be held upon at least [two (2)] days' notice of the date, time, and place, given to each director by a means permitted by these Bylaws and the Law; the notice need not state the purpose of the meeting unless required by the Articles or these Bylaws. A director may waive notice under Mo. Rev. Stat. § 351.655, and attendance at a meeting constitutes a waiver of notice except where the director attends for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened.

Section 3.9 Quorum and Voting. Pursuant to Mo. Rev. Stat. § 351.325, unless a greater number is required by the Articles or these Bylaws, a majority of the full Board constitutes a quorum for the transaction of business, and the act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board, unless the act of a greater number is required by the Law, the Articles, or these Bylaws. The Articles or these Bylaws may authorize a quorum of fewer than a majority but not fewer than the minimum permitted by that section.

Section 3.10 Action Without a Meeting. Pursuant to Mo. Rev. Stat. § 351.340, unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at a meeting of the Board or of a committee may be taken without a meeting if all members of the Board or committee consent in writing (or by electronic transmission, to the extent permitted by that section) to the action, and the writings or transmissions are filed with the minutes of the proceedings.

Section 3.11 Compensation. Pursuant to Mo. Rev. Stat. § 351.310, the Board may fix the compensation of directors and provide for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 3.12 Standard of Conduct; Liability. Each director shall perform the duties of a director in good faith and in the manner the director reasonably believes to be in the best interests of the corporation. Director liability is governed by Mo. Rev. Stat. § 351.345, and any conflict-of-interest transaction is governed by Mo. Rev. Stat. § 351.327.

ARTICLE IV — COMMITTEES

Section 4.1 Committees of the Board. Pursuant to Mo. Rev. Stat. § 351.330, the Board, by resolution adopted by a majority of the full Board, may designate one or more committees, each consisting of two (2) or more directors, which to the extent provided in the resolution, the Articles, or these Bylaws shall have and exercise the authority of the Board in the management of the corporation, except as limited by the Law.

Section 4.2 Limitations on Committee Authority. A committee may not take any action that the Law reserves to the full Board or to the shareholders, and may not exercise authority withheld by the resolution creating it, the Articles, or these Bylaws. The designation of a committee and the delegation of authority do not relieve any director of the duties imposed by the Law.

Section 4.3 Committee Procedures. The provisions of the Law and these Bylaws governing notice, quorum, voting, and action without a meeting of the Board apply to committees and their members, except as the Board may otherwise provide consistent with the Law.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Mo. Rev. Stat. § 351.360, the officers of the corporation shall consist of such officers as are provided in these Bylaws or appointed by the Board, which shall include a President and a Secretary, and may include a Chair of the Board, one or more Vice Presidents, a Treasurer, and such other officers and assistant officers as the Board deems necessary. Any two or more offices may be held by the same person, except as the Law may provide otherwise.

Section 5.2 Appointment and Term. Officers are elected or appointed by the Board (or, to the extent authorized by the Board, by a duly appointed officer). Each officer holds office until a successor is elected or appointed and qualifies or until the officer's earlier resignation or removal.

Section 5.3 Removal. Pursuant to Mo. Rev. Stat. § 351.365, any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal is without prejudice to the contract rights, if any, of the person removed.

Section 5.4 President. The President shall be the principal executive officer of the corporation (unless the Board designates the Chair of the Board or another officer as principal executive officer) and shall, subject to the Board's control, generally supervise and control the business and affairs of the corporation, preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the Law, the Articles, and these Bylaws; (c) be custodian of the corporate records and of the seal, if any; (d) keep or cause to be kept a register of the post office address of each shareholder; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer shall be the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation, depositing such moneys in depositories selected by the Board; (c) keep correct and complete books and records of account; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties of Officers Generally. Each officer shall have such authority and perform such duties as are set forth in these Bylaws or as may be prescribed by the Board or by an officer authorized by the Board, consistent with Mo. Rev. Stat. § 351.360.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. Pursuant to Mo. Rev. Stat. §§ 351.160, 351.180, and 351.185, the Board may authorize the issuance of shares for the consideration permitted by the Law and the Articles, up to the number of shares authorized in the Articles.

Section 6.2 Share Certificates. Pursuant to Mo. Rev. Stat. § 351.295, the shares of the corporation may be represented by certificates or may be uncertificated. If certificated, each certificate shall be signed by the officers designated by the Board (or in these Bylaws) and shall state on its face the name of the corporation, that it is organized under the laws of Missouri, the name of the person to whom issued, and the number and class (and series, if any) of shares represented, together with the other information required by that section.

Section 6.3 Uncertificated Shares. The Board may provide by resolution that some or all of any or all classes or series of shares be uncertificated. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder the written statement required by the Law.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restriction noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of its shares to the extent permitted by the Law, provided that any such restriction is noted conspicuously on the certificate or, for uncertificated shares, in the information statement, or the transferee has actual knowledge of the restriction.

Section 6.6 Preemptive Rights. Pursuant to Mo. Rev. Stat. § 351.305, the preemptive rights (if any) of shareholders to acquire additional or treasury shares of the corporation shall be as limited or denied in, or otherwise provided by, the Articles, consistent with that section.

Section 6.7 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Indemnification — Third-Party Proceedings. Pursuant to Mo. Rev. Stat. § 351.355(1), the corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the corporation's request as a director, officer, employee, or agent of another enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with the proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, create a presumption that the person did not meet this standard.

Section 7.2 Indemnification — Derivative Proceedings. Pursuant to Mo. Rev. Stat. § 351.355(2), the corporation may indemnify any such person who is or was a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation by reason of such position, against expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue, or matter as to which the person has been adjudged liable for negligence or misconduct in the performance of the person's duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines that, despite the adjudication of liability and in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for the expenses the court deems proper.

Section 7.3 Mandatory Indemnification for Success. Pursuant to Mo. Rev. Stat. § 351.355(3), except as otherwise provided in the Articles or these Bylaws, to the extent that a director, officer, employee, or agent has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Sections 7.1 and 7.2, or in the defense of any claim, issue, or matter therein, the person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

Section 7.4 Determination of Authorization. Pursuant to Mo. Rev. Stat. § 351.355(4), any indemnification under Sections 7.1 and 7.2 (unless ordered by a court) shall be made only as authorized in the specific case upon a determination that indemnification is proper because the person met the applicable standard of conduct. The determination shall be made (a) by the Board by a majority vote of a quorum consisting of directors who were not parties to the proceeding; (b) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the shareholders.

Section 7.5 Advance of Expenses. Pursuant to Mo. Rev. Stat. § 351.355(5), expenses incurred in defending any proceeding may be paid by the corporation in advance of final disposition as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay the amount advanced unless it is ultimately determined that the person is entitled to be indemnified by the corporation as authorized in that section.

Section 7.6 Non-Exclusivity; Continuation. Pursuant to Mo. Rev. Stat. § 351.355(6), the indemnification provided by this Article is not exclusive of any other rights to which a person seeking indemnification may be entitled under the Articles, these Bylaws, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding office, and continues as to a person who has ceased to be a director, officer, employee, or agent and inures to the benefit of the person's heirs, executors, and administrators.

Section 7.7 Further Indemnity. Pursuant to Mo. Rev. Stat. § 351.355(7), the corporation may give further indemnity, in addition to that authorized by the other subsections of that section, to any director, officer, employee, or agent, provided the further indemnity is authorized, directed, or provided for in the Articles (or a duly adopted amendment) or in a bylaw or agreement adopted by a vote of the shareholders, and provided that no such indemnity shall indemnify any person from or on account of conduct finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct.

Section 7.8 Insurance and Other Arrangements. Pursuant to Mo. Rev. Stat. § 351.355(8), the corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the corporation's request in such a capacity for another enterprise, against any liability asserted against and incurred by the person in any such capacity, whether or not the corporation would have the power to indemnify the person against that liability under that section.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Dividends. Pursuant to Mo. Rev. Stat. § 351.220, the Board may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by the Law and the Articles, subject to the restrictions of that section and § 351.210 (paid-in surplus).

Section 8.2 Limitations. No dividend or other distribution shall be declared or paid in violation of the Law or the Articles, including the restrictions in Mo. Rev. Stat. § 351.220 limiting the sources from which dividends may be paid and prohibiting distributions that would render the corporation insolvent or impair its capital, except as expressly permitted by the Law.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to receive a distribution in accordance with Mo. Rev. Stat. § 351.250.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Books and Records. Pursuant to Mo. Rev. Stat. § 351.215, the corporation shall keep correct and complete books and records of account, minutes of the proceedings of its shareholders and Board, and a record of its shareholders giving the names and addresses of all shareholders and the number and class of shares held by each. The corporation may maintain its records in any form capable of conversion into written form within a reasonable time.

Section 9.2 Shareholder Inspection Rights. Pursuant to Mo. Rev. Stat. § 351.215, a shareholder, upon written demand stating a proper purpose, has the right to examine, in person or by agent or attorney, at any reasonable time, the corporation's relevant books and records of account, minutes, and record of shareholders, and to make extracts therefrom, subject to the conditions, limitations, and penalties of that section.

Section 9.3 Corporate Registration Report. Pursuant to Mo. Rev. Stat. § 351.120 (and, for biennial filers, § 351.122), the corporation shall file the corporate registration report with the Missouri Secretary of State as and when required, and shall maintain a copy with its corporate records.

Section 9.4 Financial Information. The corporation shall furnish shareholders such financial information as may be required by the Law or as the Board may determine.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Conflict with Articles or Law. In the event of any conflict between these Bylaws and the Articles or the Law, the Articles or the Law, as applicable, shall control. Pursuant to Mo. Rev. Stat. § 351.290(1), these Bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with the Law or the Articles.

Section 10.4 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Power to Amend. Pursuant to Mo. Rev. Stat. § 351.290(1), the power to make, alter, amend, or repeal these Bylaws is vested in the shareholders, unless and to the extent that such power is vested in the Board by the Articles; provided, however, that the original (initial) Bylaws of the corporation may be adopted by the directors.

Section 11.2 Limitations. These Bylaws may not contain any provision inconsistent with the Law or the Articles. Any amendment must be adopted in the manner required by the Law and the Articles.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to Mo. Rev. Stat. § 351.290(2), the Board may adopt emergency bylaws, subject to repeal or change by action of the shareholders or directors as provided in the Articles, which shall (notwithstanding any different provision elsewhere in the Law, the Articles, or these Bylaws) be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that is practical and necessary for the circumstances of the emergency, including provisions that: (a) a meeting of the Board may be called by any officer or director in the manner and under the conditions prescribed in the emergency bylaws; (b) the director or directors in attendance, or any greater number fixed by the emergency bylaws, constitute a quorum; and (c) officers or other persons designated on a list approved by the Board before the emergency, in the order of priority and subject to the conditions provided, shall, to the extent required to provide a quorum, be deemed directors for the meeting.

Section 12.2 Lines of Succession; Offices. Pursuant to Mo. Rev. Stat. § 351.290(3) and (4), the Board, before or during an emergency, may provide and modify lines of succession in the event officers or agents are rendered incapable of discharging their duties, and may change the head office or designate alternative head or regional offices, or authorize the officers to do so.

Section 12.3 Notice and Quorum During Emergency. Pursuant to Mo. Rev. Stat. § 351.290(7) and (8), unless otherwise provided in emergency bylaws, notice of a Board meeting during an emergency may be given only to such directors as it is feasible to reach and by such means as are feasible at the time, including publication or radio; and, to the extent required to constitute a quorum, the officers of the corporation who are present shall, in order of rank and within the same rank in order of seniority, be deemed directors for the meeting.

Section 12.4 Liability; Effect. Pursuant to Mo. Rev. Stat. § 351.290(5) and (6), no officer, director, or employee acting in accordance with any emergency bylaws is liable except for willful misconduct; and, to the extent not inconsistent with the emergency bylaws so adopted, these regular Bylaws remain in effect during the emergency and, upon its termination, the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Missouri corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the initial directors / the shareholders] pursuant to Mo. Rev. Stat. §§ 351.080 and 351.290 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Missouri General and Business Corporation Law, Mo. Rev. Stat. ch. 351
• Mo. Rev. Stat. § 351.080 (first meeting and organization of board); § 351.290 (bylaws, how adopted and amended; emergency bylaws)
• Mo. Rev. Stat. § 351.120 / § 351.122 (corporate registration report); §§ 351.370 to 351.376 (registered office and registered agent)
• Mo. Rev. Stat. § 351.215 (books and records; shareholder inspection); § 351.655 (waiver of notice)
• Mo. Rev. Stat. §§ 351.160 to 351.305 (shares; consideration; issuance; certificates (§ 351.295); preemptive rights (§ 351.305))
• Mo. Rev. Stat. § 351.210 (paid-in surplus); § 351.220 (payment of dividends); § 351.250 (record date / closing transfer books)
• Mo. Rev. Stat. §§ 351.225 to 351.273 (shareholders' meetings; notice (§ 351.230); voting and proxies (§ 351.245); shareholders' list (§ 351.255); quorum (§ 351.265); adjournment (§ 351.268); greater vote (§ 351.270); action without meeting (§ 351.273))
• Mo. Rev. Stat. §§ 351.310 to 351.345 (board powers (§ 351.310); number/election/removal (§ 351.315); removal (§ 351.317); vacancies (§ 351.320); provisional director (§ 351.323); quorum (§ 351.325); conflict of interest (§ 351.327); committees (§ 351.330); board meetings (§§ 351.335, 351.340); director liability (§ 351.345))
• Mo. Rev. Stat. § 351.355 (indemnification of officers, directors, employees, and agents — third-party (1) and derivative (2) proceedings; mandatory indemnification for success (3); determination (4); advance of expenses with undertaking (5); non-exclusivity (6); further indemnity (7); insurance (8))
• Mo. Rev. Stat. §§ 351.360 to 351.365 (officers; removal of officers)
• Mo. Const. Art. XI, § 6 (cumulative voting)