SF 2339 — A bill for an act providing for corporations, providing for certain fees, and including effective date provisions. (Formerly SSB 3175.)

$ __100 z.

Notice of termination of registration ..................

No fee LSBaa. 5044SV (1) 88 -5- da/jh 5/261 S.F.

2339 aa.

Biennial report ...............................

$ __ ab.

$ __5 ac.ab.

$ __5 ad.ac.

Application for certificate of existence or registrationSF .........................................2339 (3) 88 -5- da/jh 5/255 S.F.

$2339 __registration.......................................... ae.

Any$ other5 documentad. required or permitted to be filed by this chapter ..........................

$Biennial __report................................ 2.

The$ secretary60 ofae. state shall collect a fee of $____ each time process is served on the secretary of state under this chapter.

Any other document required or permitted to be filed by this chapter .............................

$5 2.

The secretary of state shall collect a fee of five dollars each time process is served on the secretary of state under this chapter.

$____One dollar a page for copying.

$____Five dollars for the certificate.

If a filed document does not specify the time zone or place at which a date or time or both is to be determined, the LSBdate 5044SVor (1)time 88or -6-both da/jhat 6/261which S.F.it becomes effective shall be those prevailing at the place of filing in this state.

2339 date or time or both at which it becomes effective shall be those prevailing at the place of filing in this state.

Section 490.124, Code 2020, is amended by striking theSF section2339 and(3) inserting88 in-6- lieuda/jh thereof6/255 theS.F. following:

2339 the section and inserting in lieu thereof the following:

After filing a document, except the biennial report required by section LSB490.1622, 5044SVand (1)except as provided in section 490.503, the secretary of state shall return to the person who delivered the document for filing a copy of the document with an SF 2339 (3) 88 -7- da/jh 7/2617/255 S.F.

2339 490.1622, and except as provided in section 490.503, the secretary of state shall return to the person who delivered the document for filing a copy of the document with an acknowledgment of the date and time of filing.

If the secretary of state refuses to file a document delivered for filing, the person that delivered the document for filing may petition the district court of the county where the corporation’s principal office or, if none in this state, its registered office, is located to compel its filing.

LSBA 5044SVcertificate (1)from the secretary of state delivered with SF 2339 (3) 88 -8- da/jh 8/2618/255 S.F.

2339 A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.

That its most recent biennial report required by section 490.1622 has been filed withby the secretary of state.

That all fees, taxes, and penalties owed to this state LSBhave 5044SVbeen (1)paid, 88subject -9-to da/jhall 9/261of S.F.the following:

SF 2339 have(3) been88 paid,-9- subjectda/jh to9/255 allS.F. of the following:

2339 (1) Payment is reflected in the records of the secretary of state.

That its most recent biennial report required by section 490.1622 has been filed withby the secretary of state.

“Articles of incorporation” means the articles of incorporation described in section 490.202, all amendments to the articles of incorporation, and any other documents LSBpermitted 5044SVor (1)required to be delivered for filing by a domestic SF 2339 (3) 88 -10- da/jh 10/26110/255 S.F.

2339 permitted or required to be delivered for filing by a domestic business corporation with the secretary of state under any provision of this chapter that modify, amend, supplement, restate, or replace the articles of incorporation.

“Corporation”,“Cooperative “domesticassociation” corporation”, “business corporation”, or “domestic business corporation” means aan corporationentity forthat profit,is whichstructured isand notoperated on a foreigncooperative corporation,basis incorporatedpursuant underto this26 chapter.U.S.C.

§1381(a) and that meets the definitional requirements of an association as provided in 12 U.S.C.

§1141j(a) or 7 U.S.C.

§291.

“Deliver”“Corporation”, or“domestic “delivery”corporation”, means“business anycorporation”, methodor of“domestic deliverybusiness usedcorporation” inmeans conventionala commercialcorporation practice,for includingprofit, deliverywhich byis hand,not mail,a commercialforeign delivery,corporation, and,incorporated ifunder authorizedthis inchapter. accordance with section 490.141, by electronic transmission.

“Distribution”“Deliver” meansor a“delivery” directmeans orany indirectmethod transfer of cashdelivery orused otherin property,conventional exceptcommercial apractice, corporation’sincluding owndelivery shares, or incurrence of indebtedness by ahand, corporationmail, tocommercial ordelivery, forand, theif benefitauthorized of its shareholders in respectaccordance ofwith anysection of490.141, itsby shares.electronic transmission.

8.

“Distribution” means a direct or indirect transfer of cash or other property, except a corporation’s own shares, SF 2339 (3) 88 -11- da/jh 11/255 S.F.

2339 or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares.

a LSBdistribution 5044SVof (1)indebtedness; 88 -11- da/jh 11/261 S.F.

2339 distribution of indebtedness;

8.9.

9.

“Domestic”, with respect to an entity, means an entity governed as to its internal affairs by the law of this state.

“Effective“Domestic”, date”,with whenrespect referring to aan documententity, acceptedmeans foran filingentity bygoverned theas secretaryto ofits state,internal meansaffairs by the timelaw andof datethis determinedstate. in accordance with section 490.123.

“Electronic”“Effective meansdate”, relatingwhen referring to technologya havingdocument electrical,accepted digital,for magnetic,filing wireless,by optical,the electromagnetic,secretary orof similarstate, capabilities.means the time and date determined in accordance with section 490.123.

“Electronic“Electronic” record” means informationrelating thatto istechnology storedhaving inelectrical, andigital, electronicmagnetic, orwireless, otheroptical, nontangibleelectromagnetic, mediumor andsimilar iscapabilities. retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 490.141, subsection 10.

“Electronic record” means information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 490.141, subsection 10.

14.

14.

“Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation.

“Eligible interests”entity” means interestsa domestic or memberships.foreign SF 2339 (3) 88 -12- da/jh 12/255 S.F.

2339 unincorporated entity or a domestic or foreign nonprofit corporation.

“Employee”“Eligible includesinterests” anmeans officerinterests butor notmemberships. a director.

LSB 5044SV (1) 88 -12- da/jh 12/261 S.F.

2339 A director may accept duties that make the director also an employee.

“Employee” includes an officer but not a director.

A director may accept duties that make the director also an employee.

18.

18.

“Expenses” means reasonable expenses of any kind, including reasonable fees and expenses of counsel and experts employed by the shareholder, that are incurred in connection with a matter.

“Filing“Expenses” entity” means anreasonable unincorporatedexpenses entity,of otherany thankind, aincluding limitedreasonable liabilityfees partnership,and thatexpenses is of acounsel typeand thatexperts isemployed created by filingthe ashareholder, publicthat organicare recordincurred orin isconnection requiredwith to file a publicmatter. organic record that evidences its creation.

“Foreign”,“Filing withentity” respectmeans to an unincorporated entity, meansother anthan entitya governedlimited asliability topartnership, itsthat internalis affairsof a type that is created by thefiling a public organic lawrecord ofor is required to file a jurisdictionpublic otherorganic thanrecord thisthat state.evidences its creation.

“Foreign“Foreign”, corporation”with orrespect “foreignto businessan corporation”entity, means aan corporationentity incorporatedgoverned underas ato lawits otherinternal thanaffairs by the organic law of this state which would be a businessjurisdiction corporationother ifthan incorporated under the law of this state.

“Foreign nonprofitcorporation” or “foreign business corporation” means a corporation incorporated under a law other than the law of this state which would be a nonprofitbusiness corporation if incorporated under the law of this state.

“Foreign registrationnonprofit statement”corporation” means a corporation incorporated under a law other than the foreignlaw registrationof statementthis describedstate inwhich sectionwould 490.1503.be a nonprofit corporation if incorporated under the law of this state.

“Governmental“Foreign subdivision”registration includesstatement” anmeans authority,the city,foreign county,registration district,statement anddescribed municipality.in section 490.1503.

“Governor”“Governmental meanssubdivision” anyincludes person under whose authority the powers of an entityauthority, arecity, exercisedcounty, anddistrict, under whose direction the activities and affairsmunicipality. of the entity are managed pursuant to the organic law governing the entity and its organic rules.

“Governor” means any person under whose authority the powers of an entity are exercised and under whose direction the SF 2339 (3) 88 -13- da/jh 13/255 S.F.

2339 activities and affairs of the entity are managed pursuant to the organic law governing the entity and its organic rules.

27.

LSB 5044SV (1) 88 -13- da/jh 13/261 S.F.

2339 27.

“Individual” means a natural person.

“Individual” means a natural person.

29.

29.

“Interest holder” means a person who holds of record an interest.

“Interest holder” means a person who holds of record an interest.

31.

For purposes of paragraph “a”, except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of an eligible entitySF or2339 a(3) foreign88 corporation,-14- interestda/jh holder14/255 liabilityS.F. arises under paragraph “a”, subparagraph (1), when the corporation or eligible entity incurs the liability.

31.2339 entity or a foreign corporation, interest holder liability arises under paragraph “a”, subparagraph (1), when the corporation or eligible entity incurs the liability.

“Jurisdiction of formation” means the state or country LSB 5044SV (1) 88 -14- da/jh 14/261 S.F.

2339 the law of which includes the organic law governing a domestic or foreign corporation or eligible entity.

“Means”“Jurisdiction denotesof anformation” exhaustivemeans definition.the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity.

“Membership”“Means” meansdenotes thean rightsexhaustive ofdefinition. a member in a domestic or foreign nonprofit corporation.

“Merger”“Membership” means the rights of a transactionmember pursuantin toa sectiondomestic 490.1102.or foreign nonprofit corporation.

“Nonfiling“Merger” entity” means an unincorporated entity that is of a typetransaction thatpursuant isto notsection created490.1102. by filing a public organic record.

“Nonprofit“Nonfiling corporation”entity” or “domestic nonprofit corporation” means aan corporationunincorporated incorporatedentity underthat theis laws of thisa statetype andthat subjectis tonot thecreated provisionsby offiling chaptera 504.public organic record.

“Organic“Nonprofit law”corporation” or “domestic nonprofit corporation” means thea statutecorporation governingincorporated under the internallaws affairs of athis domesticstate orand foreignsubject businessto orthe nonprofitprovisions corporationof orchapter unincorporated504. entity.

“Organic rules”law” means the publicstatute organicgoverning recordthe andinternal privateaffairs organic rules of a domestic or foreign business or nonprofit corporation or eligibleunincorporated entity.

“Person”“Organic rules” means the public organic record and private organic rules of a persondomestic asor definedforeign incorporation sectionor 4.1.eligible entity.

“Principal“Person” office” means thea office,person inas ordefined out of this state, so designated in thesection biennial4.1. report or foreign registration statement where the principal executive offices of a domestic or foreign corporation are located.

“Principal office” means the office, in or out of this state, so designated in the biennial report required by section 490.1622 or foreign registration statement where the principal executive offices of a domestic or foreign corporation are located.

42.

(2) The rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity, are binding on all of its interest holders, and are not part of its public organicSF record,2339 if(3) any.88 -15- da/jh 15/255 S.F.

2339 organic record, if any.

42.

“Proceeding” includes a civil suit and criminal, LSB 5044SV (1) 88 -15- da/jh 15/261 S.F.

2339 administrative, and investigatory action.

“Proceeding” includes a civil suit and criminal, administrative, and investigatory action.

44.

44.45.

45.46.

46.

“Registered foreign corporation” means a foreign corporation registered to do business in the state pursuant to subchapter XV.

“Secretary”“Registered meansforeign thecorporation” corporatemeans officera toforeign whomcorporation theregistered board of directors has delegated responsibility under section 490.840, subsection 3, to maintaindo thebusiness minutesin of the meetingsstate ofpursuant theto boardsubchapter ofXV. directors and of the shareholders and for authenticating records of the corporation.

“Share“Secretary” exchange” means athe transactioncorporate pursuantofficer to whom the board of directors has delegated responsibility under section 490.1103.490.840, subsection 3, to maintain the minutes of the meetings of the board of directors and of the shareholders and for SF 2339 (3) 88 -16- da/jh 16/255 S.F.

2339 authenticating records of the corporation.

“Shareholder”“Share exchange” means a recordtransaction shareholder.pursuant to section 490.1103.

“Shares”“Shareholder” means thea unitsrecord intoshareholder. which the proprietary LSB 5044SV (1) 88 -16- da/jh 16/261 S.F.

2339 interests in a domestic or foreign corporation are divided.

“Shares” means the units into which the proprietary interests in a domestic or foreign corporation are divided.

52.

52.

“State”, when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

“Subscriber”“State”, meanswhen referring to a personpart whoof subscribesthe forUnited sharesStates, inincludes a corporation,state whetherand beforecommonwealth, orand aftertheir incorporation.agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

“Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.

55.

55.56.

(2) A series of a limited liability company or of another typeSF of2339 entity.(3) 88 -17- da/jh 17/255 S.F.

2339 type of entity.

“Unincorporated entity” includes a general partnership, LSBlimited 5044SVliability (1)company, 88limited -17-partnership, da/jhbusiness 17/261trust, S.F.joint stock association, and unincorporated nonprofit association.

2339 limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association.

56.

“United States” includes district, authority, bureau, commission, department, and any other agency of the United States.

“Unrestricted“United votingStates” trustincludes beneficialdistrict, owner”authority, means,bureau, withcommission, respectdepartment, toand any shareholderother rights,agency aof voting trust beneficial owner whose entitlement to exercise the shareholderUnited rightStates. in question is not inconsistent with the voting trust agreement.

“Unrestricted voting trust beneficial owner” means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.

59.

59.

“Voting power” means the current power to vote in the election of directors.

“Voting trustpower” beneficial owner” means anthe ownercurrent ofpower ato beneficialvote interest in shares of the corporationelection heldof indirectors. a voting trust established pursuant to section 490.730, subsection 1.

“Voting trust beneficial owner” means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to section 490.730, subsection 1.

62.

Unless otherwiseSF agreed2339 between(3) the88 sender-18- andda/jh the18/255 recipient,S.F. words in a notice or other communication under this chapter must be in English.

2339 otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English.

A notice or other communication may be given by any method of delivery, except that electronic transmissions must LSBbe 5044SVin (1)accordance 88with -18-this da/jhsection. 18/261 S.F.

2339 be in accordance with this section.

A notice or other communication to a domestic corporation or to a foreign corporation registered to do business in this state may be delivered to the corporation’s registered agent at its registered office or to the secretary at the corporation’s principal office shown in its most recent biennial report required by section 490.1622 or, in the case of a foreign corporation that has not yet delivered a biennial report, in its foreign registration statement.

provided, however, the inadvertent failure to treat such inabilitySF as2339 a(3) revocation88 shall-19- notda/jh invalidate19/255 anyS.F. meeting or other action.

2339 inability as a revocation shall not invalidate any meeting or other action.

The electronic transmission enters an information LSBprocessing 5044SVsystem (1)that 88the -19-recipient da/jhhas 19/261designated S.F.or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission.

2339 processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission.

(1) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalfSF of2339 the(3) addressee.88 -20- da/jh 20/255 S.F.

2339 behalf of the addressee.

LSB10. 5044SV (1) 88 -20- da/jh 20/261 S.F.

2339 10.

(1) Notices to the shareholders of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such shareholderSF at2339 such(3) shareholder’s88 address-21- asda/jh shown21/255 onS.F. the records of the corporation and have been returned undeliverable or could not be delivered.

(2)2339 All,shareholder butat notsuch lessshareholder’s thanaddress two,as paymentsshown of dividends on securitiesthe duringrecords a twelve-month period, or two consecutive payments of dividendsthe oncorporation securitiesand duringhave abeen periodreturned ofundeliverable moreor LSBcould 5044SVnot (1)be 88delivered. -21- da/jh 21/261 S.F.

2339(2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder’s address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.

a.SF 2339 (3) 88 -22- da/jh 22/255 S.F.

2339 a.

(2) Has a material relationship with any other person to LSBwhom 5044SVthe (1)limitation 88or -22-elimination da/jhdescribed 22/261in S.F.subparagraph (1) would apply.

2339 whom the limitation or elimination described in subparagraph (1) would apply.

(2) Has a material relationship with a director or officer whoSF pursues2339 or(3) takes88 advantage-23- ofda/jh the23/255 businessS.F. opportunity, directly, or indirectly through or on behalf of another person.

2339 who pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person.

“Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would LSBreasonably 5044SVbe (1)expected 88to -23-impair da/jhthe 23/261objectivity S.F.of the director’s judgment when participating in the action to be taken.

2339 reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.

A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation,SF or2339 the(3) bylaws88 to-24- allda/jh shareholders24/255 whoS.F. share a common address if all of the following apply:

2339 incorporation, or the bylaws to all shareholders who share a common address if all of the following apply:

The corporation addresses the notice, report, or statement to those shareholders either as a group or to each LSBof 5044SVthose (1)shareholders 88individually -24-or da/jhto 24/261the S.F.shareholders in a form to which each of those shareholders has consented.

2339 of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented.

“Date of the defective corporate action” means the date or, if the defective corporate action occurred or may have occurredSF on2339 more(3) than88 one-25- date,da/jh the25/255 rangeS.F. of dates, or the approximate date or range of dates, if the exact date or range of dates is unknown or not readily ascertainable, the defective corporate action was purported to have been taken.

2339 occurred on more than one date, the range of dates, or the approximate date or range of dates, if the exact date or range of dates is unknown or not readily ascertainable, the defective corporate action was purported to have been taken.

Any corporate action purportedly taken that is, and at LSBthe 5044SVtime (1)such 88corporate -25-action da/jhwas 25/261purportedly S.F.taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization.

2339 the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization.

“Valid shares” means the shares of any class or series thatSF have2339 been(3) duly88 authorized-26- andda/jh validly26/255 issuedS.F. in accordance with this chapter, including as a result of ratification or validation under this part.

2339 that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this part.

LSB(1) 5044SVThe (1)time 88at -26-which da/jhthe 26/261ratification S.F.of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the time at which the notice required by section 490.149 becomes effective in accordance with section 490.141.

2339 (1) The time at which the ratification of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the time at which the notice required by section 490.149 becomes effective in accordance with section 490.141.

b.SF 2339 (3) 88 -27- da/jh 27/255 S.F.

2339 b.

To ratify a defective corporate action under this LSBsection, 5044SVother (1)than 88the -27-ratification da/jhof 27/261an S.F.election of the initial board of directors under subsection 2, the board of directors shall take action ratifying the action in accordance with section 490.148, stating all of the following:

2339 section, other than the ratification of an election of the initial board of directors under subsection 2, the board of directors shall take action ratifying the action in accordance with section 490.148, stating all of the following:

If any provision of this chapter, the articles of incorporation or bylaws, any corporate resolution, or any planSF or2339 agreement(3) to which the corporation is a party in effect at the time action under subsection 1 is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under LSB 5044SV (1) 88 -28- da/jh 28/26128/255 S.F.

2339 plan or agreement to which the corporation is a party in effect at the time action under subsection 1 is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection 1 shall be submitted to the shareholders for approval in accordance with section 490.148.

Either a copy of the action taken by the board of directors in accordance with section 490.147, subsection 1, orSF the2339 information(3) required88 by-29- sectionda/jh 490.147,29/255 subsectionS.F. 1, paragraphs “a” through “d”.

2339 or the information required by section 490.147, subsection 1, paragraphs “a” through “d”.

A statement that any claim that the ratification of such defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, LSBshall 5044SVbe (1)brought 88within -29-one da/jhhundred 29/261twenty S.F.days from the applicable validation effective time.

2339 shall be brought within one hundred twenty days from the applicable validation effective time.

1.SF 2339 (3) 88 -30- da/jh 30/255 S.F.

2339 1.

LSBb. 5044SV (1) 88 -30- da/jh 30/261 S.F.

2339 b.

From and after the validation effective time, and without regardSF to2339 the(3) one88 hundred-31- twenty-dayda/jh period31/255 duringS.F. which a claim may be brought under section 490.152, all of the following shall apply:

2339 regard to the one hundred twenty-day period during which a claim may be brought under section 490.152, all of the following shall apply:

Each defective corporate action ratified in accordance with section 490.147 shall not be void or voidable as a result of the failure of authorization identified in the action taken LSBunder 5044SVsection (1)490.147, 88subsection -31-1 da/jhor 31/2612, S.F.and shall be deemed a valid corporate action effective as of the date of the defective corporate action.

2339 under section 490.147, subsection 1 or 2, and shall be deemed a valid corporate action effective as of the date of the defective corporate action.

a.SF 2339 (3) 88 -32- da/jh 32/255 S.F.

2339 a.

LSBb. 5044SV (1) 88 -32- da/jh 32/261 S.F.

2339 b.

(2)SF A2339 statement(3) that88 a-33- filingda/jh containing33/255 allS.F. of the information required to be included under the applicable section or sections of this chapter to give effect to such defective corporate action is attached as an exhibit to the articles of validation.

(3)2339 The(2) dateA andstatement time that sucha filing iscontaining deemedall of the information required to havebe LSBincluded 5044SVunder (1)the 88applicable -33-section da/jhor 33/261sections S.F.of this chapter to give effect to such defective corporate action is attached as an exhibit to the articles of validation.

2339(3) The date and time that such filing is deemed to have become effective.

b.SF 2339 (3) 88 -34- da/jh 34/255 S.F.

2339 b.

LSB2. 5044SV (1) 88 -34- da/jh 34/261 S.F.

2339 2.

The articles of incorporation must set forth all of the following:SF 2339 (3) 88 -35- da/jh 35/255 S.F.

2339 following:

The street and mailing addresses of the corporation’s LSBinitial 5044SVregistered (1)office 88and -35-the da/jhname 35/261of S.F.its initial registered agent at that office.

2339 initial registered office and the name of its initial registered agent at that office.

SF 2339 (3) A88 violation-36- ofda/jh section36/255 490.833.S.F.

2339 (3) A violation of section 490.833.

A provision permitting or making obligatory indemnification of a director for liability, as defined in section 490.850, to any person for any action taken, or any failure to take any action, as a director, except liability for LSBany 5044SVof (1)the 88following: -36- da/jh 36/261 S.F.

2339 any of the following:

Sec.SF 2339 (3) 88 -37- da/jh 37/255 S.F.

2339 Sec.

LSB2. 5044SV (1) 88 -37- da/jh 37/261 S.F.

2339 2.

An organizational meeting may be held in or out of this state.SF 2339 (3) 88 -38- da/jh 38/255 S.F.

2339 state.

LSB2. 5044SV (1) 88 -38- da/jh 38/261 S.F.

2339 2.

Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in anSF emergency2339 as(3) defined88 in-39- subsectionda/jh 4.39/255 S.F.

2339 an emergency as defined in subsection 4.

LSBb. 5044SV (1) 88 -39- da/jh 39/261 S.F.

2339 b.

If the court or courts of this state specified in a provision adopted under subsection 1 do not have the requisite personal and subject matter jurisdiction andSF another2339 court(3) of88 this-40- stateda/jh does40/255 haveS.F. such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.

LSB2339 5044SVand (1)another 88court -40-of da/jhthis 40/261state S.F.does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.

2339 3.

NEW SECTION.

490.209 Foreign-trade zone corporation.

A corporation may be organized under the laws of this state for the purpose of establishing, operating, and maintaining a foreign-trade zone as defined in 19 U.S.C.

§81(a).

A corporation organized for the purposes set forth in this section has all powers necessary or convenient for applying for a grant of authority to establish, operate, and maintain a foreign-trade zone under 19 U.S.C.

§81(a) et seq., and regulations promulgated under that law, and for establishing, operating, and maintaining a foreign-trade zone pursuant to that grant of authority.

SF 2339 (3) 88 -41- da/jh 41/255 S.F.

2339 Sec.

34.

Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal LSBproperty, 5044SVor (1)any 88legal -41-or da/jhequitable 41/261interest S.F.in property, wherever located.

2339 property, or any legal or equitable interest in property, wherever located.

Be a promoter, partner, member, associate, or manager of anySF partnership,2339 joint(3) venture,88 trust,-42- orda/jh other42/255 entity.S.F.

2339 any partnership, joint venture, trust, or other entity.

34.35.

Section 490.303, Code 2020, is amended by striking LSBthe 5044SVsection (1)and 88inserting -42-in da/jhlieu 42/261thereof S.F.the following:

2339 the section and inserting in lieu thereof the following:

One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors forSF the2339 meeting,(3) in88 order-43- ofda/jh rank43/255 andS.F. within the same rank in order of seniority, as necessary to achieve a quorum.

2339 for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

35.36.

It must contain the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, or words or abbreviations of like import in LSBanother 5044SVlanguage. (1) 88 -43- da/jh 43/261 S.F.

2339 another language.

The name of a foreign corporation registered to do business in this state or an alternate name adopted by a foreign corporation registered to do business in this state becauseSF its2339 corporate(3) name88 is-44- unavailable.da/jh 44/255 S.F.

2339 because its corporate name is unavailable.

(2) For a limited partnership, section 488.108, 488.109, or LSB488.810. 5044SV (1) 88 -44- da/jh 44/261 S.F.

2339 488.810.

The other corporation or unincorporated entity consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary ofSF state2339 from(3) the88 name-45- ofda/jh the45/255 applyingS.F. corporation.

2339 of state from the name of the applying corporation.

This chapter does not control the use of fictitious LSBnames; 5044SV (1) 88 -45- da/jh 45/261 S.F.

2339 names;

36.37.

If the secretary of state finds that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant’s exclusive use for a nonrenewable one hundred twenty-daySF period.2339 (3) 88 -46- da/jh 46/255 S.F.

2339 twenty-day period.

37.38.

A foreign corporation registers its corporate name, or its corporate name with any addition permitted by subsection LSB1, 5044SVby (1)delivering 88to -46-the da/jhsecretary 46/261of S.F.state for filing an application that complies with all of the following:

2339 1, by delivering to the secretary of state for filing an application that complies with all of the following:

The renewal application when filed renews the registration for the followingSF calendar2339 year.(3) 88 -47- da/jh 47/255 S.F.

2339 following calendar year.

38.39.

LSBa. 5044SV (1) 88 -47- da/jh 47/261 S.F.

2339 a.

39.40.

A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following:SF 2339 (3) 88 -48- da/jh 48/255 S.F.

2339 following:

If the street or mailing address of a registered agent’s business office changes, the agent shall change the street or mailing address of the registered office of any corporation for which the agent is the registered agent by delivering a signed LSBwritten 5044SVnotice (1)of 88the -48-change da/jhto 48/261the S.F.corporation and delivering to the secretary of state for filing a signed statement that complies with the requirements of subsection 1 and states that the corporation has been notified of the change.

2339 written notice of the change to the corporation and delivering to the secretary of state for filing a signed statement that complies with the requirements of subsection 1 and states that the corporation has been notified of the change.

40.41.

Section 490.503, Code 2020, is amended by striking theSF section2339 and(3) inserting88 in-49- lieuda/jh thereof49/255 theS.F. following:

2339 the section and inserting in lieu thereof the following:

LSB3. 5044SV (1) 88 -49- da/jh 49/261 S.F.

2339 3.

41.42.

A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permittedSF by2339 law(3) to88 be-50- servedda/jh on50/255 theS.F. corporation.

2339 permitted by law to be served on the corporation.

LSB(2) 5044SVThe (1)process, 88notice, -50-or da/jhdemand 50/261is S.F.to be served on a registered foreign corporation that has withdrawn its registration pursuant to section 490.1507 or 490.1509, or the registration of which has been terminated pursuant to section 490.1511.

2339 (2) The process, notice, or demand is to be served on a registered foreign corporation that has withdrawn its registration pursuant to section 490.1507 or 490.1509, or the registration of which has been terminated pursuant to section 490.1511.

(2)SF The2339 date(3) shown88 on-51- theda/jh return51/255 receipt,S.F. if signed on behalf of the corporation.

2339 (2) The date shown on the return receipt, if signed on behalf of the corporation.

42.43.

If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and, before the issuance of shares of a class or series, describe the terms, including the preferences, rights, and LSBlimitations 5044SVof (1)that 88class -51-or da/jhseries. 51/261 S.F.

2339 limitations of that class or series.

Have special, conditional, or limited voting rights, or noSF right2339 to(3) vote,88 except-52- toda/jh the52/255 extentS.F. otherwise provided by this chapter.

2339 no right to vote, except to the extent otherwise provided by this chapter.

LSB5. 5044SV (1) 88 -52- da/jh 52/261 S.F.

2339 5.

43.44.

Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes.SF 2339 (3) 88 -53- da/jh 53/255 S.F.

2339 classes.

44.45.

LSB490.603 5044SVIssued (1)and 88outstanding -53-shares. da/jh 53/261 S.F.

2339 490.603 Issued and outstanding shares.

45.46.

A corporation may issue fractions of a share or in lieu ofSF doing2339 so(3) may88 do-54- anyda/jh of54/255 theS.F. following:

2339 of doing so may do any of the following:

That the scrip will become void if not exchanged for full LSBshares 5044SVbefore (1)a 88specified -54-date. da/jh 54/261 S.F.

2339 shares before a specified date.

46.47.

3.SF 2339 (3) 88 -55- da/jh 55/255 S.F.

2339 3.

47.48.

LSB1. 5044SV (1) 88 -55- da/jh 55/261 S.F.

2339 1.

When the corporation receives the consideration for which the board of directors authorized the issuance of shares, theSF shares2339 issued(3) therefor88 are-56- fullyda/jh paid56/255 andS.F. nonassessable.

2339 the shares issued therefor are fully paid and nonassessable.

LSB(1) 5044SVThe (1)shares, 88other -56-securities, da/jhor 56/261rights S.F.are to be issued for consideration other than cash or cash equivalents.

2339 (1) The shares, other securities, or rights are to be issued for consideration other than cash or cash equivalents.

(b) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and otherSF securities2339 and(3) the88 exercise-57- ofda/jh rights57/255 toS.F. be issued.

2339 other securities and the exercise of rights to be issued.

48.49.

To the extent provided in a provision of the articles of incorporation permitted by section 490.202, subsection 2, LSBparagraph 5044SV“b”, (1)subparagraph 88(5). -57- da/jh 57/261 S.F.

2339 paragraph “b”, subparagraph (5).

49.50.

c.SF 2339 (3) 88 -58- da/jh 58/255 S.F.

2339 c.

50.51.

The authorization by the board of directors for the corporation to issue such rights, LSBoptions, 5044SVor (1)warrants 88constitutes -58-authorization da/jhof 58/261the S.F.issuance of the shares or other securities for which the rights, options, or warrants are exercisable.

2339 options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.

a.SF 2339 (3) 88 -59- da/jh 59/255 S.F.

2339 a.

51.52.

Unless this chapter or another statute expressly provides LSBotherwise, 5044SVthe (1)rights 88and -59-obligations da/jhof 59/261shareholders S.F.are identical regardless of whether their shares are represented by certificates.

2339 otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.

(2) Any variations in preferences, rights, and limitations amongSF the2339 holders(3) of88 the-60- sameda/jh class60/255 orS.F. series.

2339 among the holders of the same class or series.

52.53.

Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any LSBor 5044SVall (1)of 88its -60-classes da/jhor 60/261series S.F.without certificates.

2339 or all of its classes or series without certificates.

53.54.

A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are partiesSF to2339 the(3) restriction88 agreement-61- orda/jh voted61/255 inS.F. favor of the restriction.

2339 parties to the restriction agreement or voted in favor of the restriction.

LSB4. 5044SV (1) 88 -61- da/jh 61/261 S.F.

2339 4.

As used in this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquireSF shares.2339 (3) 88 -62- da/jh 62/255 S.F.

2339 acquire shares.

54.55.

LSBb. 5044SV (1) 88 -62- da/jh 62/261 S.F.

2339 b.

Holders of shares of any class or series without voting powerSF but2339 with(3) preferential88 rights-63- toda/jh distributions63/255 haveS.F. no preemptive rights with respect to shares of any class or series.

2339 power but with preferential rights to distributions have no preemptive rights with respect to shares of any class or series.

As used in this section, “shares” includes a security LSBconvertible 5044SVinto (1)or 88carrying -63-a da/jhright 63/261to S.F.subscribe for or acquire shares.

2339 convertible into or carrying a right to subscribe for or acquire shares.

55.56.

3.SF 2339 (3) 88 -64- da/jh 64/255 S.F.

2339 3.

Except as provided in subsection 7, the effect of a LSBdistribution 5044SVunder (1)subsection 883 -64-is da/jhmeasured 64/261as S.F.follows:

2339 distribution under subsection 3 is measured as follows:

A corporation’s indebtedness to a shareholder incurred bySF reason2339 of(3) a88 distribution-65- madeda/jh in65/255 accordanceS.F. with this section is at parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

2339 by reason of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

56.57.

LSB1. 5044SV (1) 88 -65- da/jh 65/261 S.F.

2339 1.

57.58.

Section 490.702, Code 2020, is amended by striking theSF section2339 and(3) inserting88 in-66- lieuda/jh thereof66/255 theS.F. following:

2339 the section and inserting in lieu thereof the following:

Unless otherwise provided in the articles of incorporation, a written demand for a special LSBmeeting 5044SVmay (1)be 88revoked -66-by da/jha 66/261writing S.F.to that effect received by the corporation before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

2339 meeting may be revoked by a writing to that effect received by the corporation before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

Unless the board of directors determines to hold the meeting solely by remote participation in accordance with sectionSF 490.709,2339 subsection(3) 3,88 special-67- meetingsda/jh of67/255 shareholdersS.F. may be held as follows:

2339 section 490.709, subsection 3, special meetings of shareholders may be held as follows:

If the holders of at least fifty percent of all the votes LSBentitled 5044SVto (1)be 88cast -67-on da/jhany 67/261issue S.F.proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

2339 entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

58.59.

b.SF 2339 (3) 88 -68- da/jh 68/255 S.F.

2339 b.

For purposes of subsection 1, paragraph “a”, LSB“shareholder” 5044SVmeans (1)a 88record -68-shareholder, da/jha 68/261beneficial S.F.shareholder, and an unrestricted voting trust beneficial owner.

2339 “shareholder” means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.

59.60.

Except in the case of a corporation that has a class ofSF equity2339 securities(3) registered88 pursuant-69- toda/jh section69/255 12S.F. of the federal Securities Exchange Act of 1934, the articles of incorporation may provide that any action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.

2339 of equity securities registered pursuant to section 12 of the federal Securities Exchange Act of 1934, the articles of incorporation may provide that any action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.

If not otherwise fixed under section 490.707 and if prior LSBaction 5044SVby (1)the 88board -69-of da/jhdirectors 69/261is S.F.not required respecting the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation.

2339 action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation.

A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked writtenSF consents2339 sufficient(3) in88 number-70- toda/jh take70/255 theS.F. corporate action have been delivered to the corporation.

2339 written consents sufficient in number to take the corporate action have been delivered to the corporation.

(1) Written consents sufficient to take the action have been LSBdelivered 5044SVto (1)the 88corporation. -70- da/jh 70/261 S.F.

2339 delivered to the corporation.

b.SF 2339 (3) 88 -71- da/jh 71/255 S.F.

2339 b.

60.61.

A corporation shall notify shareholders of the date, LSBtime, 5044SVand (1)place 88of -71-each da/jhannual 71/261and S.F.special shareholders’ meeting no fewer than ten nor more than sixty days before the meeting date.

2339 time, and place of each annual and special shareholders’ meeting no fewer than ten nor more than sixty days before the meeting date.

Unless this chapter or the articles of incorporation require otherwise, the notice of an annual meeting of shareholdersSF need2339 not(3) include88 a-72- descriptionda/jh of72/255 theS.F. purpose or purposes for which the meeting is called.

2339 shareholders need not include a description of the purpose or purposes for which the meeting is called.

However, if a new record date for the adjourned meeting is or must be fixed under section 490.707, notice of the adjourned meeting shall be given under this section to shareholders entitled to vote at such adjourned meeting as of the record LSBdate 5044SVfixed (1)for 88notice -72-of da/jhsuch 72/261adjourned S.F.meeting.

2339 date fixed for notice of such adjourned meeting.

61.62.

Waives objection to consideration of a particular matter atSF the2339 meeting(3) that88 is-73- notda/jh within73/255 theS.F. purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2339 at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

62.63.

A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes LSBa 5044SVnew (1)record 88date -73-or da/jhdates, 73/261which S.F.it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

2339 a new record date or dates, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

Sec.SF 2339 (3) 88 -74- da/jh 74/255 S.F.

63.2339 Sec.

64.

LSBSec. 5044SV (1) 88 -74- da/jh 74/261 S.F.

233965. Sec.

64.

Provide such shareholders a reasonable opportunity to participateSF in2339 the(3) meeting88 and-75- toda/jh vote75/255 onS.F. matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.

2339 participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.

65.66.

If the board of directors fixes a different record date under section 490.707, subsection 5, to determine the LSBshareholders 5044SVentitled (1)to 88vote -75-at da/jhthe 75/261meeting, S.F.a corporation also shall prepare an alphabetical list of the names of all its shareholders who are entitled to vote at the meeting.

2339 shareholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its shareholders who are entitled to vote at the meeting.

(1) The corporation’s principal office or at a place identified in the meeting notice in the city where the meeting willSF be2339 held.(3) 88 -76- da/jh 76/255 S.F.

2339 will be held.

If the meeting is to be held at a place, the corporation shall make the list of shareholders entitled to vote available at the meeting, and any shareholder, or the shareholder’s LSBagent 5044SVor (1)attorney, 88is -76-entitled da/jhto 76/261inspect S.F.the list at any time during the meeting or any adjournment.

2339 agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.

5.SF 2339 (3) 88 -77- da/jh 77/255 S.F.

2339 5.

66.67.

Shares held by the corporation in a fiduciary capacity for the benefit of any person are entitled to vote unless LSBthey 5044SVare (1)held 88for -77-the da/jhbenefit 77/261of, S.F.or otherwise belong to, the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.

2339 they are held for the benefit of, or otherwise belong to, the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.

67.68.

1.SF 2339 (3) 88 -78- da/jh 78/255 S.F.

2339 1.

LSB4. 5044SV (1) 88 -78- da/jh 78/261 S.F.

2339 4.

The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agentSF authorized2339 to(3) tabulate88 votes-79- beforeda/jh the79/255 proxyS.F. exercises the proxy’s authority under the appointment.

2339 agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.

Subject to section 490.724 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept LSBthe 5044SVproxy’s (1)vote 88or -79-other da/jhaction 79/261as S.F.that of the shareholder making the appointment.

2339 the proxy’s vote or other action as that of the shareholder making the appointment.

68.69.

The types of intermediaries or nominees to which it applies.SF 2339 (3) 88 -80- da/jh 80/255 S.F.

2339 applies.

The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership LSBcertificate. 5044SV (1) 88 -80- da/jh 80/261 S.F.

2339 certificate.

69.70.

a.SF 2339 (3) 88 -81- da/jh 81/255 S.F.

2339 a.

The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for LSBthe 5044SVshareholder (1)has 88been -81-presented da/jhwith 81/261respect S.F.to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment.

2339 the shareholder has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment.

Neither the corporation or any person authorized by it, nor an inspector of election appointed under section 490.729, that accepts or rejects a vote, ballot, consent, waiver, shareholder demand, or proxy appointment in good faith and inSF accordance2339 with(3) the88 standards-82- ofda/jh this82/255 sectionS.F. or section 490.722, subsection 2, is liable in damages to the shareholder for the consequences of the acceptance or rejection.

2339 in accordance with the standards of this section or section 490.722, subsection 2, is liable in damages to the shareholder for the consequences of the acceptance or rejection.

70.71.

Unless the LSBarticles 5044SVof (1)incorporation 88or -82-bylaws da/jhprovide 82/261otherwise, S.F.shares representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

2339 articles of incorporation or bylaws provide otherwise, shares representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

An amendment of the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a votingSF group2339 greater(3) than88 specified-83- inda/jh subsection83/255 1S.F. or 3 is governed by section 490.727.

2339 voting group greater than specified in subsection 1 or 3 is governed by section 490.727.

71.72.

If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section LSB490.725. 5044SV (1) 88 -83- da/jh 83/261 S.F.

2339 490.725.

72.73.

73.74.

Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meetingSF at2339 which(3) a88 quorum-84- isda/jh present.84/255 S.F.

2339 meeting at which a quorum is present.

A shareholder who has the right to cumulate the LSBshareholder’s 5044SVvotes (1)gives 88notice -84-to da/jhthe 84/261corporation S.F.not less than forty-eight hours before the time set for the meeting of the shareholder’s intent to cumulate votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

2339 shareholder’s votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of the shareholder’s intent to cumulate votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

74.75.

Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability.SF 2339 (3) 88 -85- da/jh 85/255 S.F.

2339 ability.

LSBb. 5044SV (1) 88 -85- da/jh 85/261 S.F.

2339 b.

(2) Reconciling information submitted on behalf of banks, brokers, their nominees, or similar persons that indicates moreSF votes2339 being(3) cast88 than-86- ada/jh proxy86/255 authorizedS.F. by the record shareholder is entitled to cast.

2339 more votes being cast than a proxy authorized by the record shareholder is entitled to cast.

75.76.

One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for LSBthem, 5044SVby (1)signing 88an -86-agreement da/jhsetting 86/261out S.F.the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee.

2339 them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee.

A voting trust that became effective between December 31, 1989, and June 30, 2014, both dates inclusive, is governed by the provisions of this section concerning duration then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the partiesSF to2339 the(3) voting88 trust.-87- da/jh 87/255 S.F.