Missouri Constitution

Article XI
Section 6

August 28, 2013

Cumulative voting authorized unless alternate method provided by law --exceptions.

Section 6. In all elections for directors or managers of any corporation, each shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of shares held by him, multiplied by the number of directors or managers to be elected, and may cast the whole number of votes, either in person or by proxy for one candidate, or distribute such votes among two or more candidates; and such directors or managers shall not be elected in any other manner unless an alternative method of electing and removing directors and managers is adopted as provided by law; provided, that this section shall not apply to cooperative associations, societies or exchanges organized under the law.

Source: Const. of 1875, Art. XII, 6.

(Amended August 2, 1988)

(1963) Provisions in articles of incorporation of general business corporations providing for the issuance of two classes of common stock, one with voting rights and one without, were not invalid as being in violation of this section or against public policy. Shapiro v. Tropicana Lanes, Inc. (Mo.), 371 S.W.2d 237.

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