Agenda Packets - 2021/08/23 - Laserfiche WebLink

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SIXTH. The duration of the corporation is perpetual. SEVENTH. The corporation is formed for the purpose of engaging in any lawful business. EIGHTH. No director shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director's duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in subjective good faith or which involve intentional misconduct or a knowing violation of law, (c) pursuant to Section 351.345 of the Missouri General and Business Corporation Law, and amendments thereto, or (d) for any transaction from which the director derived an improper personal benefit. NINTH. (a) All powers of management, direction and control of the corporation shall be vested in the Board of Directors. (b) The bylaws of the corporation may from time to time be altered, amended or repealed, or new bylaws may be adopted, in either of the following ways: by an affirmative vote of the holders of a majority of the corporation's outstanding Shares entitled to vote, or by an affirmative vote of a majority of the corporation's directors then in office. Any change in the bylaws made by the corporation's shareholders may thereafter be further changed by the corporation's Board of Directors, unless the shareholders in making such change shall otherwise provide. TENTH. Any person, upon becoming the owner or holder of any shares of stock or other securities issued by the corporation, does thereby consent and agree that all rights, powers, privileges, obligations or restrictions pertaining to such person or such shares of stock or other securities in any way may be altered, amended, restricted, enlarged or repealed by laws of the State of Missouri or of the United States of America hereinafter adopted. The corporation reserves the right to amend or repeal these Articles of incorporation or to take any other action as required or allowed by such laws, and all rights of the owners and holders of any shares of stock or other securities issued by the corporation are subject to this reservation. ELEVENTH. The corporation shall indemnify to fullest extent permitted by law any individual who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Without limiting the foregoing, the corporation shall indemnify any person who is or was a director, officer, employee or agent, or to any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, unless such person's conduct is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. 4. of the 8,800,000 shares outstanding, 8,800.000 of such shares were entitled to rote on such ar endment. CC 16017080