Missouri Revised Statutes Title XXIII. Corporations, Associations and Partnerships § 351.805. Elimination of board of directors

(1) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders;

(2) Unless the articles of incorporation provide otherwise, action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders, and action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action;

(3) A shareholder is not liable for his act or omission, although a director would be, unless the shareholder was entitled to vote on the action;

(4) A requirement by a state or the United States that a document delivered for filing contained a statement that specified action has been taken by the board of directors is satisfied by a statement that a corporation is a statutory close corporation without a board of directors and that the action was approved by the shareholders;

(5) The shareholders by resolution may appoint one or more shareholders to sign documents as “designated directors”.