Missouri Statute | Act | Code |Business And Financial Institutions| US Code - US Statute

When used in this chapter, the term:

(1) "Aggregate demand deposits" means the deposit against which reserves
must be maintained by banks and trust companies and includes total
deposits, all amounts due to banks, bankers and trust companies, the
amount due on certified and cashier's checks, and for unpaid dividends,
less the following items:

(a) Total time deposits;

(b) The amounts due it on demand from banks, bankers and trust companies,
other than its reserve depositaries, including foreign exchange balances
credited to it and subject to draft;

(c) The excess due it from reserve depositaries over the amount required
to maintain its total reserves;

(2) "Assessment" shall be construed as synonymous with the word
"forfeiture";

(3) "Bank" means any corporation soliciting, receiving or accepting
money, or its equivalent, on deposit as a business, whether the deposit
is made subject to check, or is evidenced by a certificate of deposit, a
passbook, a note, a receipt, or other writing, and specifically a
commercial bank chartered under this chapter or a national bank located
in this state;

(4) "Demand deposits" means deposits, payment of which can legally be
required as provided in federal law and regulation;

(5) "Dividend period" means the period from the date as of which the last
dividend of any corporation to which this chapter is applicable was
declared to the date selected for the declaration of the next dividend;
or the period from the date when its corporate existence began to the
date as of which the first dividend is declared;

(6) "Net earnings" means the excess of gross earnings of any corporation
to which this chapter is applicable over expenses and losses chargeable
against the earnings during any dividend period;

(7) "Population" means population as determined by the last state or
federal enumeration; or when used in connection with the words
"unincorporated village" as determined by the finance commissioner from
the best available sources of information, except as otherwise provided
in this chapter;

(8) "Reserve depositary" means a bank, trust company or banking
corporation approved by the finance director as a depositary for reserves
on deposit;

(9) "Reserves on deposit" means the reserves against deposits maintained
by any corporation pursuant to this chapter in reserve depositaries, or
in a federal reserve bank of which the corporation is a member, and not
in excess of the amount authorized by this chapter;

(10) "Reserves on hand" means the reserves against deposits kept in the
vault of any individual or corporation pursuant to the provisions of this
chapter;

(11) "Stockholder", unless otherwise qualified, means a person who
appears by the books of a stock corporation to be the owner and holder of
one or more shares of the stock of the corporation;

(12) "Surplus" means the excess of assets over liabilities including
liability to stockholders;

(13) "Surplus fund" means a fund created pursuant to the provisions of
this chapter by a bank or trust company from its net earnings or
undivided profits, which to the amount specified in this chapter is not
available for the payment of dividends and cannot be used for the payment
of expenses or losses so long as any corporation has undivided profits;

(14) "Time deposits" means all deposits, the payment of which cannot
legally be required as provided in federal law and regulation;

(15) "Total profits" means the total amount of undistributed net earnings
of any corporation to which this chapter is applicable from the date of
its organization, including such portions of its surplus fund or guaranty
fund as have been derived from net earnings or from undivided profits;

(16) "Total reserves" means the aggregate of reserves on hand and
reserves on deposit maintained pursuant to the provisions of this chapter;

(17) "Undivided profits" means the credit balance of the profit and loss
account of any corporation to which this chapter is applicable. (RSMo
1939 §§ 7998, 8002, A. 1949 H.B. 2085, A.L. 1967 p. 445, A.L. 2003 H.B.
221 merged with S.B. 346)

Prior revisions: 1929 §§ 5402, 5410; 1919 § 11788

CROSS REFERENCE: United States census, when effective, RSMo 1.100

1. For the purposes of this chapter, a person does not engage in
the trust business by:

(1) The rendering of fiduciary services by an attorney-at-law admitted to
the practice of law in this state;

(2) Rendering services as a certified or registered public accountant in
the performance of duties as such;

(3) Acting as a trustee or receiver in bankruptcy;

(4) Engaging in the business of an escrow agent;

(5) Receiving rents and proceeds of sale as a licensed real estate broker
on behalf of the principal;

(6) Acting as trustee under a deed of trust made only as security for the
payment of money or for the performance of another act;

(7) Acting in accordance with its authorized powers as a religious,
charitable, educational, or other not-for-profit corporation or as a
charitable trust or as an unincorporated religious organization;

(8) Engaging in securities transactions as a dealer or salesman;

(9) Acting as either a receiver under the supervision of a court or as an
assignee for the benefit of creditors under the supervision of a court; or

(10) Engaging in such other activities that the director may prescribe by
rule.

2. Persons consigned to be not engaged in the trust business pursuant to
subsection 1 of this section shall not use the words "trust company" as
part of any artificial or corporate name or title nor shall such persons
engage in any other conduct that violates section 362.425. (L. 2002 H.B.
1537 merged with S.B. 742)

1. From and after the passage of this law no private banks shall
be established in this state.

2. When authorized by the finance director as provided in section 362.035
any five or more persons who shall have associated themselves by articles
of agreement, in writing, as provided by law, for the purpose of
establishing a bank or trust company may be incorporated under any name
or title designating such business. Such persons may act on behalf of a
bank holding company. (RSMo 1939 §§ 7939, 7999, A.L. 1967 p. 445, A.L.
1984 H.B. 1373)

Prior revisions: 1929 § 5344; 1919 § 11727; 1909 § 1092

(1975) A banking corporation is not a "person" for the purposes of this
section. Mark Twain Cape Girardeau Bank v. State Banking Board (Mo.), 528
S.W.2d 443. (1976) Held, a "corporation" is not a "person" and may not be
an incorporator and applicant for a new bank. Mark Twain Bancshares v.
Kostman (A.), 541 S.W.2d 1.

1. The articles of agreement mentioned in this chapter shall set
out:

(1) The corporate name of the proposed corporation. The corporate name
shall not be a name, or an imitation of a name, used within the preceding
fifty years as a corporate title of a bank or trust company incorporated
in this state;

(2) The name of the city or town and county in this state in which the
corporation is to be located;

(3) The amount of the capital stock of the corporation, the number of
shares into which it is divided, and the par value thereof; that the same
has been subscribed in good faith and all thereof actually paid up in
lawful money of the United States and is in the custody of the persons
named as the first board of directors or managers;

(4) The names and places of residences of the several shareholders and
number of shares subscribed by each;

(5) The number and the names of the first directors;

(6) The purposes for which the corporation is formed;

(7) Any provisions relating to the preemptive rights of a shareholder as
provided in section 351.305, RSMo.

2. The articles of agreement may designate the number of directors
necessary to constitute a quorum, and may provide for the number of years
the corporation is to continue, or may provide that the existence of the
corporation shall continue until the corporation shall be dissolved by
consent of the stockholders or by proceedings instituted by the state
under any statute now in force or hereafter enacted. (RSMo 1939 § 7940,
A.L. 1949 p. 280, A.L. 1967 p. 445, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 5345; 1919 § 11728; 1909 § 1093

1. Other provisions of the law to the contrary notwithstanding,
the articles of agreement of any trust company may preclude the
acceptance of demand deposits, in which case the procedure for granting
or denying a charter for the proposed trust company shall be as provided
in sections 362.025 to 362.040, except that the determination of need and
convenience as provided in section 362.030 shall be limited to the need
for fiduciary services as authorized under subsection 2 of section
362.105.

2. No trust company the articles of which preclude or do not
affirmatively provide for the acceptance of demand deposits, and no trust
company which does not regularly accept demand deposits on September 28,
1977, shall accept demand deposits without a certificate issued by the
director of finance authorizing the acceptance of demand deposits. The
application for such certificate shall be treated as an application for a
new charter and shall be granted or denied as provided in sections
362.030 to 362.040. (L. 1977 S.B. 420)

The articles of agreement shall be signed and acknowledged by
the parties thereto, and three copies thereof shall be filed with the
director of finance. If the director finds the articles to be improperly
drawn, he or she shall immediately return them to the parties indicating
the corrections to be made. If the director finds the articles to be in
proper form, he or she shall return one copy to the parties with an
indication that they are approved as to form, and shall file one copy in
the public records of the division of finance which shall be a permanent
record. (RSMo 1939 § 7941, A.L. 1967 p. 445, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5346; 1919 § 11729; 1909 § 1093

1. When any bank or trust company has filed with the director
proper copies of its articles of agreement, paid all incorporation and
other fees in full, as required by law and provided the cash required by
law, the director, before the bank or trust company shall complete its
incorporation, shall cause an examination to be made to ascertain whether
the requisite capital of the bank or trust company has been subscribed in
good faith and paid in actual cash and is ready for use in the
transaction of business of the proposed bank or trust company, and
whether the character, responsibility and general fitness of the persons
named in the articles of agreement and any bank holding company on whose
behalf they are acting are such as to command confidence and warrant
belief that the business of the proposed corporation will be conducted
honestly and efficiently in accordance with the intent and purpose of
this chapter; and if the convenience and needs of the community to be
served justify and warrant the opening of the bank or trust company
therein, and if the probable volume of business in such locality is
sufficient to insure and maintain the solvency of the new bank or trust
company and the solvency of the then existing banks and trust companies
in the locality, without endangering the safety of any bank or trust
company in the locality as a place of deposit of public and private
moneys.

2. The proponents shall be liable for all expenses incurred in making the
examination, including the wages and other necessary expenses of each
examiner making the examination; provided, however, that if the charter
is granted, this obligation may be assumed by the bank or trust company
so chartered. (RSMo 1939 § 7942, A.L. 1941 p. 670, A. 1949 H.B. 2085,
A.L. 1951 p. 283, A.L. 1959 H.B. 389, A.L. 1967 p. 445, A.L. 1984 H.B.
1373)

Prior revisions: 1929 § 5347; 1919 § 11730; 1909 § 1095

(1975) Opinions of experts, highway usage charts and census tracts are
all admissible in evidence before banking board. Lemay Bank and Trust Co.
v. Oakville Bank and Trust Co. (A.), 518 S.W.2d 128.

1. In case the director shall find all the provisions of the law
have been complied with and shall have satisfied himself or herself by
such investigation as to the facts as above provided, he or she shall
grant a certificate setting forth that such corporation has been duly
organized and the amount of its capital subscribed and paid up in full.
All certificates granted by the director shall designate the address and
location in the city and town at which the corporation shall be
authorized to conduct its business as its main banking house until such
time as said address or location is changed after the approval of the
director of finance has first been obtained.

2. A certified copy of such certificate shall be filed in the public
records of the division of finance, and a copy of such certificate, so
filed, or certified copies thereof, shall be taken in all the courts of
this state as evidence of such incorporation; and the existence of such
corporation shall continue for the period limited in its articles of
agreement, if there fixed, and if not there fixed, then until the
corporation is dissolved by consent of its stockholders or until its
corporate existence ends pursuant to the laws of this state. (RSMo 1939 §
7942, A.L. 1941 p. 670, A. 1949 H.B. 2085, A.L. 1959 H.B. 389, A.L. 2000
S.B. 896)

Prior revisions: 1929 § 5347; 1919 § 11730; 1909 § 1095

In case the director shall not be satisfied, as the result of
the examination, that the character, responsibility and general fitness
of the persons named in the articles of agreement are up to the standard
above provided, or that the convenience and needs of the community to be
served justify and warrant the opening of the new bank or trust company
therein, or that the probable volume of business in such locality is
sufficient to insure and maintain the solvency of the new bank and the
solvency of the then existing banks or trust companies in the locality,
without endangering the safety of any bank or trust company in the
locality as a place of deposit of public and private moneys; and on these
accounts or any one of them shall refuse to grant the certificate of
incorporation, he shall forthwith give notice thereof to the proposed
incorporators from whom the articles of agreement were received, who, if
they so desire, may within ten days thereafter appeal from the refusal to
the state banking board. (RSMo 1939 § 7942, A.L. 1941 p. 670, A. 1949
H.B. 2085, A.L. 1955 p. 266, A.L. 1967 p. 445)

Prior revisions: 1929 § 5347; 1919 § 11730; 1909 § 1095

(1959) Evidence held sufficient to sustain finding that the convenience
and needs of the community to be served justify and warrant the opening
of a bank. Suburban Bank of K.C. v. Jackson Co. State Bank (A.), 330
S.W.2d 183.

1. Any bank or trust company may at any time restate its
articles of agreement as theretofore amended, in the following manner:

(1) The directors may adopt a resolution setting forth the proposed
restated articles of agreement and directing that they be submitted to a
vote at a meeting of stockholders, which may be either an annual or a
special meeting, except that the proposed restated articles of agreement
need not be adopted by the directors and may be submitted directly to an
annual or special meeting of stockholders.

(2) Notice shall be given as provided in section 362.044.

(3) At the meeting a vote of the stockholders entitled to vote thereon
shall be taken on the proposed restated articles. The proposed restated
articles shall be adopted upon receiving the affirmative vote of a
majority of the outstanding shares entitled to vote.

(4) Upon such approval, restated articles of agreement shall be executed
in duplicate by the bank or trust company by its president or a vice
president and by its cashier or secretary or an assistant cashier or
secretary, and verified by one of the officers signing the articles. The
restated articles shall contain a statement that the restated articles
correctly set forth without change the corresponding provisions of the
articles of agreement as heretofore amended, and that the restated
articles of agreement supersede the original articles of agreement and
all amendments thereto.

(5) Duplicate originals of the restated articles of agreement shall be
delivered to the director of finance. If the director finds that the
restated articles conform to law, and that all required fees have been
paid, he or she shall file the same, and one of such copies shall be
retained by the director in the public records of the division of finance.

(6) The director thereupon shall issue a restated certificate of
incorporation setting forth the name of the bank or trust company, the
amount of its capital subscribed and paid up in full, the period of its
existence, and the address and location in the city or town at which the
corporation is authorized to conduct its business. A certified copy of
the restated articles shall be attached to the restated certificate of
incorporation and delivered to the bank or trust company.

(7) Upon the issuance of the restated certificate of incorporation by the
director of finance, the restated articles shall supersede the original
articles of agreement and all amendments thereto.

2. The articles of incorporation may be amended at the time of
restatement of the articles of incorporation in the following manner:

(1) The procedure required by this chapter for effecting an amendment to
the articles of incorporation may be carried out concurrently with the
procedure for restatement so that the proposed amendment and the restated
articles may be presented to the same meetings of directors and
shareholders;

(2) Such amendment, upon adoption by that percentage vote of shareholders
required for that particular amendment, and on being set forth in the
certificate of amendment required by this chapter, may then be
incorporated into such restated articles of incorporation;

(3) Duplicate originals of the amended and restated articles of agreement
shall be delivered to the director of finance. If the director finds that
the amended and restated articles conform to law, and that all required
fees have been paid, he or she shall file the same, and one of such
copies shall be retained by the director in the public records of the
division of finance;

(4) The director thereupon shall issue a restated certificate of
incorporation setting forth the name of the bank or trust company, the
amount of its capital subscribed and paid up in full, the period of its
existence, and the address and location at which the corporation is
authorized to conduct its business. A certified copy of the amended and
restated articles shall be attached to the restated certificate of
incorporation and delivered to the bank or trust company;

(5) Upon the issuance of the restated certificate of incorporation by the
director of finance, the amended and restated articles shall supersede
the original articles of agreement and all amendments thereto. (L. 1967
p. 445, A.L. 2000 S.B. 896, A.L. 2005 H.B. 707)

1. Stockholders' meetings may be held at such place, within this
state, as may be prescribed in the bylaws. In the absence of any such
provisions, all meetings shall be held at the principal banking house of
the bank or trust company.

2. An annual meeting of stockholders for the election of directors shall
be held on a day which each bank or trust company shall fix by its
bylaws; and if no day be so provided, then on the second Monday of
January.

3. Special meetings of the stockholders may be called by the directors or
upon the written request of the owners of a majority of the stock.

4. Notice of annual or special stockholders' meetings shall state the
place, day and hour of the meeting, and shall be published at least ten
days prior to the meeting and once a week after the first publication
with the last publication being not more than seven days before the day
fixed for such meeting, in some daily or weekly newspaper printed and
published in the city or town in which the bank or trust company is
located, and if there be none, then in some newspaper printed and
published in the county in which the bank or trust company is located,
and if there be none, then in some newspaper printed and published in an
adjoining county. A written or printed copy of the notice shall be
delivered personally or mailed to each stockholder at least ten but not
more than fifty days prior to the day fixed for the meeting, and shall
state, in addition to the place, day and hour, the purpose of any special
meeting or an annual meeting at which the stockholders will consider a
change in the par value of the corporation stock, the issuance of
preferred shares, a change in the number of directors, an increase or
reduction of the capital stock of the bank or trust company, a change in
the length of the corporate life, an extension or change of its business,
a change in its articles to avail itself of the privileges and provisions
of this chapter, or any other change in its articles in any way not
inconsistent with the provisions of this chapter. Any stockholder may
waive notice by causing to be delivered to the secretary during, prior to
or after the meeting a written, signed waiver of notice, or by attending
such meeting except where a stockholder attends a meeting for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

5. Unless otherwise provided in the articles of incorporation, a majority
of the outstanding shares entitled to vote at any meeting represented in
person or by proxy shall constitute a quorum at a meeting of
stockholders; provided, that in no event shall a quorum consist of less
than a majority of the outstanding shares entitled to vote, but less than
a quorum shall have the right successively to adjourn the meeting to a
specified date no longer than ninety days after the adjournment, and no
notice need be given of the adjournment to shareholders not present at
the meeting. Every decision of a majority of the quorum shall be valid as
a corporate act of the bank or trust company unless a larger vote is
required by this chapter.

6. (1) The stockholders of the bank or trust company may approve business
by proxy and cancel any stockholders' meeting, provided:

(a) The stockholders are sent notice of such stockholders' meeting and a
proxy referred to in this section;

(b) Within such proxy the stockholders are given the opportunity to
approve or disapprove the cancellation of such stockholders' meeting;

(c) At least eighty percent of such bank or trust company's stock is
voted by proxy; and

(d) All stockholders voting by proxy vote to cancel such stockholders'
meeting.

(2) No business shall be voted on by proxy other than that expressly set
out and clearly explained by the proxy material. If such stockholders'
meeting is canceled by proxy, notice of such cancellation shall be sent
to all stockholders at least five days prior to the date originally set
for such stockholders' meeting. The corporate secretary shall reflect all
proxy votes by subject and in chronological order in the board of
directors' minute book. The notice for such stockholders' meeting shall
state the effective date of any of the following: new directors'
election, change in corporate structure and any other change requiring
stockholder approval.

7. The voting shareholder or shareholders of the bank or trust company
may transact all business required at an annual or special stockholders'
meeting by unanimous written consent. (L. 1967 p. 445, A.L. 1998 S.B. 852
& 913, A.L. 2001 H.B. 738 merged with S.B. 186)

The power to make, alter, amend, or repeal the bylaws of the
bank or trust company shall be vested in the board of directors, unless
and to the extent that this power is reserved to the stockholders by the
bylaws or the articles of incorporation. The bylaws may contain any
provisions for the regulation and management of the affairs of the
corporation not inconsistent with law or the articles of agreement. (L.
1967 p. 445)

1. The board of directors of any bank or trust company may adopt
emergency bylaws, subject to repeal or change by action of the
stockholders or directors as may be provided in the articles of
agreement, which shall, notwithstanding any different provision elsewhere
in this chapter or in the articles of agreement or 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 may be practical and necessary for the circumstances of the
emergency, including provisions that:

(1) A meeting of the board of directors may be called by any officer or
director in such manner and under such conditions as shall be prescribed
in the emergency bylaws;

(2) The director or directors in attendance at the meeting, or any
greater number fixed by the emergency bylaws, shall constitute a quorum;
and

(3) The officers or other persons designated on a list approved by the
board of directors before the emergency, all in such order of priority
and subject to such conditions and for such period of time (not longer
than reasonably necessary after the termination of the emergency) as may
be provided in the emergency bylaws or in the resolution approving the
list, shall, to the extent required to provide a quorum at any meeting of
the board of directors, be deemed directors for such meeting.

2. The board of directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the
event that during such an emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of discharging
their duties.

3. The board of directors, either before or during any such emergency,
may, effective in the emergency, change the office or designate several
alternative officers, or authorize the officers so to do.

4. No officer, director, or employee acting in accordance with any
emergency bylaws shall be liable except for willful misconduct.

5. To the extent not inconsistent with any emergency bylaws so adopted,
the bylaws of the bank or trust company shall remain in effect during any
emergency and upon its termination the emergency bylaws shall cease to be
operative.

6. Unless otherwise provided in emergency bylaws, notice of any meeting
of the board of directors during such an emergency may be given only to
such of the directors as it may be feasible to reach at the time and by
such means as may be feasible at the time, including publication or radio.

7. To the extent required to constitute a quorum at any meeting of the
board of directors during such an emergency, the officers of the bank or
trust company who are present shall, unless otherwise provided in
emergency bylaws, be deemed, in order of rank and within the same rank in
order of seniority, directors for such meeting. (L. 1967 p. 445)

1. The amount of cash capital required of such bank or trust
company shall amount to not less than:

(1) Fifty thousand dollars if the place where its business is to be
transacted is an unincorporated or incorporated village or town the
population of which does not exceed five thousand inhabitants;

(2) Seventy-five thousand dollars if the place where its business is to
be transacted is an unincorporated or incorporated town the population of
which exceeds five thousand but does not exceed ten thousand inhabitants;

(3) One hundred fifty thousand dollars if the place where its business is
to be transacted is a city or town the population of which exceeds ten
thousand but does not exceed fifty thousand inhabitants;

(4) Three hundred thousand dollars if the place where its business is to
be transacted is a city the population of which exceeds fifty thousand
inhabitants.

2. Any bank or trust company now existing, the capital of which is not
equal to that limitation required of a bank or trust company in its
location, may continue to do business under its present capital, but
until the capital and surplus fund of a bank, or a trust company with
deposit liability, equals forty percent more than the minimum of capital
required for a bank or trust company in its location, one-tenth of its
net earnings for each dividend period as provided in section 362.315
shall be credited to the surplus fund, and no such bank or trust company
shall declare, credit or pay any dividends for any dividend period to its
stockholders until it has made such credit for that period to its surplus
fund; and until the capital and surplus fund of any trust company not
having deposit liability equals the minimum of capital required of a
trust company in its location, one-tenth of its net earnings for each
dividend period as provided in section 362.315 shall be credited to the
surplus fund, and no such trust company shall declare, credit or pay any
dividends until it has made the credit for that period to its surplus
fund. (RSMo 1939 § 7944, A.L. 1955 p. 261, A.L. 1961 p. 143, A.L. 1967 p.
445)

Prior revisions: 1929 § 5348; 1919 § 11731; 1909 § 1096

(1976) Held, amounts set out are minimums and state banking board may
require greater capitalization. Glasnapp v. State Banking Board (A.), 545
S.W.2d 382.

The capital stock of such corporation shall be divided into
shares having a par value. (RSMo 1939 § 7945, A.L. 1959 H.B. 144, A.L.
1963 p. 448, A.L. 1967 p. 445)

Prior revisions: 1929 § 5349; 1919 § 11732; 1909 § 1097

1. The par value of the shares of the corporation may be changed
by the stockholders at either a special or annual meeting of the
stockholders.

2. Notice of the proposed change shall be given as provided in section
362.044.

3. If the holders of a majority of the stock of the corporation at any
meeting shall vote in favor of a resolution authorizing a change in the
par value of its shares the resolution shall thereupon be adopted, and,
upon the filing with the director of the resolution, certified by the
secretary of the corporation to be a true and correct copy thereof
adopted by the holders of a majority of the stock of the corporation at a
meeting duly called and held in accordance with the provisions hereof,
the change in par value of the shares shall thereupon become effective.

4. The director shall issue a certificate of filing and certify two of
the copies, and one of the certified copies shall be filed by the
division of finance in its public records and the certificate provided to
the corporation. (RSMo 1939 § 7945, A.L. 1967 p. 445, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5349; 1919 § 11732; 1909 § 1097

The board of directors may close the transfer books of any bank
or trust company for a period not exceeding fifty days preceding the date
of any meeting of stockholders or the date of payment of any dividend or
the date for the allotment of rights or the date when any change or
conversion or exchange of shares shall go into effect; provided, however,
that in lieu of closing the stock transfer books as aforesaid, unless
prohibited by the bylaws the board of directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of shares shall go into effect, as a record date for the
determination* of the stockholders entitled to notice of, and to vote at,
any meeting, and any adjournment thereof, or entitled to receive payment
of any dividend, or entitled to any allotment of rights, or entitled to
exercise the rights in respect of any change, conversion or exchange of
shares. In such cases such stockholders and only such stockholders as
shall be stockholders of record on the date of closing the transfer books
or on the record date so fixed shall be entitled to notice of, and to
vote at, the meeting, and any adjournment thereof, or to receive payment
of the dividend, or to receive the allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the date of closing of the
transfer books or the record date fixed as aforesaid. If the board of
directors does not close the transfer books or set a record date of
termination of the stockholders entitled to notice of, and to vote at, a
meeting of stockholders, only the stockholders of record at the close of
business on the twentieth day preceding the date of the meeting shall be
entitled to notice of, and to vote at, the meeting, and any adjournment
thereof; except that if prior to the meeting written waivers of notice of
the meeting are signed and delivered to the corporation by all of the
stockholders of record at the time the meeting is convened, only the
stockholders of record at the time the meeting is convened shall be
entitled to vote at the meeting, and any adjournment thereof. (L. 1967 p.
445)

*Word "termination" appears in original rolls.

1. Every bank or trust company incorporated under the laws of
this state may, pursuant to this section, grant options to purchase, and
issue and sell, shares of its capital stock to its employees or officers
or a trustee in their behalf without first offering the shares to its
shareholders and for a consideration which shall be not less than the
higher of par value or ninety-five percent of the fair market value of
the shares at the time the option is granted and upon the terms and
conditions of a stock option plan approved by its board of directors and
the holders of a majority of its shares entitled to vote at a meeting
where the approval is sought.

2. In order to have shares of its capital stock available for issuance
and sale pursuant to stock option plans approved hereunder, every bank
and trust company may from time to time amend its articles of agreement
to provide for authorized but unissued shares of its capital stock in an
amount not to exceed ten percent of the authorized shares outstanding at
the time of the amendment. The amendments shall be made as provided by
law in the case of a capital increase which is to be paid in full before
becoming effective. The authorized and unissued shares need not become
issued and fully paid shares until the options to which the shares are
subject have been exercised and they shall not become part of the capital
stock of the particular bank or trust company except for the purpose
hereof until they have been issued and paid for in cash. To the extent
that authorized and unissued shares are not taken up under the stock
option plan to which they are allocated they may be reallocated
successively to other stock option plans.

3. In the absence of actual fraud in the transaction and within the
limits of the particular stock option plan, the judgment of the board of
directors and of any committee provided for in the stock option plan as
to the consideration for the issuance of the options and the sufficiency
thereof and as to the recipients of the options shall be conclusive. (L.
1961 p. 146 §§ 1, 2, 3)

1. No individual, partnership, unincorporated association or
corporation shall, directly or indirectly, receive or contract to receive
any commission, compensation, bonus, right or privilege of any kind for
organizing any bank or trust company in this state, or for securing a
subscription to the original capital stock or surplus of any bank or
trust company in this state, or to any increase thereof; provided, that
this section shall not be construed as prohibiting an attorney at law
from receiving compensation for legal service in connection therewith.

2. Each and every individual, partnership, unincorporated association or
corporation violating the provisions of this section shall forfeit to the
state one hundred dollars for each and every violation, and in addition
thereto double the amount of the commission, compensation or bonus. (RSMo
1939 § 7946, A.L. 1967 p. 445)

Prior revisions: 1929 § 5350; 1919 § 11733

The president, or the officer to whom he delegates the
responsibility, shall notify the director of finance not later than the
business day next following the day on which any shares of the capital
stock of the bank or trust company are transferred on the books of the
corporation if the total holdings of the transferee, after but not before
the transfer, amount to twenty-five percent or more of the capital stock
of the corporation, or at any time there is a change in the voting
control of the corporation by transfers from transferors previously
having control thereof. The report shall show the names of the
transferors and the transferees, the number of shares transferred, the
total number of shares held by the transferor and the transferee before
and after the transaction and the price paid for the shares, if the price
be known. Failure to report any such transfer shall constitute a
misdemeanor punishable by a fine of not less than one hundred dollars.
Each day of delay in making the report shall constitute a separate
offense. (L. 1967 p. 445)

Notwithstanding any other provision of the laws of this state
governing the organization, incorporation, management, and control of
corporations, and more particularly the organization, incorporation,
management, and control of banks, trust companies doing a banking
business and other financial institutions organized, incorporated, and
existing under the laws of this state and subject to the jurisdiction of,
and controlled by, the finance director of the state of Missouri, the
corporation may, with the consent of a majority of its stockholders,
issue and sell its shares of preferred stock, of one or more classes,
subject to the provisions of sections 362.075 to 362.100 and the approval
of the finance director of the state of Missouri. Whenever the term
"corporation" is used in sections 362.075 to 362.100, it shall be held to
mean any bank or trust company doing a banking business in the state of
Missouri. (RSMo 1939 § 8008, A.L. 1961 p. 463, A.L. 1967 p. 445)

1. Notwithstanding any provisions of law to the contrary, a bank
holding company all of whose bank subsidiaries' operations were conducted
in a state or states other than the state of Missouri as of January 1,
1995, may not charter de novo a bank or trust company under Missouri law
or a national bank located in Missouri, and such bank holding company may
not acquire any such bank or trust company or a national bank located in
Missouri that has been in continuous existence for less than five years.
Such limitation in the preceding sentence on such acquisition of a bank
or trust company shall not apply to the creation and acquisition of an
interim bank charter created to facilitate the acquisition of an existing
bank or trust company through a merger, provided such existing bank or
trust company meets the requirements of the preceding sentence, and
provided such acquisition by merger is completed in two years. Such
limitation shall also not apply to the relocation to Missouri of the main
office of a bank chartered under the law of another state, or a national
bank located in another state by the creation and acquisition of an
interim bank charter, provided that either category of bank, prior to
January 1, 1997, had its main office in Missouri and moved such office to
a contiguous state, with a branch remaining in Missouri.

2. Any state bank, trust company or national bank, already in existence
in another state, which is relocated to Missouri de novo shall calculate
the age of its bank charter for Missouri purposes as of the date such
charter is moved to Missouri, and may not engage in an interstate
acquisition or merger with the result that such charter is merged or
relocated to another state with Missouri branches of such charter
remaining in Missouri, until such bank or trust company's charter is at
least five years old.

3. The provisions of this section are enacted to implement a state option
permitting bank charter age requirements under the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994, Public Law 103-328 and to
clarify such age requirements.

4. The provisions of this section are severable. In the event that a
court of competent jurisdiction shall enter a decision finding any
provision of this section unconstitutional or otherwise invalid and if
such decision remains in force after all appeals therefrom have been
exhausted, all remaining provisions of this section shall remain in full
force and effect notwithstanding such decision and such decision shall
not be given retroactive effect by any court. (L. 1995 H.B. 63, et al.,
A.L. 1997 H.B. 257, A.L. 1999 S.B. 386)

Effective 7-13-99

The issuance and sale of its shares of preferred stock by any
corporation to which sections 362.075 to 362.100 apply may be authorized
at any annual meeting of its stockholders, or at any special meeting
thereof called and held for that purpose. Notice of * the meeting shall
be given as provided in section 362.044. The preferred shares so issued
may be issued as part of the existing capital of the issuing corporation,
or as an increase of its capital. (RSMo 1939 § 8009, A.L. 1967 p. 445)

*Word "any" appears here in original rolls.

Any bank, trust company, or other financial institution
hereafter organized and incorporated under the laws of the state of
Missouri for the purpose of doing a banking business, subject to the
control and supervision by the finance director of the state of Missouri,
may in its articles of agreement for incorporation provide for the
issuance and sale of its shares of preferred stock, subject to the
provisions of sections 362.075 to 362.100. (RSMo 1939 § 8010)

No shares of preferred stock having a par value of less than
twenty dollars nor more than one hundred dollars shall be issued by any
corporation to which sections 362.075 to 362.100 apply; and no such
shares shall be sold under authority of this law for less than one
hundred cents on the dollar of the par value thereof net to the issuing
corporation; and no such shares shall be valid until one hundred percent
of the par value thereof in lawful money of the United States has been
paid into the treasury of the issuing corporation. (RSMo 1939 § 8011)

The preferences and priorities, and the terms and conditions
governing the call, redemption, and retirement, of each class of the
preferred shares issued by any corporation under authority of sections
362.075 to 362.100 shall be clearly set forth in the amendment to its
charter authorizing the issuance and sale of such preferred shares, in
the case of all such corporations organized and existing prior to the
effective date of said sections and in the articles of agreement for the
incorporation of all such corporations hereafter organized and
incorporated, all of which shall be approved by the finance director of
the state of Missouri. (RSMo 1939 § 8012)

Any person who shall, contrary to any of the provisions of law,
knowingly aid, abet or participate directly or indirectly in issuing or
selling or causing to be issued or sold any share or shares of stock in
any bank or trust company shall be deemed guilty of a felony and upon
conviction thereof shall be punished by imprisonment by the department of
corrections and human resources for a term not exceeding five years or by
confinement in the county jail for a term not exceeding six months or by
a fine of not more than ten thousand dollars, or by both such fine and
confinement. (RSMo 1939 § 8013, A.L. 1967 p. 445)

1. Every bank and trust company created under the laws of this
state may for a fee or other consideration, directly or through a
subsidiary company, and upon complying with any applicable licensing
statute:

(1) Conduct the business of receiving money on deposit and allowing
interest thereon not exceeding the legal rate or without allowing
interest thereon, and of buying and selling exchange, gold, silver, coin
of all kinds, uncurrent money, of loaning money upon real estate or
personal property, and upon collateral of personal security at a rate of
interest not exceeding that allowed by law, and also of buying, investing
in, selling and discounting negotiable and nonnegotiable paper of all
kinds, including bonds as well as all kinds of commercial paper; and for
all loans and discounts made, the corporation may receive and retain the
interest in advance;

(2) Accept for payment, at a future date, drafts drawn upon it by its
customers and to issue letters of credit authorizing the holders thereof
to draw drafts upon it or upon its correspondents at sight or on time not
exceeding one year; provided, that no bank or trust company shall incur
liabilities under this subdivision to an amount equal at any time in the
aggregate to more than its paid-up and unimpaired capital stock and
surplus fund, except with the approval of the director under such general
regulations as to amount of acceptances as the director may prescribe;

(3) Purchase and hold, for the purpose of becoming a member of a Federal
Reserve Bank, so much of the capital stock thereof as will qualify it for
membership in the reserve bank pursuant to an act of Congress, approved
December 23, 1913, entitled "The Federal Reserve Act" and any amendments
thereto; to become a member of the Federal Reserve Bank, and to have and
exercise all powers, not in conflict with the laws of this state, which
are conferred upon any member by the Federal Reserve Act and any
amendments thereto. The member bank or trust company and its directors,
officers and stockholders shall continue to be subject, however, to all
liabilities and duties imposed upon them by any law of this state and to
all the provisions of this chapter relating to banks or trust companies;

(4) Subscribe for and purchase such stock in the Federal Deposit
Insurance Corporation and to make such payments to and to make such
deposits with the Federal Deposit Insurance Corporation and to pay such
assessments made by such corporation as will enable the bank or trust
company to obtain the benefits of the insurance of deposits under the act
of Congress known as "The Banking Act of 1933" and any amendments thereto;

(5) Invest in a bank service corporation as defined by the act of
Congress known as the "Bank Service Corporation Act", Public Law 87-856,
as approved October 23, 1962, to the same extent as provided by that act
or any amendment thereto;

(6) Hold a noncontrolling equity interest in any business entity that
conducts only activities that are financial in nature or incidental to
financial activity or that is established pursuant to subdivision (16) of
this subsection where the majority of the stock or other interest is held
by Missouri banks, Missouri trust companies, national banks located in
Missouri, or any foreign bank with a branch or branches in Missouri, or
any combination of these financial institutions; provided that if the
entity is defined pursuant to Missouri law as any type of financial
institution subsidiary or other type of entity subject to special
conditions or regulations, those conditions and regulations shall remain
applicable, and provided that such business entity may be formed as any
type of business entity, in which each investor's liability is limited to
the investment in and loans to the business entity as otherwise provided
by law;

(7) Receive upon deposit for safekeeping personal property of every
description, and to own or control a safety vault and rent the boxes
therein;

(8) Purchase and hold the stock of one safe deposit company organized and
existing under the laws of the state of Missouri and doing a safe deposit
business on premises owned or leased by the bank or trust company at the
main banking house and any branch operated by the bank or trust company;
provided, that the purchasing and holding of the stock is first duly
authorized by resolution of the board of directors of the bank or trust
company and by the written approval of the director, and that all of the
shares of the safe deposit company shall be purchased and held, and shall
not be sold or transferred except as a whole and not be pledged at all,
all sales or transfers or pledges in violation hereof to be void;

(9) Act as the fiscal or transfer agent of the United States, of any
state, municipality, body politic or corporation and in such capacity to
receive and disburse money, to transfer, register and countersign
certificates of stock, bonds and other evidences of indebtedness;

(10) Acquire or convey real property for the following purposes:

(a) Real property conveyed to it in satisfaction or part satisfaction of
debts previously contracted in the course of its business; and

(b) Real property purchased at sales under judgment, decrees or liens
held by it;

(11) Purchase, hold and become the owner and lessor of personal property
acquired upon the specific request of and for use of a customer; and, in
addition, leases that neither anticipate full purchase price repayment on
the leased asset, nor require the lease to cover the physical life of the
asset, other than those for motor vehicles which will not be used by bank
or trust company personnel, and may incur such additional obligations as
may be incident to becoming an owner and lessor of the property, subject
to the following limitations:

(a) Lease transactions do not result in loans for the purpose of section
362.170, but the total amount disbursed under leasing obligations or
rentals by any bank to any person, partnership, association, or
corporation shall at no time exceed the legal loan limit permitted by
statute except upon the written approval of the director of finance;

(b) Lease payments are in the nature of rent rather than interest, and
the provisions of chapter 408, RSMo, are not applicable;

(12) Contract with another bank or trust company, bank service
corporation or other partnership, corporation, association or person,
within or without the state, to render or receive services such as check
and deposit sorting and posting, computation and posting of interest and
other credits and charges, preparation and mailing of checks, statements,
notices, and similar items, or any other clerical, bookkeeping,
accounting, statistical, financial counseling, or similar services, or
the storage, transmitting or processing of any information or data;
except that, the contract shall provide, to the satisfaction of the
director of finance, that the party providing such services to a bank or
trust company will be subject to regulation and examination to the same
extent as if the services were being performed by the bank or trust
company on its own premises. This subdivision shall not be deemed to
authorize a bank or trust company to provide any customer services
through any system of electronic funds transfer at places other than bank
premises;

(13) Purchase and hold stock in a corporation whose only purpose is to
purchase, lease, hold or convey real property of a character which the
bank or trust company holding stock in the corporation could itself
purchase, lease, hold or convey pursuant to the provisions of paragraph
(a) of subdivision (10) of this subsection; provided, the purchase and
holding of the stock is first duly authorized by resolution of the board
of directors of the bank or trust company and by the written approval of
the director, and that all of the shares of the corporation shall be
purchased and held by the bank or trust company and shall not be sold or
transferred except as a whole;

(14) Purchase and sell investment securities, without recourse, solely
upon order and for the account of customers; and establish and maintain
one or more mutual funds and offer to the public shares or participations
therein. Any bank which engages in such activity shall comply with all
provisions of chapter 409, RSMo, regarding the licensing and registration
of sales personnel for mutual funds so offered, provided that such banks
shall register as a broker-dealer with the office of the commissioner of
securities and shall consent to supervision and inspection by that office
and shall be subject to the continuing jurisdiction of that office;

(15) Make debt or equity investments in corporations or projects, whether
for profit or not for profit, designed to promote the development of the
community and its welfare, provided that the aggregate investment in all
such corporations and in all such projects does not exceed five percent
of the unimpaired capital of the bank, and provided that this limitation
shall not apply to loans made under the authority of other provisions of
law, and other provisions of law shall not limit this subdivision;

(16) Offer through one or more subsidiaries any products and services
which a national bank may offer through its financial subsidiaries,
subject to the limitations that are applicable to national bank financial
subsidiaries, and provided such bank or trust company meets the division
of finance safety and soundness considerations. This subdivision is
enacted to provide in part competitive equality with national banks'
powers under the Gramm-Leach-Bliley Act of 1999, Public Law 106-102.

2. In addition to the power and authorities granted in subsection 1 of
this section, and notwithstanding any limitations therein, a bank or
trust company may:

(1) Purchase or lease, in an amount not exceeding its legal loan limit,
real property and improvements thereto suitable for the convenient
conduct of its functions. The bank may derive income from renting or
leasing such real property or improvements or both. If the purchase or
lease of such real property or improvements exceeds the legal loan limit
or is from an officer, director, employee, affiliate, principal
shareholder or a related interest of such person, prior approval shall be
obtained from the director of finance; and

(2) Loan money on real estate and handle escrows, settlements and
closings on real estate for the benefit of the bank's customers, as a
core part of the banking business, notwithstanding any other provision of
law to the contrary.

3. In addition to the powers and authorities granted in subsection 1 of
this section, every trust company created under the laws of this state
shall be authorized and empowered to:

(1) Receive money in trust and to accumulate the same at such rate of
interest as may be obtained or agreed upon, or to allow such interest
thereon as may be prescribed or agreed;

(2) Accept and execute all such trusts and perform such duties of every
description as may be committed to it by any person or persons
whatsoever, or any corporation, and act as assignee, receiver, trustee
and depositary, and to accept and execute all such trusts and perform
such duties of every description as may be committed or transferred to it
by order, judgment or decree of any courts of record of this state or
other states, or of the United States;

(3) Take, accept and hold, by the order, judgment or decree of any court
of this state, or of any other state, or of the United States, or by
gift, grant, assignment, transfer, devise or bequest of any person or
corporation, any real or personal property in trust, and to execute and
perform any and all the legal and lawful trusts in regard to the same
upon the terms, conditions, limitations and restrictions which may be
declared, imposed, established or agreed upon in and by the order,
judgment, decree, gift, grant, assignment, transfer, devise or bequest;

(4) Buy, invest in and sell all kinds of stocks or other investment
securities;

(5) Execute, as principal or surety, any bond or bonds required by law to
be given in any proceeding, in law or equity, in any of the courts of
this state or other states, or of the United States;

(6) Act as trustee, personal representative, or conservator or in any
other like fiduciary capacity;

(7) Act as attorney-in-fact or agent of any person or corporation,
foreign or domestic, in the management and control of real or personal
property, the sale or conveyance of same, the investment of money, and
for any other lawful purpose.

4. (1) In addition to the powers and authorities granted in this section,
the director of finance may, from time to time, with the approval of the
state banking board, issue orders granting such other powers and
authorities as have been granted to financial institutions subject to the
supervision of the federal government to:

(a) State-chartered banks and trust companies which are necessary to
enable such banks and trust companies to compete;

(b) State-chartered banks and trust companies to establish branches to
the same extent that federal law permits national banks to establish
branches;

(c) Subsidiaries of state-chartered banks and trust companies to the same
extent powers are granted to national bank subsidiaries to enable such
banks and trust companies to compete;

(d) State-chartered banks and trust companies to establish trust
representative offices to the same extent national banks are permitted
such offices.

(2) The orders shall be promulgated as provided in section 361.105, RSMo,
and shall not be inconsistent with the constitution and the laws of this
state.

5. As used in this section, the term "subsidiary" shall include one or
more business entities of which the bank or trust company is the owner,
provided the owner's liability is limited by the investment in and loans
to the subsidiary as otherwise provided for by law.

6. A bank or trust company to which authority is granted by regulation in
subsection 4 of this section, based on the population of the political
subdivision, may continue to exercise such authority for up to five years
after the appropriate decennial census indicates that the population of
the town in which such bank or trust company is located has exceeded the
limits provided for by regulation pursuant to subsection 4 of this
section. (RSMo 1939 § 7949, A. 1949 H.B. 2085, A.L. 1963 p. 449, A.L.
1965 p. 560, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1983 S.B. 44 &
45, A.L. 1986 H.B. 1207, A.L. 1990 H.B. 1456, A.L. 1991 H.B. 206, A.L.
1992 S.B. 688, A.L. 1995 S.B. 215, A.L. 2000 S.B. 896, A.L. 2001 H.B. 738
merged with S.B. 186, A.L. 2003 H.B. 221 merged with S.B. 346)

Prior revisions: 1929 § 5354; 1919 § 11737; 1909 § 1094

CROSS REFERENCES: Multinational banks, securities and obligations of,
investment in, when, RSMo 409.950

Savings accounts in insured savings and loan associations, investment in
authorized, RSMo 369.194

In addition to the powers authorized by section 362.105:

(1) A bank or trust company may exercise all powers necessary, proper or
convenient to effect any of the purposes for which the bank or trust
company has been formed and any powers incidental to the business of
banking;

(2) A bank or trust company may offer any direct and indirect benefits to
a bank customer for the purpose of attracting deposits or making loans,
provided said benefit is not otherwise prohibited by law, and the income
or expense of such activity is nominal;

(3) Notwithstanding any other law to the contrary, every bank or trust
company created under the laws of this state may, for a fee or other
consideration, directly or through a subsidiary company, and upon
complying with any applicable licensing statute, acquire and hold the
voting stock of one or more corporations the activities of which are
managing or owning agricultural property, owning and leasing governmental
structures except as limited by other law, subdividing and developing
real property and building residential housing or commercial improvements
on such property, and owning, renting, leasing, managing, operating for
income and selling such property; provided that, the total of all
investments, loans and guarantees made pursuant to the authority of this
subdivision shall not exceed five percent of the total assets of the bank
or trust company as shown on the next preceding published report of such
bank or trust company to the director of finance, or obtained by the
director pursuant to subsection 3 of section 361.130, RSMo, unless the
director of the division of finance approves a higher percentage by
regulation, but in no event shall such percentage exceed that allowed
national banks by the appropriate regulatory authority, and, in addition
to the investments permitted by this subdivision, a bank or trust company
may extend credit, not to exceed the lending limits of section 362.170,
to each of the corporations in which it has invested. No provision of
this section authorizes a bank, nondepository trust company, or trust
company to own or operate, directly or through a subsidiary company, a
real estate brokerage company;

(4) Notwithstanding any other law to the contrary except for bank
regulatory powers in chapter 361, RSMo, powers incidental to the business
of banking shall include the authority of every Missouri bank, for a fee
or other consideration, and upon complying with any applicable licensing
and registration law, to conduct any activity that national banks are
expressly authorized by federal law to conduct, if such Missouri bank
meets the prescribed standards, provided that powers conferred by this
subdivision:

(a) Shall always be subject to the same limitations applicable to a
national bank for conducting the activity;

(b) Shall be subject to applicable Missouri insurance law;

(c) Shall be subject to applicable Missouri licensing and registration
law for the activity;

(d) Shall be subject to the same treatment prescribed by federal law; and
any enabling federal law declared invalid by a court of competent
jurisdiction or by the responsible federal chartering agency shall be
invalid for the purposes of this subdivision; and

(e) May be exercised by a Missouri bank after that institution has
notified the director of its intention to exercise such specific power at
the close of the notice period and the director, in response, has made a
determination that the proposed activity is not an unsafe or unsound
practice and such institution meets the prescribed standards required for
the activity permitted national banks in the interpretive letter. The
director may either take no action or issue an interpretive letter to the
institution more specifically describing the activity permitted, and any
limitations on such activity. The notice provided by the institution
requesting such activity shall include copies of the specific law
authorizing the power for national banks, and documentation indicating
that such institution meets the prescribed standards. The notice period
shall be thirty days but the director may extend it for an additional
sixty days. After a determination has been made authorizing any activity
pursuant to this subdivision, any Missouri bank may exercise such power
as provided in subdivision (5) of this section without giving notice;

(5) When a determination is made pursuant to paragraph (e) of subdivision
(4) of this section, the director shall issue a public interpretative
letter or statement of no action regarding the specific power authorized
pursuant to subdivision (4) of this section; such interpretative letters
and statements of no action shall be made with the name of the specific
institution and related identifying facts deleted. Such interpretative
letters and statements of no action shall be published on the division of
finance public Internet web site, and filed with the office of the
secretary of state for ten days prior to effectiveness. Any other
Missouri bank may exercise any power approved by interpretative letter or
statement of no action of the director pursuant to this subdivision;
provided, the institution meets the requirements of the interpretative
letter or statement of no action and the prescribed standards required
for the activity permitted national banks in the interpretive letter.
Such Missouri bank shall not be required to give the notice pursuant to
paragraph (e) of subdivision (4) of this section. For the purposes of
this subdivision and subdivision (4) of this section, "activity" shall
mean the offering of any product or service or the conducting of any
other activity; "federal law" shall mean any federal statute or
regulation or an interpretive letter issued by the Office of the
Comptroller of the Currency; "Missouri bank" shall mean any bank or trust
company created pursuant to the laws of this state. (L. 1981 S.B. 28,
A.L. 1985 S.B. 52, A.L. 1990 H.B. 1456, A.L. 2001 H.B. 738 merged with
S.B. 186, A.L. 2002 S.B. 895, A.L. 2003 H.B. 221 merged with S.B. 346)

1. Every bank and every trust company organized under Missouri
law may, upon compliance with this section, establish, maintain and
operate branches separate and apart from the location designated in its
articles of agreement.

2. No bank or trust company may establish, maintain or operate any branch
without having first obtained the approval of the director of finance;
provided that a drop box for deposit purposes shall not be considered a
branch.

3. All those services which a bank or trust company is authorized by law
to provide may be provided at any of its branches.

4. Whenever any bank or trust company desires to establish, maintain and
operate a branch, or to move a branch previously established to another
location, it shall apply to the director of finance for such authority
and provide the director of finance with such relevant information as he
may reasonably request. In determining whether or not to approve the
application, the director of finance shall consider:

(1) The convenience, needs and welfare of the people of the community and
area to be served;

(2) The financial strength of the bank or trust company making
application for the branch in relation to the cost of establishing,
maintaining and operating the branch;

(3) Whether any other banks or trust companies will be seriously injured
by the approval of the application for the branch; provided, however, any
bank which purchases assets of a closed bank or a failed savings and loan
association closed by its chartering authority may establish, maintain
and operate branches at all locations which were operated by the closed
bank or failed savings and loan association. For purposes of this
section, the terms "closed bank" or "failed savings and loan association"
shall include a bank or savings and loan association whose sale is
arranged by the Federal Deposit Insurance Corporation or similar agency
in order to avoid failure.

5. The decision of the director of finance granting or denying any such
application may be appealed in the same manner as decisions by him
pursuant to section 362.040 may be appealed.

6. National banking associations located in Missouri shall have the same
but no greater right under or by virtue of this section as banks and
trust companies which are organized under Missouri law. (L. 1959 H.B. 568
§§ 1, 2, A.L. 1971 S.B. 146, A.L. 1972 H.B. 1062, A.L. 1978 S.B. 794,
A.L. 1980 H.B. 1071, A.L. 1982 H.B. 1079, A.L. 1983 H.B. 565, A.L. 1985
S.B. 52 merged with H.B. 408, A.L. 1986 H.B. 1195 merged with S.B. 648,
A.L. 1987 H.B. 426, A.L. 1990 H.B. 1456, A.L. 1991 H.B. 206, A.L. 2005
H.B. 707)

(1977) Bank of Belton v. State Banking Board, state of Missouri (554
S.W.2d 451) reaffirmed. Held that action of director in granting or
refusing an application is reviewable by state banking board. Bank of
Crestwood v. State Banking Board. (A.), 554 S.W.2d 519.

(1981) When legislature used words "unincorporated community," "community
and area to be served," and "community to be served" in banking statutes
it had in mind "banking community" as opposed to a fixed geographic area.
Bank of Crestwood v. Gravois Bank (Mo.), 616 S.W.2d 505.

Notwithstanding any law to the contrary, any order or ordinance
by any political subdivision shall be consistent with and not more
restrictive than state law and regulations governing lending or deposit
taking entities regulated by the division of finance or the division of
credit unions within the department of economic development. (L. 2001
H.B. 738 merged with S.B. 186)

In order that banks and trust companies doing a banking
business, organized under the laws of the state of Missouri and the
depositors thereof may have the same opportunity and enjoy the benefits
of the act of Congress known as "The Banking Act of 1933" in relation to
the insurance of deposits and all amendments thereto, as national banks,
the Federal Deposit Insurance Corporation shall, with like force and
effect as if the closed bank or trust company were a national bank, be
subrogated to all the rights against a closed bank or trust company of
the owners of insured deposits therein and shall be entitled to receive
such dividends from the proceeds of the assets of such closed bank or
trust company as would have been payable to the depositors, until the
dividends shall equal the insured deposit liability to the depositor; and
the Federal Deposit Insurance Corporation may, if it shall deem it
expedient or necessary so to do, present and procure the allowance of the
claim or claims of any insured depositor or depositors, or may require
insured depositors to make due proof of their claims or to assign their
claims to the Federal Deposit Insurance Corporation, or to do any other
act which may be deemed necessary or expedient to enable the Federal
Deposit Insurance Corporation to fully avail itself of the above right to
subrogation. (RSMo 1939 § 7949, A. 1949 H.B. 2085, A.L. 1967 p. 445)

Prior revisions: 1929 § 5354; 1919 § 11737

A bank or trust company may impose fees or service charges on
deposit accounts; however, such fees or service charges are subject to
such conditions or requirements that may be fixed by regulations pursuant
to section 361.105, RSMo, by the director of the division of finance and
the state banking board. Notwithstanding any law to the contrary, no such
condition or requirement shall be more restrictive than the fees or
service charges on deposit accounts or similar accounts permitted any
federally chartered depository institution. (L. 2003 H.B. 221 merged with
S.B. 346)

In addition to any other banking authority, a bank or trust
company may act as a custodian for any entity, public or private, and
place funds in any other financial institutions, provided such funds are
placed in deposits and insured by the Federal Deposit Insurance
Corporation. (L. 2004 S.B. 1093)

1. Any bank organized under the laws of this state having a
paid-up capital of at least fifty thousand dollars in any unincorporated
or incorporated village or city having a population of less than ten
thousand inhabitants; a capital of at least one hundred thousand dollars
in any city having a population of at least ten thousand and not more
than fifty thousand inhabitants; and having a capital of two hundred
thousand dollars in any city that exceeds fifty thousand inhabitants
shall have and may exercise any part or all of the fiduciary powers now
or hereafter granted under the laws of this state to trust companies,
subject, however, to all conditions, restrictions and limitations which
now exist or may hereafter be adopted applicable to trust companies.

2. Any bank desiring to exercise the fiduciary powers granted to trust
companies shall make application therefor in writing to the finance
director, stating under oath that a meeting of its stockholders duly and
regularly called in accordance with the provisions of law, a majority of
the stockholders present and voting, voted to have the appropriate
officers of the bank make application to the finance director for the
exercise of fiduciary powers above referred to.

3. Upon the making of the application the finance director shall examine
or cause an examination to be made of the bank in order to ascertain
whether or not the requirements of the law have been complied with, and
to determine:

(1) The needs of the community for fiduciary services and the probable
volume of such fiduciary business available to the bank;

(2) The general condition of the bank, including the adequacy of its
capital and surplus in relation to the character and condition of its
assets and to its deposit liabilities and other corporate
responsibilities, including the exercise of fiduciary powers;

(3) The general character and ability of the management of the bank;

(4) The nature of the supervision to be given to the fiduciary
activities, including the qualifications, experience and character of the
proposed officer or officers of the trust department;

(5) Whether the bank has available legal counsel to advise and pass upon
fiduciary matters wherever necessary.

4. In case the director shall find that all of the provisions of the law
have been complied with and that on the basis of the above factors the
bank is qualified for and should be given fiduciary powers, he or she
shall grant a certificate setting forth that the bank is entitled to
exercise all or any part of the fiduciary powers granted to trust
companies, and one certified copy shall be filed in the public records of
the division of finance and the original certificate sent to the bank or
trust company.

5. Before any such bank shall exercise any of the powers above referred
to in this section, it shall organize a separate trust department for the
exercise of its fiduciary powers, which department shall be in charge of
a trust officer. Upon the granting of the certificate the bank may use
the words "trust company" as a part of its corporate name. (RSMo 1939 §
7949, A. 1949 H.B. 2085, A.L. 1967 p. 445, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5354; 1919 § 11737

1. Any bank or trust company may, with the approval of the
director of the division of finance, originate trust accounts which will
be administered, pursuant to contract, by a bank or trust company having
full fiduciary powers and located in this state. The bank or trust
company originating such accounts shall be known as the originating
trustee and the institution with which it contracts shall be referred to
as the contracting trustee.

2. The application for authority to act as originating trustee shall
designate the contracting trustee and shall be accompanied by a certified
copy of the contract between the originating and contracting trustees.

3. The director of the division of finance shall approve any application
by a bank or trust company seeking to act as originating trustee if he or
she determines that the nature of the supervision to be given to the
fiduciary activities, and the circumstances under which the agency
relationship shall be terminated warrant belief that the customers will
be protected. He or she shall issue a certificate approving the
application and one certified copy shall be filed in the public records
of the division of finance with the original certificate sent to the bank
or trust company.

4. The originating trustee shall function as an agent of the contracting
trustee, and such relationship shall be disclosed to the customers. The
originating trustee may provide the administrative, advertising and
safekeeping services incident to the trust business but the contracting
trustee shall perform any and all fiduciary services in connection with
trust relationships accepted under this section.

5. The contracting trustee shall assume any and all fiduciary liability
the originating trustee may have or incur with no right of contribution
or recovery from the originating trustee, except for liability resulting
from negligence in the performance of duties actually performed by the
originating trustee.

6. Any trust or estate administered under this section shall be subject
to the provisions of sections 362.550 and 362.580. (L. 1983 S.B. 331 §
362.116, subsecs. 1 to 6, A.L. 1984 H.B. 1141, A.L. 2000 S.B. 896)

1. Any bank may become a trust company with all the powers and
subject to all the obligations and duties of trust companies organized
under the provisions of this chapter.

2. A bank desiring to become a trust company shall proceed in the
following manner:

(1) It shall call a meeting of its stockholders and shall give notice
thereof as provided in section 362.044;

(2) At the meeting so called the stockholders of the bank may, by a vote
of at least two-thirds of the entire capital stock issued, outstanding
and entitled to vote, direct that the bank shall be transformed into a
trust company. In the event that such action is taken by the prescribed
vote, a resolution may be adopted fixing a future date certain upon which
the state bank shall be transformed into a trust company and directing
not less than five nor more than thirty of the stockholders of the bank,
who shall be designated by name in the resolution, to proceed with the
organization of the trust company;

(3) The designated stockholders shall proceed in all respects as is
provided by law for other individuals in incorporating a trust company,
except that the articles of agreement may provide that instead of the
capital stock being paid up in lawful money the same may be paid up by an
assignment of the assets of the state bank about to dissolve, the
assignment to take effect at the aforesaid future date certain, and the
director may allow the assignment to be accepted instead of cash, if the
incorporators shall have certified in the articles of agreement that the
net value of the assigned assets is equal to at least the full amount of
the stock of the proposed trust company, and the director, as the result
of an examination by himself, his deputies or his examiners, is satisfied
that the assets are of such value, and except further that the
stockholders may request in the resolution referred to in subdivision (2)
of this subsection that the new charter contain the original
incorporation date for such state bank to be dissolved and the director
shall grant such request to be included in the new trust company public
charter to be issued. (L. 1967 p. 445, A.L. 1989 H.B. 378, A.L. 1989 1st
Ex. Sess. H.B. 4, A.L. 2002 S.B. 895)

(Source: RSMo 1959 § 363.140)

1. Any trust company may become a state bank with all the powers
and subject to all the obligations and duties of state banks organized
under the provisions of this chapter.

2. A trust company desiring to become a state bank shall proceed in the
following manner:

(1) It shall call a meeting of its stockholders and shall give notice
thereof as provided in section 362.044.

(2) At the meeting so called the stockholders of the trust company may by
a vote of at least two-thirds of its entire capital stock issued,
outstanding and entitled to vote, direct that the trust company shall be
transformed into a state bank. In the event that such action is taken by
the prescribed vote, a resolution shall be adopted fixing a future date
certain upon which the trust company shall be transformed into a state
bank and directing that not less than five, and not more than thirty, of
the stockholders of the trust company, who shall be designated by name in
the resolution, proceed with the organization of the state bank.

(3) The designated stockholders shall proceed in all respects as provided
by law for other individuals in incorporating state banks, except that
the articles of agreement may provide that instead of the capital stock
being paid up in lawful money the same may be paid up by an assignment of
so much of the assets of the trust company about to dissolve as may be
necessary to pay up the capital stock of the state bank, the assignment
to take effect on the aforesaid future date certain, and the director may
allow the assignment to be accepted instead of cash, if the incorporators
shall have certified in the articles of agreement that the net value of
the assigned assets is equal to at least the full amount of the capital
stock of the proposed state bank, and the director, as the result of an
examination by himself, his deputies, or his examiners, is satisfied that
the assets are of such value.

(4) No such trust company shall be permitted to become a state bank
unless it shall, on or prior to the future date certain named in the
above mentioned resolution, have caused a successor trustee, or successor
trustees, to be appointed by the circuit court having jurisdiction, and
shall have made settlement with the successor trustee, or successor
trustees, and the settlement has been approved by the circuit court in
all trust matters which by the nature thereof may be turned over to the
successor trustee, or successor trustees, and shall have given such
security, or made such provision, for discharging all liabilities
including all contingent and undisclosed liabilities, if any, of the
trust company, as may be required by the state director of finance. (L.
1967 p. 445, A.L. 1978 H.B. 1634)

(Source: RSMo 1959 § 363.530)

Effective 1-2-79

Any bank organized pursuant to the laws of this state may invest
not to exceed five percent of its capital, surplus and undivided profits
in shares of stock in any new or existing trust company or companies or
any new or existing holding company or companies controlling a trust
company or companies, provided that such holding company is either a bank
holding company or is a holding company with the sole purpose of owning a
trust company, if the direct or indirect ownership of a majority of such
stock or class of stock in such entity or entities is restricted to banks
authorized to do business in the state of Missouri. For purposes of this
section, the term "ownership of a majority of such stock or class of
stock" does not mean or infer that such owner or owners have a
controlling interest or voting interest in such trust company or
companies, and the term "entity" means a trust company, bank holding
company or a holding company that is not a bank holding company but that
has the sole purpose of owning a trust company. (L. 1983 S.B. 331 §
362.116, subsec. 7, A.L. 1996 S.B. 494, A.L. 2000 S.B. 896, A.L. 2001
H.B. 738 merged with S.B. 186)

1. Any bank or trust company organized under the laws of this
state may, through action of its board of directors and without requiring
any action by stockholders, with the written consent of the finance
director, issue and sell at not less than par its capital notes.

2. If, at the time of the issuance of such capital notes the capital of
such bank or trust company is impaired, and there shall have been issued
and sold capital notes of such bank or trust company in accordance with
the provisions of sections 362.120 to 362.135, in an amount equal to or
more than the impairment of the capital of such bank or trust company, as
found by the director of finance, then the capital of such bank or trust
company shall for all purposes be deemed to be restored and unimpaired.

3. Such capital notes may be sold for cash or, with the written consent
and approval of the director of finance, for property and they shall be
of a nature specified in, and conform to, the requirements of the several
provisions of sections 362.120 to 362.135. (RSMo 1939 § 7906)

Prior revision: 1929 § 5312

1. The capital notes shall be in such denominations and the
holders thereof shall be entitled to such annual return thereon as the
board of directors of the bank or trust company may determine, subject to
the approval of the director of finance. The capital notes shall provide
that they may be retired at such time or times and in such manner as may
be fixed by the board of directors of the bank or trust company, but in
no event later than twenty years after the date of their authorization;
provided, however, that no bank or trust company shall retire the capital
notes if by the retirement an impairment of its capital will be created.

2. If at the time of the issuance of the capital notes there exists an
impairment of the capital of the bank or trust company issuing the same,
and if the impairment of capital exists by reason of the fact, as
determined by the director of finance, that certain assets of the bank or
trust company are of doubtful value, are uncollectible, or are otherwise
objectionable, these assets or portions thereof so determined to be of
doubtful value, uncollectible or otherwise objectionable may, upon
issuance of the capital notes, be set apart from the other assets of the
bank or trust company and shall thereafter be held by it in trust for the
purpose of selling, enforcing, collecting or adjusting the same for the
use and benefit of the holders of the capital notes, and, if the assets
shall be so set apart, all amounts realized from the sale, enforcement,
collection or adjustment of any of the assets shall be applied to the
ratable retirement of the capital notes and income thereon as provided in
section 362.135.

3. If an impairment of capital exists in whole or in part by reason of
the fact, as determined by the director of finance, that certain assets
of the bank or trust company have depreciated in value, in that event the
bank or trust company may issue to the holders of the capital notes a
right of participation to such extent as may be agreed upon in any
increase in the value of the assets.

4. The capital notes shall at the time of their issuance be, and shall at
all times thereafter remain, subordinate in rank and subject to the prior
payment of all of the debts and obligations of the bank or trust company
except certificates of indebtedness heretofore issued, and the bank or
trust company may, for the security and protection of the holders of the
capital notes, agree upon such restriction upon the distribution or
payment of dividends on its capital stock as the board of directors may
decide; provided, however, that, subject to the provisions of section
362.315, relating to banks and trust companies, the capital notes and
accrued return thereon may be retired in whole or in part, with the
written approval of the director of finance. (RSMo 1939 § 7907, A.L. 1967
p. 445, A.L. 1987 H.B. 426)

Prior revision: 1929 § 5313

In any case where such capital notes to be issued as provided
under the provisions of sections 362.120 to 362.135 are made retirable in
a period less than twenty years after their authorization, the bank or
trust company issuing such capital notes may, by a provision inserted
therein to the effect, reserve the right from time to time to extend the
time for the retirement of said capital notes and, in such event, the
bank or trust company so issuing said capital notes may, by vote of a
majority of its board of directors, with the consent of the finance
director, make such extension. (RSMo 1939 § 7908)

Prior revision: 1929 § 5314

1. Upon the assets of any bank or trust company issuing capital
notes being set apart for the use and benefit of the holders of such
capital notes, as provided in section 362.125, such bank or trust company
shall proceed to collect and liquidate such assets and shall have full
authority to sell or enter into any compromise concerning the same.

2. All amounts received or collected by such bank or trust company from
the sale, collection or adjustment of such assets and/or from such rights
of participation provided for in section 362.125 shall be deposited and
kept by it in a separate fund and account, and all such amounts shall be
held in trust for the use and benefit of the holders of such capital
notes.

3. Whenever such funds so held in trust are equal to ten percent of the
aggregate amount of the notes then outstanding, such bank or trust
company shall distribute and pay such funds to the holders of such
capital notes ratably; provided, however, that it shall not be required
to make such distribution more often than once in sixty days.

4. In the event the director of finance shall take possession of the
business and property of any bank or trust company which has issued any
such capital notes, such assets may, upon the request in writing to the
director of finance by the holders of the majority in amount of such
capital notes, be sold to the highest bidder for cash, and the proceeds
thereof shall be paid into the fund above provided for retirement of
capital notes; provided, however, that, upon the retirement of such
capital notes in full and accruals thereon, any of such assets then
remaining undisposed of, or any surplus proceeds of any such sale, shall
inure to the benefit of such bank or trust company. (RSMo 1939 § 7909)

Prior revision: 1929 § 5315

Any bank or trust company possessing a capital and surplus of
one million dollars or more may file application with the director, upon
such conditions and under such regulations as may be prescribed by the
director, for permission to exercise the following powers; provided, that
any bank or trust company, without regard to the amount of its capital
and surplus, may file an application for permission to exercise the
powers specified in subdivision (2) below:

(1) To establish branches in foreign countries or dependencies or insular
possessions of the United States for the furtherance of foreign commerce
of the United States and to act, if required to do so, as fiscal agents
of the United States;

(2) To invest an amount not exceeding in the aggregate ten percent of its
paid-in capital stock and surplus in the stock of one or more banks or
corporations chartered or incorporated under the laws of the United
States, or of any state thereof, and principally engaged in international
or foreign banking or banking in a dependency or insular possession of
the United States, either directly or through the agency, ownership or
control of local institutions in foreign countries or in the dependencies
or insular possessions, including the stock of one or more banks or
corporations chartered or incorporated under section 25a of the Federal
Reserve Act as approved December 24, 1919. (RSMo 1939 § 7948, A.L. 1967
p. 445)

Prior revisions: 1929 § 5353; 1919 § 11736

1. The application shall specify the name, capital and surplus
of the bank or trust company filing it, the amount of capital and surplus
set aside for the purpose and the powers applied for, together with the
place or places where operations are to be carried on, if the application
is for permission to establish a branch or branches, and the location of
the chief office of the bank or banks, corporation or corporations, if
the application is for permission to invest in the stock of any such bank
or corporation.

2. The director shall have power to approve or reject the application, in
whole or in part, if, for any reason, the granting of the application is
deemed inexpedient, and shall also have the power from time to time to
increase or decrease the number of places where the banking operations
may be carried on.

3. Every bank or trust company organized hereunder operating foreign
branches shall be required to furnish information concerning the
condition of the branches to the director, upon demand, and the director
may order a special examination of the branches at such time or times as
he may deem best. (RSMo 1939 § 7948, A.L. 1967 p. 445)

Prior revisions: 1929 § 5353; 1919 § 11736

If at any time the director shall ascertain that the regulations
prescribed by him are not being complied with, the director may institute
an investigation of the matter and * require such papers or records of
any bank or trust company conducting branches or having investments in
other banks or corporations as the director may deem necessary, *
subpoena witnesses and administer oaths and require witnesses to give
evidence concerning any transactions or facts relating to the conduct of
the branches or the affairs of any bank or corporation in the stock of
which an investment is made; and should the investigation result in
establishing the failure of any bank or corporation in the stock of which
an investment has been made or of the bank or trust company owning any
such stock, or any branch thereof, to comply with the regulations of the
director, the bank or trust company may be required to dispose of its
stockholdings in the foreign bank or corporation, upon reasonable notice.
(RSMo 1939 § 7948, A.L. 1967 p. 445)

Prior revisions: 1929 § 5353; 1919 § 11736

*Word "to" appears here in original rolls.

Each and every bank or trust company authorized hereunder shall
conduct the accounts of each foreign branch independently of the accounts
of other foreign branches established by it and of its home office and
shall at the end of each year transfer to its general ledger the profit
or loss accrued at each branch as a separate item. (RSMo 1939 § 7948,
A.L. 1967 p. 445)

Prior revisions: 1929 § 5353; 1919 § 11736

Every such corporation shall be authorized and empowered to
subscribe for, purchase, hold, pledge and sell the stock of a corporation
organized and existing under the laws of the state of Missouri, or under
any act of Congress of the United States, for the purpose of developing
and maintaining a stable and open market for foreign and domestic bills
of exchange, notes, acceptances, and other evidences of debt originating
in connection with foreign and domestic trade, by the purchase,
investment in, and sale thereof, or for the purpose of engaging in
international or foreign banking or other international or foreign
financial operations, or in banking or other financial operations in a
dependency or insular possessions of the United States, either directly
or through the agency, ownership, or control of local institutions in
foreign countries, or in such dependencies or insular possessions as
provided by this section, and to act when required by the Secretary of
the Treasury as fiscal agents of the United States; provided, that the
investment of a bank in the stock of such a corporation shall not exceed
ten percent of its capital and surplus. (RSMo 1939 § 7950)

Prior revisions: 1929 § 5355; 1919 § 11738

1. All real estate, including any subsurface rights or interests
therein, purchased by any bank or trust company or taken by it in its own
right in settlement of debts due it shall be conveyed to it directly by
name and the conveyance immediately recorded in the office of the proper
recording officer of the county or city in which the real estate is
located.

2. Such real estate, rights, or interests so purchased or acquired by any
bank or trust company shall be sold by it within ten years of the date on
which it shall have been acquired unless it shall be held or occupied in
whole or in part by the bank or trust company under the authority of
section 362.105, subsection 1, subdivision (9), paragraph (a); provided,
that if at any time a bank or trust company changes its location it may
have ten years from the date of the change to sell the former location.
The aggregate amount of earnings from such real estate, rights or
interests shall be separately disclosed in reports of the bank or trust
company. (RSMo 1939 § 7951, A.L. 1967 p. 445, A.L. 1983 S.B. 331, A.L.
1995 S.B. 178)

Prior revisions: 1929 § 5356; 1919 § 11739

CROSS REFERENCE: Conveyance of realty in blighted area to urban
redevelopment corporation, RSMo 353.120

For the purpose of determining the legal loan limit in section
362.170, the population of the community where the bank or trust company
is located shall not include inmates of a correctional institution
located in that community. (L. 1998 S.B. 792)

1. As used in this section, the term "unimpaired capital"
includes common and preferred stock, capital notes, the surplus fund,
undivided profits and any reserves, not subject to known charges as shown
on the next preceding published report of the bank or trust company to
the director of finance or obtained by the director pursuant to
subsection 3 of section 361.130, RSMo. For purposes of lending
limitations, goodwill may comprise no more than ten percent of unimpaired
capital.

2. No bank or trust company subject to the provisions of this chapter
shall:

(1) Directly or indirectly, lend to any individual, partnership,
corporation, limited liability company or body politic, either by means
of letters of credit, by acceptance of drafts, or by discount or purchase
of notes, bills of exchange, or other obligations of the individual,
partnership, corporation, limited liability company or body politic an
amount or amounts in the aggregate which will exceed the greater of: (i)
twenty-five percent of the unimpaired capital of the bank or trust
company, provided such bank or trust company has a composite rating of 1
or 2 under the Capital, Assets, Management, Earnings, Liquidity and
Sensitivity (CAMELS) rating system of the Federal Financial Institute
Examination Counsel (FFIEC); (ii) fifteen percent of the unimpaired
capital of the bank or trust company if located in a city having a
population of one hundred thousand or over; twenty percent of the
unimpaired capital of the bank or trust company if located in a city
having a population of less than one hundred thousand and over seven
thousand; and twenty-five percent of the unimpaired capital of the bank
or trust company if located elsewhere in the state, with the following
exceptions:

(a) The restrictions in this subdivision shall not apply to:

a. Bonds or other evidences of debt of the government of the United
States or its territorial and insular possessions, or of the state of
Missouri, or of any city, county, town, village, or political subdivision
of this state;

b. Bonds or other evidences of debt, the issuance of which is authorized
under the laws of the United States, and as to which the government of
the United States has guaranteed or contracted to provide funds to pay
both principal and interest;

c. Bonds or other evidences of debt of any state of the United States
other than the state of Missouri, or of any county, city or school
district of the foreign state, which county, city, or school district
shall have a population of fifty thousand or more inhabitants, and which
shall not have defaulted for more than one hundred twenty days in the
payment of any of its general obligation bonds or other evidences of
debt, either principal or interest, for a period of ten years prior to
the time of purchase of the investment and provided that the bonds or
other evidences of debt shall be a direct general obligation of the
county, city, or school district;

d. Loans to the extent that they are insured or covered by guaranties or
by commitments or agreements to take over or purchase made by any
department, bureau, board, commission, or establishment of the United
States or of the state of Missouri, including any corporation, wholly
owned, directly or indirectly, by the United States or of the state of
Missouri, pursuant to the authority of any act of Congress or the
Missouri general assembly heretofore or hereafter adopted or amended or
pursuant to the authority of any executive order of the President of the
United States or the governor of Missouri heretofore or hereafter made or
amended under the authority of any act of Congress heretofore or
hereafter adopted or amended, and the part of the loan not so agreed to
be purchased or discounted is within the restrictive provisions of this
section;

e. Obligations to any bank or trust company in the form of notes of any
person, copartnership, association, corporation or limited liability
company, secured by not less than a like amount of direct obligations of
the United States which will mature in not exceeding five years from the
date the obligations to the bank are entered into;

f. Loans to the extent they are secured by a segregated deposit account
in the lending bank if the lending bank has obtained a perfected security
interest in such account;

g. Evidences of debt which are direct obligations of, or which are
guaranteed by, the Government National Mortgage Association, the Federal
National Mortgage Association, the Student Loan Marketing Association,
the Federal Home Loan Banks, the Federal Farm Credit Bank or the Federal
Home Loan Mortgage Corporation, or evidences of debt which are fully
collateralized by direct obligations of, and which are issued by, the
Government National Mortgage Association, the Federal National Mortgage
Association, the Student Loan Marketing Association, a Federal Home Loan
Bank, the Federal Farm Credit Bank or the Federal Home Loan Mortgage
Corporation;

(b) The total liabilities to the bank or trust company of any individual,
partnership, corporation or limited liability company may equal but not
exceed thirty-five percent of the unimpaired capital of the bank or trust
company; provided, that all of the total liabilities in excess of the
legal loan limit of the bank or trust company as defined in this
subdivision are upon paper based upon the collateral security of
warehouse receipts covering agricultural products or the manufactured or
processed derivatives of agricultural products in public elevators and
public warehouses subject to state supervision and regulation in this
state or in any other state of the United States, under the following
conditions: first, that the actual market value of the property held in
store and covered by the receipt shall at all times exceed by at least
fifteen percent the amount loaned upon it; and second, that the property
covered by the receipts shall be insured to the full market value thereof
against loss by fire and lightning, the insurance policies to be issued
by corporations or individuals licensed to do business by the state in
which the property is located, and when the insurance has been used to
the limit that it can be secured, then in corporations or with
individuals licensed to do an insurance business by the state or country
of their incorporation or residence; and all policies covering property
on which the loan is made shall have endorsed thereon, "loss, if any,
payable to the holder of the warehouse receipts"; and provided further,
that in arriving at the amount that may be loaned by any bank or trust
company to any individual, partnership, corporation or limited liability
company on elevator or warehouse receipts there shall be deducted from
the thirty-five percent of its unimpaired capital the total of all other
liabilities of the individual, partnership, corporation or limited
liability company to the bank or trust company;

(c) In computing the total liabilities of any individual to a bank or
trust company there shall be included all liabilities to the bank or
trust company of any partnership of which the individual is a member, and
any loans made for the individual's benefit or for the benefit of the
partnership; of any partnership to a bank or trust company there shall be
included all liabilities of and all loans made for the benefit of the
partnership; of any corporation to a bank or trust company there shall be
included all loans made for the benefit of the corporation and of any
limited liability company to a bank or trust company there shall be
included all loans made for the benefit of the limited liability company;

(d) The purchase or discount of drafts, or bills of exchange drawn in
good faith against actually existing values, shall not be considered as
money borrowed within the meaning of this section; and the purchase or
discount of negotiable or nonnegotiable paper which carries the full
recourse endorsements or guaranty or agreement to repurchase of the
person, copartnership, association, corporation or limited liability
company negotiating the same shall not be considered as money borrowed by
the endorser or guarantor or the repurchaser within the meaning of this
section, provided that the files of the bank or trust company acquiring
the paper contain the written certification by an officer designated for
this purpose by its board of directors that the responsibility of the
makers has been evaluated and the acquiring bank or trust company is
relying primarily upon the makers thereof for the payment of the paper;

(e) For the purpose of this section, a loan guaranteed by an individual
who does not receive the proceeds of the loan shall not be considered a
loan to the guarantor;

(f) Investments in mortgage-related securities, as described in the
Secondary Mortgage Market Enhancement Act of 1984, P.L. 98-440, excluding
those described in subparagraph g. of paragraph (a) of subdivision (1) of
this subsection, shall be subject to the restrictions of this section,
provided that a bank or trust company may invest up to two times its
legal loan limit in any such securities that are rated in one of the two
highest rating categories by at least one nationally recognized
statistical rating organization;

(2) Nor shall any of its directors, officers, agents, or employees,
directly or indirectly purchase or be interested in the purchase of any
certificate of deposit, pass book, promissory note, or other evidence of
debt issued by it, for less than the principal amount of the debt,
without interest, for which it was issued. Every bank or trust company or
person violating the provisions of this subdivision shall forfeit to the
state the face value of the note or other evidence of debt so purchased;

(3) Make any loan or discount on the security of the shares of its own
capital stock, or be the purchaser or holder of these shares, unless the
security or purchase shall be necessary to prevent loss upon a debt
previously contracted in good faith, and stock so purchased or acquired
shall be sold at public or private sale, or otherwise disposed of, within
six months from the time of its purchase or acquisition unless the time
is extended by the finance director. Any bank or trust company violating
any of the provisions of this subdivision shall forfeit to the state the
amount of the loan or purchase;

(4) Knowingly lend, directly or indirectly, any money or property for the
purpose of enabling any person to pay for or hold shares of its stock,
unless the loan is made upon security having an ascertained or market
value of at least fifteen percent more than the amount of the loan. Any
bank or trust company violating the provision of this subdivision shall
forfeit to the state the amount of the loan;

(5) Loans or other extensions of credit to officers and directors shall
be in accordance with Federal Reserve Board Regulation O (12 CFR 215.1,
et seq.). Every bank or trust company or officer thereof knowingly
violating the provisions of this subdivision shall, for each offense,
forfeit to the state the amount of the loan or extension of credit;

(6) Invest or keep invested in the stock of any private corporation,
provided however, a bank or trust company may invest in equity stock in
the Federal Home Loan Bank up to twice the limit described in subdivision
(1) of this subsection and except as otherwise provided in this chapter.

3. Provided, that the provisions in this section shall not be so
construed as in any way to interfere with the rules and regulations of
any clearinghouse association in this state in reference to the daily
balances; and provided, that this section shall not apply to balances due
from any correspondent subject to draft.

4. Provided, that a trust company which does not accept demand deposits
shall be permitted to make loans secured by a first mortgage or deed of
trust on real estate to any individual, partnership, corporation or
limited liability company, and to deal and invest in the interest-bearing
obligations of any state, or any city, county, town, village, or
political subdivision thereof, in an amount not to exceed its unimpaired
capital, the loans on real estate not to exceed sixty-six and two-thirds
percent of the appraised value of the real estate.

5. Any officer, director, agent, clerk, or employee of any bank or trust
company who willfully and knowingly makes or concurs in making any loan,
either directly or indirectly, to any individual, partnership,
corporation or limited liability company or by means of letters of
credit, by acceptance of drafts, or by discount or purchase of notes,
bills of exchange or other obligation of any person, partnership,
corporation or limited liability company, in excess of the amounts set
out in this section, shall be deemed guilty of a class C felony.

6. A trust company in existence on October 15, 1967, or a trust company
incorporated thereafter which does not accept demand deposits, may invest
in but shall not invest or keep invested in the stock of any private
corporation an amount in excess of fifteen percent of the capital and
surplus fund of the trust company; provided, however, that this
limitation shall not apply to the ownership of the capital stock of a
safe deposit company as provided in section 362.105; nor to the ownership
by a trust company in existence on October 15, 1967, or its stockholders
of a part or all of the capital stock of one bank organized under the
laws of the United States or of this state, nor to the ownership of a
part or all of the capital of one corporation organized under the laws of
this state for the principal purpose of receiving savings deposits or
issuing debentures or loaning money on real estate or dealing in or
guaranteeing the payment of real estate securities, or investing in other
securities in which trust companies may invest under this chapter; nor to
the continued ownership of stocks lawfully acquired prior to January 1,
1915, and the prohibition for investments in this subsection shall not
apply to investments otherwise provided by law other than subdivision (4)
of subsection 3 of section 362.105.

7. Any bank or trust company to which the provisions of subsection 2 of
this section apply may continue to make loans pursuant to the provisions
of subsection 2 of this section for up to five years after the
appropriate decennial census indicates that the population of the city in
which such bank or trust company is located has exceeded the limits
provided in subsection 2 of this section. (RSMo 1939 § 7952, A.L. 1941 p.
679, A.L. 1943 p. 944, A.L. 1945 p. 919, A.L. 1959 H.B. 287, A.L. 1963 p.
450, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1981 S.B. 28, A.L. 1983
S.B. 331, A.L. 1985 H.B. 408, A.L. 1989 H.B. 346, A.L. 1993 H.B. 566,
A.L. 1994 S.B. 701, A.L. 1995 S.B. 215, A.L. 2000 S.B. 896, A.L. 2001
H.B. 738 merged with S.B. 186, A.L. 2002 S.B. 895, A.L. 2003 H.B. 221
merged with S.B. 346, A.L. 2005 H.B. 707)

Prior revisions: 1929 § 5357; 1919 § 11740

CROSS REFERENCES:

Loans guaranteed under Federal Servicemen's Readjustment Act, RSMo 442.120

Ownership of stock or securities of development finance corporation, RSMo
371.250

Urban redevelopment corporation bonds, RSMo 353.150

(1975) Borrower who has no knowledge that his contract for a loan with a
bank exceeds the loan limit of the bank may maintain an action for breach
of contract against the bank. Labor Discount Ct. v. State Bank and Trust
Co. of Wellston (A.), 526 S.W.2d 407.

Any officer, director, agent, clerk or employee of any bank or
trust company who willfully and knowingly makes or concurs in making any
loan, either directly or indirectly, to any individual, partnership or
corporation or by means of letters of credit, by acceptance of drafts or
by discount or purchase of notes, bills of exchange or other obligation
of any person, partnership or corporation, in excess of the amounts set
out in section 362.170, shall be deemed guilty of a felony and upon
conviction shall be punished by imprisonment in the penitentiary for not
less than two years nor more than ten years or by imprisonment in the
county jail for not exceeding one year or by a fine not exceeding five
hundred dollars, or by both such fine and imprisonment. (RSMo 1939 §
4510, A.L. 1969 H.B. 665)

Prior revision: 1929 § 4119

*Transferred 1978; formerly 560.350

Any bank organized under the laws of this state may invest not
to exceed five percent of its capital, surplus and undivided profits in
shares of stock in any new bank or banks, existing bank or banks, or bank
holding companies if the ownership of a majority of such stock in such
bank or bank holding companies is restricted to banks authorized to do
business in the state of Missouri. (L. 1982 H.B. 1079 § 1, A.L. 1990 H.B.
1456, A.L. 2000 S.B. 896)

Every bank and every trust company organized under the laws of
this state shall have power to and may, to the extent that national banks
are permitted so to do by the laws of the United States, purchase shares
of stock in small business investment companies incorporated under either
the laws of this state or of the United States for the purpose of
operating under the "Small Business Investment Act of 1958" (72 Stat.
689). (L. 1959 S.B. 48 § 1)

Trustees, conservators, curators, banks, trust companies,
insurance companies, assurance, casualty, fidelity, and guaranty
companies, and savings and loan associations may invest any funds held by
them in notes, bonds, debentures or other similar obligations issued by
the federal land banks, federal intermediate credit banks, or banks for
cooperatives or any other obligations issued pursuant to the provisions
of an act of the Congress of the United States known as the Farm Credit
Act of 1971, and acts amendatory thereto, and bonds issued under the
provisions of the act of Congress approved July 15, 1949, and known as
"United States Housing Act of 1949", and the bonds shall be accepted as
security for all public deposits and in all cases where bonds are
required by law to be deposited with any department or public official of
this state or any political subdivision thereof. (RSMo 1939 § 3310, A.L.
1967 p. 445, A.L. 1975 S.B. 257, A.L. 1983 S.B. 44 & 45)

Prior revision: 1929 § 2924

Banking institutions, trust companies, insurance companies, and
loan and investment companies may

(1) Make loans and advances of credit and purchases of obligations
representing loans and advances of credit which are eligible for
insurance pursuant to title I, section 2, of the National Housing Act,
and obtain such insurance;

(2) Make loans secured by real property or leasehold interests which the
Federal Housing Administrator insures or makes a commitment to insure
pursuant to title II of the National Housing Act, and obtain such
insurance. (RSMo 1939 § 8189, A.L. 1961 p. 463)

It is lawful for banking institutions, trust companies,
insurance companies; and loan and investment companies to invest their
funds and the moneys in their custody or possession in bonds or notes
secured by deeds of trust or mortgages insured by the Federal Housing
Administrator, or in debentures and bonds issued by the Federal Housing
Administrator pursuant to title II of the National Housing Act, or in
debentures and bonds issued by national mortgage associations. (RSMo 1939
§ 8190, A.L. 1961 p. 463)

Bonds, notes, or debentures issued by the Federal Housing
Administrator or insured by the United States government under title II
of the National Housing Act may be eligible as security for all public
deposits in depositaries, or by public officials, departments of state,
or any political subdivision thereof, where bonds or deposits are
required by law to be deposited. (RSMo 1939 § 8191)

Notwithstanding any other provision of law, the commissioner of
administration may, in the same manner as provided in section 33.103,
RSMo, deduct from any state employee's compensation warrant any amount
authorized by the employee for the investments in deposits in any bank
which is located in this state, or has a state charter, and is insured by
an agency of the United States government. (L. 2004 H.B. 959)

No law of this state prescribing the nature, amount or form of
security, or requiring security upon which loans or advances of credit
may be made, or prescribing or limiting interest rates upon loans or
advances of credit, or prescribing or limiting the period for which loans
or advances of credit may be made, shall apply to loans, advances of
credit, or purchases made pursuant to sections 362.180 to 362.195. (RSMo
1939 § 8192)

Every bank and every trust company organized under the laws of
this state shall have the power to, and may make payments to Federal
National Mortgage Association of such nonrefundable capital contributions
as are required to be made by it under the National Housing Act as
amended by the Housing Act of 1954 (12 U.S.C.A. Sec. 1701 et seq.) in
order for the particular bank or trust company to obtain the benefits of
such act, and may receive stock of the Federal National Mortgage
Association evidencing such capital contributions and may hold and
dispose of such stock, and invest in the obligations of Federal National
Mortgage Association in any amount without regard to the restrictions and
limitations contained in section 362.170. (L. 1955 p. 254 § 1, A.L. 1971
S.B. 163)

No corporation organized under any law of this state, whether
general or special, as a bank or trust company, or to carry on a banking
business, shall, except as otherwise permitted by law, employ its moneys,
directly or indirectly, in trade or commerce, by buying and selling
ordinary goods, chattels, wares and merchandise, or by owning or
operating industrial plants; provided, that it may sell all kinds of
property which may come into its possession as collateral security for
loans, or in the ordinary collection of debts. (RSMo 1939 § 7953, A.L.
1967 p. 445)

Prior revisions: 1929 § 5358; 1919 § 11741; 1909 § 1109

(1952) The purchase by bank of group life insurance policy on lives of
its depositors as means of stimulating deposits and issuance by it of
certificates to persons making certain monthly deposits, held to be
appropriate means of promoting its business and not in violation of §
362.200 or 363.270. Mutual Bank & Tr. Co. v. Shaffner (Mo.), 248 S.W.2d
585.

1. No bank or trust company shall by any system of accounting or
any device of bookkeeping, directly or indirectly, enter any of its
assets upon its books in the name of any other individual, partnership or
corporation, or under any title or designation that is not truly
descriptive thereof.

2. The bonds and other interest-bearing corporate securities purchased by
a bank or trust company shall be entered on its books at the actual cost
thereof, and for the purpose of calculating the undivided profits
applicable to the payment of dividends the securities shall not be
estimated at a valuation exceeding their present cost as determined by
amortization, that is, by deducting from the cost of the security
purchased for a sum in excess of the amount payable thereon at maturity,
and charging to profit and loss a sufficient sum to bring it to par at
maturity, or adding to the cost of the security purchased at less than
the amount payable thereon at maturity, and crediting to profit and loss
a sufficient sum to bring it to par at maturity.

3. No bank or trust company shall, except with the written approval of
the director, enter or at any time carry on its books the real estate and
the building or buildings thereon or the furniture and fixtures used by
it at a valuation exceeding their actual cost to the bank or trust
company, or book value, whichever is less.

4. Every bank and trust company shall conform its methods of keeping its
books and records to such orders in respect thereto as shall have been
made and promulgated by the director pursuant to section 361.260, RSMo.
(RSMo 1939 § 7954, A.L. 1967 p. 445)

Prior revisions: 1929 § 5359; 1919 § 11742

1. Any state or national bank or trust company qualified to act
as a fiduciary in this state may, with the consent of its cofiduciaries,
if any, who are hereby authorized to give consent, cause any investments
held by it in a fiduciary capacity to be registered and held in the name
of a nominee of the bank or trust company without mention of the
fiduciary relationship in any instrument or record constituting or
evidencing title thereto, unless the instrument, judgment, decree or
order heretofore or hereafter creating the fiduciary relationship
expressly prohibits the registering and holding of investments in the
name of a nominee. The bank or trust company is liable for the acts of
any nominee with respect to any investments so registered.

2. The records of the bank or trust company shall at all times show the
ownership of any such investments, which investments shall be in the
control of the bank or trust company and be kept separate and apart from
the assets of the bank or trust company. (L. 1967 p. 445)

(Source: RSMo Supp. 1965 § 363.285)

Any director, officer or employee of a bank or trust company who
makes any agreement, express or implied, before or at the time of issuing
a certificate of deposit by which its holder may demand or receive
payment thereof in advance of its maturity, or who before or at the time
of receiving a savings deposit makes an agreement, express or implied, by
which the holder of the savings passbook may demand or receive payment of
the savings deposit in advance of the time provided for payment under the
rules and regulations under which the savings deposit was received, shall
forfeit and pay the sum of one hundred dollars for each violation of this
provision, to be collected as provided for in this chapter. (RSMo 1939 §
7955, A.L. 1945 p. 932, A. 1949 H.B. 2085, A.L. 1967 p. 445)

Prior revisions: 1929 § 5360; 1919 § 11743

1. No bank or trust company organized under the laws of this
state shall settle any check drawn on it otherwise than at par. The
provision of this section shall not apply with respect to settlement of a
check sent to a bank or trust company as a special collection item.

2. Any officer or employee of any bank or trust company who violates the
provisions of subsection 1 shall be guilty of a misdemeanor. For purposes
of this section, the settling of each check in violation of subsection 1
shall be deemed a separate offense. (L. 1969 S.B. 201 § 1)

Missouri banks and depository trust companies shall maintain
reserves against aggregate deposits as provided by the Federal Reserve
Act and any amendments thereto or of regulations duly adopted and
promulgated under the Federal Reserve Act for banks and trust companies
of similar size and classification according to the requirements for the
Federal Reserve District in which the bank or deposit trust company is
located. Federal Reserve Banks located in this state are approved
depositories for all banks and trust companies. (RSMo 1939 § 7956, A.L.
1967 p. 445, A.L. 1977 S.B. 420, A.L. 2005 H.B. 707)

Prior revisions: 1929 § 5361; 1919 § 11744

CROSS REFERENCE: Reserve requirements, federal regulations to take
precedence, when, RSMo 362.231

Whenever the reserve of a bank or trust company shall fall below
the amount herein required of it and shall remain so for a period of one
week, then the bank or trust company shall not make any new loans,
discounts or acceptances, except the discount or purchase of bills of
exchange, payable at sight, until it shall have restored its required
reserve; provided, however, that if the averages of the daily reserves
maintained for any calendar week beginning on Thursday are not less than
the averages of the daily reserves required by sections 362.210, 362.213
and 362.215 to be maintained for the week, the bank or trust company
shall be deemed to have complied with the requirements of the sections
for each day of the week. (RSMo 1939 § 7957, A.L. 1959 S.B. 194, A.L.
1967 p. 445, A.L. 1972 S.B. 464)

Prior revisions: 1929 § 5362; 1919 § 11745

CROSS REFERENCE: Reserve requirements, federal regulations to take
precedence, when, RSMo 362.231

Whenever federal reserve regulations establish the level of
reserves to be maintained by state banks, which are not member banks of
the federal reserve, the laws and regulations relating to reserves in
sections 362.210, 362.213, 362.215, 362.217, 362.225, 362.230 shall not
apply to such banks. (L. 1981 S.B. 28)

1. Any national banking association incorporated under the laws
of the United States having its place of business in this state may be
converted into a bank or trust company under the laws of the state of
Missouri and to be located in the city or town in which the converting
national banking association is located, or alone, or with one or more
other national banking associations, may be consolidated or merged with
one or more banks or trust companies incorporated under the laws of this
state under the charter of a bank or trust company incorporated under the
laws of this state, upon compliance with the laws of the United States in
such cases made and provided and upon obtaining the approval of the
director of finance of the state of Missouri. The name of the resulting
bank or trust company in the case of conversion may be the name of the
converting national banking association, and in the case of consolidation
or merger may be the name of any one of the parties to the consolidation
or merger, provided that in no case shall the name contain the word
"national" or be the same as or deceptively similar to the name of any
bank or trust company incorporated under the laws of this state which is
engaged in business at the time of the particular conversion,
consolidation or merger and is not a party thereto.

2. Upon a majority of the board of directors of the national banking
association certifying to the director of finance that the laws of the
United States relating to the approval of stockholders (and to the
approval of the Comptroller of the Currency whenever his or her approval
is required) have been complied with, the majority of the board shall
have full power and authority to complete the conversion, consolidation
or merger on the part of the national banking association, provided that
the rights of the dissenting shareholders of the national banking
association shall be determined pursuant to the laws of the United States.

3. (1) In the case of conversion the majority of the board of directors
of the national banking association shall proceed as is provided by law
for other individuals in incorporating a bank or trust company under the
laws of this state except that the articles of agreement:

(a) May provide that instead of the capital stock having actually been
paid up in money it is to be paid up in assets of the converting national
banking association, the net value of which is equal to at least the full
amount of the capital stock of the proposed resulting bank or trust
company which capital stock shall not be less than that required by law
for a bank or trust company, as the case may be, to be located in the
particular city or town in which the converting national banking
association is located;

(b) Shall provide that the proposed resulting bank or trust company is
and shall be considered the same business and corporate entity as, and a
continuation of the corporate entity and identity of, the converting
national banking association although as to rights, powers and duties the
proposed resulting institution is a bank or trust company incorporated
under the laws of the state of Missouri; and

(c) Shall set out the names and addresses of all persons who are to be
officers of the proposed bank or trust company.

(2) If the director of finance, as the result of an examination and
investigation made by him or her, his or her deputies or his or her
examiners, is satisfied that such assets are of such value and that the
character, responsibility and general fitness of the persons named in the
articles of agreement are such as to command confidence and warrant
belief that the business of the proposed corporation will be honestly and
efficiently conducted in accordance with the purpose and intent of the
laws of this state relative to banks or trust companies, as the case may
be, he or she shall grant the charter. If he or she is not satisfied as
to either or both matters, he or she shall forthwith give notice thereof
to the majority of the board of directors of the converting national
banking association who shall have the same right of appeal as is
provided by the laws of this state in the case of the proposed
incorporators of a new bank or trust company.

(3) Upon the approval of the particular conversion being granted the
director of finance shall execute and deliver to the majority of the
board of directors of the converting national banking association his or
her certificate setting forth that the bank or trust company therein
named has been duly organized and is the institution resulting from the
conversion of the national banking association into the resulting bank or
trust company, and that the resulting bank or trust company is and shall
be considered the same business and corporate entity as, and a
continuation of the corporate entity and identity of, the converting
national banking association. One certified copy of the certificate shall
be filed in the public records of the division of finance and the
certificate so filed, or certified copies thereof, shall be taken in all
the courts of this state as evidence of the conversion of the national
banking association into the resulting bank or trust company and that the
resulting bank or trust company is the same business and corporate entity
as, and a continuation of the corporate entity and identity of, the
converting national banking association.

(4) When the director of finance has given his or her certificate as
aforesaid:

(a) The resulting bank or trust company and all its stockholders,
directors, officers, and employees shall have the same powers and
privileges and be subject to the same duties and liabilities in all
respects as in the case of such an institution had it originally
organized as a bank or trust company under the laws of this state;

(b) All the rights, franchises, and interests of the converting national
banking association in and to every species of property, real, personal
and mixed, and choses in action thereto belonging shall be deemed to be
transferred to and vest in the resulting bank or trust company without
any deed or other transfer; and

(c) The resulting bank or trust company by virtue of the conversion and
without any order of any court or otherwise shall hold and enjoy the same
and all rights of property and interests including, but not by way of
limitation, appointments, designations and nominations and all other
rights and interests, as trustee, personal representative, conservator,
receiver, registrar, assignee and every other fiduciary capacity in the
same manner and to the same extent as these rights and interests were
held or enjoyed by the converting national banking association at the
time of its conversion into the resulting bank or trust company.

4. In the case of consolidation or merger the same shall be consummated
by each national banking association complying with the laws of the
United States thereto relating, and also by each national banking
association and each bank or trust company complying with the provisions
of the laws of this state relating to the consolidation or merger of
trust companies, except that it shall not be necessary for a national
banking association to obtain the consent of its shareholders in the
manner provided by the law of this state, and except that where the
resulting institution is a bank rather than a trust company the number
and qualifications of directors and any requirement that directors shall
or may be divided into classes shall be determined as provided by law for
banks. The rights of dissenting shareholders of each national banking
association shall be determined pursuant to the laws of the United States
and the rights of the dissenting shareholders of each bank or trust
company shall be determined as provided by the laws of this state in the
case of consolidation or merger of trust companies. In the case of the
consolidation or merger the resulting bank or trust company shall be and
shall be considered the same business and corporate entity as, and a
continuation of the corporate entity and identity of, each national
banking association and each bank or trust company which is a party to
the consolidation or merger, and all and singular the provisions of
sections 362.610 to 362.810 shall apply in the case of any such
consolidation or merger even though one or more of the parties is a
national banking association or a bank as compared with a trust company
and as though each party to the consolidation or merger were a trust
company incorporated under the laws of the state of Missouri. (RSMo 1939
§§ 7947, 8022, A.L. 1951 p. 290 § 2, A.L. 1953 p. 247, A.L. 1967 p. 445,
A.L. 1983 S.B. 44 & 45, A.L. 2000 S.B. 896)

Prior revisions: 1929 §§ 5352, 5419; 1919 §§ 11735, 11797

1. Any bank or trust company incorporated under the laws of this
state may be converted into a national banking association, or alone, or
with one or more other such banks or trust companies, may be consolidated
or merged with one or more national banking associations under a national
banking association charter upon compliance with the laws of the United
States in such cases made and provided, and without approval by any
authority of this state.

2. Whenever any such bank or trust company shall have converted,
consolidated or merged into a national banking association it shall
notify the director of finance of the state of Missouri of such fact and
shall file with him a copy of its authorization as a national banking
association or a copy of the certificate of approval of consolidation or
merger certified by the Comptroller of the Currency, and thereupon its
franchise under the laws of this state shall automatically terminate and
the resulting national banking association shall be considered the same
business and corporate entity as, and a continuation of the corporate
entity and identity of, such bank or trust company, although as to
rights, powers and duties the resulting institution is a national banking
association. The rights of any of the stockholders of any such bank or
trust company who dissent to the consolidation or merger shall be
determined pursuant to the laws of the United States.

3. In the case of any such conversion, consolidation or merger:

(1) All the rights, franchises and interests of the converting,
consolidating or merging bank or trust company in and to every species of
property, real, personal and mixed, and choses in action thereto
belonging shall be deemed to be transferred to and vested in the
resulting national banking association without any deed or other
transfer; and

(2) The resulting national banking association by virtue of the
conversion, consolidation, or merger, and without any order of any court
or otherwise, shall hold and enjoy the same and all rights of property
and interests, including, but not by way of limitation, appointments,
designations and nominations and all other rights and interests as
trustee, personal representative, conservator, receiver, registrar,
assignee, and every other fiduciary capacity in the same manner and to
the same effect as such rights and interests were held or enjoyed by the
converting, consolidating or merging bank or trust company at the time of
its conversion, consolidation or merger into such resulting national
banking association. (RSMo 1939 § 7988, A.L. 1951 p. 290 § 1, A.L. 1953
p. 250, A.L. 1983 S.B. 44 & 45)

Prior revisions: 1929 § 5392; 1919 § 11771

1. The affairs and business of the corporation shall be managed
by a board of directors, consisting of not less than five nor more than
thirty-five stockholders who shall be elected annually; except, that
trust companies in existence on October 13, 1967, may continue to divide
the directors into three classes of equal number, as near as may be, and
to elect one class each year for three-year terms. Notwithstanding any
provision of this chapter to the contrary, a director who is not a
stockholder shall have all the rights, privileges, and duties of a
director who is a stockholder.

2. Each director shall be a citizen of the United States, and at least a
majority of the directors must be residents of this state at the time of
their election and during their continuance in office; provided, however,
that if a director actually resides within a radius of one hundred miles
of the banking house of said bank or trust company, even though his or
her residence be in another state adjoining and contiguous to the state
of Missouri, he or she shall for the purposes of this section be
considered as a resident of this state and in the event such director
shall be a nonresident of the state of Missouri he or she shall upon his
or her election as a director file with the president of the banking
house or such other chief executive office as otherwise permitted by this
chapter written consent to service of legal process upon him in his or
her capacity as a director by service of the legal process upon the
president as though the same were personally served upon the director in
Missouri.

3. If at a time when not more than a majority of the directors are
residents of this state, any director shall cease to be a resident of
this state or adjoining state as defined in subsection 2 of this section,
he or she shall forthwith cease to be a director of the bank or trust
company and his or her office shall be vacant.

4. No person shall be a director in any bank or trust company against
whom such bank or trust company shall hold a judgment.

5. Cumulative voting shall only be permitted at any meeting of the
members or stockholders in electing directors when it is provided for in
the articles of incorporation or bylaws. (RSMo 1939 § 7958, A.L. 1955 p.
271, A.L. 1961 p. 143, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1988
H.B. 1204, A.L. 1990 H.B. 1788, A.L. 1998 S.B. 852 & 913, A.L. 2000 S.B.
896, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 5363; 1919 § 11746

1. A majority of the full board of directors shall constitute a
quorum for the transaction of business unless another number is required
by the articles of agreement, the bylaws or by law. The act of a majority
of the directors present at a meeting at which a quorum is present shall
be the act of the board of directors unless the act of a greater number
is required by the articles of agreement, the bylaws or by law.

2. When the board of directors meets by telephonic conference call or
video conferencing, the bank or trust company may include in a quorum
directors who are not physically present but are allowed to vote,
provided the bank and directors meet the applicable requirements of this
section as follows:

(1) The bank or trust company has a composite rating of 1 or 2 under the
CAMELS (Capital, Assets, Management, Earnings, Liquidity, and
Sensitivity) rating system of the Federal Financial Institution
Examination Counsel (FFIEC); and

(2) The bank or trust company's board meeting will not be attended by
representatives of the bank or trust company's state or federal bank
regulator.

3. Any director who is not physically present within the common area for
the meeting and wishes to be counted toward a quorum for such meeting
shall sign an affidavit under penalty of perjury that such director:

(1) Received formal notice of the board meeting for which he or she is
attending or waived such notice as otherwise provided by law;

(2) Received the board meeting information required for each board of
director's meeting as provided by section 362.275; and

(3) Was alone when participating in such board meeting or was in the
physical presence of no one not a director of such bank or trust company,
and was able to clearly hear such board meeting discussion from its
beginning to end.

4. Notwithstanding the provisions of subsections 2 and 3 of this section
to the contrary, the director of the division of finance may promulgate
alternative or additional regulations, reasonable in scope, to provide
for the integrity of the board of directors' operations when directors
who are not physically present and counted toward such board's quorum,
provided the regulations balance the integrity of such board's operation
with the bank or trust company's interest in minimizing the cost of
compliance with such regulation.

5. The sole remedy when the bank, trust company or director fails to
follow the procedures for directors who are not physically present and
counted toward the board's quorum as provided in this section shall be
limited to such action as the division of finance may bring under its
enforcement authority as provided in chapter 361, RSMo. (L. 1967 p. 445,
A.L. 1999 S.B. 386)

1. Every person elected director of a bank or trust company
shall, within thirty days after election, qualify himself as director by
filing with the officers of the bank or trust company an oath that he
will, so far as the duty devolves on him, diligently and honestly
administer the affairs of the bank or trust company, and will not
knowingly violate, or willingly permit to be violated, any of the
provisions of law applicable to the bank or trust company.

2. The oath shall be subscribed by the director making it, and certified
by an officer authorized by law to administer oaths, and the fact of the
oath having been made and filed with the officers of the bank or trust
company shall be noted on the records of the acts of the directors.

3. The oath, subscribed by the director making it, and certified by the
officer before whom it is taken, shall be immediately transmitted to the
director of finance and shall be filed and preserved in his office.

4. Failure to comply with this provision within the time specified shall
work a forfeiture of the position; provided, however, that the director
of finance may, for cause deemed sufficient by him, extend the time; and
when any vacancy occurs by this failure the board of directors shall, at
the next regular meeting thereafter, enter the fact of the vacancy upon
their records and promptly proceed to elect some competent person to fill
the vacancy for the unexpired term. (RSMo 1939 § 7959, A.L. 1967 p. 445,
A.L. 1977 S.B. 420, A.L. 1989 H.B. 346, A.L. 1998 S.B. 852 & 913)

Prior revisions: 1929 § 5364; 1919 § 11747

Effective 1-1-99

If the bylaws so provide, the board of directors, by resolution
adopted by a majority of the whole board, may designate two or more
directors to constitute an executive committee, which committee, to the
extent provided in the resolution or in the bylaws of the bank or trust
company, shall have and exercise all of the authority of the board of
directors in the management of the bank or trust company; but the
designation of the committee and the delegation thereto of authority
shall not operate to relieve the board of directors, or any member
thereof, of any responsibility imposed upon him by this chapter. (L. 1967
p. 445)

The directors shall, unless sooner removed or disqualified, hold
office until the next annual meeting of the stockholders, and until their
successors are elected and have qualified. (RSMo 1939 § 7960)

Prior revisions: 1929 § 5365; 1919 § 11748

1. All vacancies in the office of directors shall be filled by
election by the stockholders except as herein provided.

2. Vacancies not exceeding one-third of the whole number of the board may
be filled by the affirmative vote of a majority of the directors then in
office, and the directors so elected may hold office until such vacancies
are filled by the stockholders at a special or annual meeting. (RSMo 1939
§ 7961)

Prior revisions: 1929 § 5366; 1919 § 11749

1. The stockholders at any annual or special meeting, provided
notice of the proposed change be given in the notice of the meeting, may,
by a majority of all the votes of the stockholders of the bank or trust
company, change by resolution the number of its directors to such number,
not less than five nor more than thirty-five, as they may decide.

2. The directors at any regular or special meeting of directors, by a
two-thirds majority vote of the total number thereof, may increase the
number of directors by adding not more than two additional directors
during any one year unless the added directors would increase the total
number of directors to more than thirty-five. The increase shall be
effective only until the next regular stockholders' meeting, at which
time the stockholders shall approve or reject such increase.

3. A copy of every stockholders' or directors' resolution changing the
number of directors shall be immediately filed in the office of the
director of finance. (RSMo 1939 § 7962, A.L. 1967 p. 445, A.L. 1980 H.B.
1195, A.L. 1981 S.B. 5 Revision)

Prior revisions: 1929 § 5367; 1919 § 11750

Effective 5-27-81

Within thirty days after the date on which the annual meeting of
the stockholders is held the directors elected at such meeting shall,
after subscribing the oath required in section 362.250, hold a meeting at
which they shall elect a chief executive officer which the board may
designate as president or another appropriate title, from their own
number, one or more vice presidents, and such other officers as are
provided for by the bylaws to be elected annually, except as otherwise
provided by law. (RSMo 1939 § 7963, A.L. 1967 p. 445, A.L. 2001 H.B. 738
merged with S.B. 186, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 5368; 1919 § 11751

1. The board of directors of every bank and trust company
organized or doing business pursuant to this chapter shall hold a regular
meeting at least once each month, or, upon application to and acceptance
by the director of finance, at such other times, not less frequently than
once each calendar quarter as the director of finance shall approve,
which approval may be rescinded at any time. There shall be submitted to
the meeting a list giving the aggregate of loans, discounts, acceptances
and advances, including overdrafts, to each individual, partnership,
corporation or person whose liability to the bank or trust company has
been created, extended, renewed or increased since the cut-off date prior
to the regular meeting by more than an amount to be determined by the
board of directors, which minimum amount shall not exceed five percent of
the bank's legal loan limit, except the minimum amount shall in no case
be less than ten thousand dollars, and a second list of the aggregate
indebtedness of each borrower whose aggregate indebtedness exceeds five
times such minimum amount, except the aggregate indebtedness shall in no
case be less than fifty thousand dollars; and a third list showing all
paper past due thirty days or more; and a fourth list showing the
aggregate of the then existing indebtedness and liability to the bank or
trust company of each of the directors, officers, and employees thereof.
The information called for in the second, third, and fourth lists shall
be submitted as of the date of the regular meeting or as of a reasonable
date prior thereto. If there is collateral to the indebtedness, it shall
be described as of the date of the lists. No bills payable shall be made,
and no bills shall be rediscounted by the bank or trust company except
with the consent or ratification of the board of directors; provided,
however, that if the bank or trust company is a member of the federal
reserve system, rediscounts may be made to it by the officers in
accordance with its rules, a list of all rediscounts to be submitted to
the next regular meeting of the board. The director of finance may
require, by order, that the board of directors of a bank or trust company
approve or disapprove every purchase or sale of securities and every
discount, loan, acceptance, renewal or other advance including every
overdraft over an amount to be specified in the director's order and may
also require that the board of directors review, at each monthly meeting,
a list of the aggregate indebtedness of each borrower whose aggregate
indebtedness exceeds an amount to be specified in the director's order.
The minutes of the meeting shall indicate the compliance with the
requirements of this section. Furthermore, the debtor's identity on the
information required in this subsection may be masked by code to conceal
the actual debtor's identity only for information mailed to or otherwise
provided directors who are not physically present at the board meeting.
The code used shall be revealed to all directors at the beginning of each
board meeting for which this procedure is used.

2. For any issue in need of immediate action, the board of directors or
the executive committee of the board as defined in section 362.253 may
enter into a unanimous consent agreement as permitted by subsection 2 of
section 351.340, RSMo. Such consent may be communicated by facsimile
transmission or by other authenticated record, separately by each
director, provided each consent is signed by the director and the bank
has no indication such signature is not the director's valid consent.
When the bank or trust company has received unanimous consent from the
board or executive committee, the action voted on shall be considered
approved. (RSMo 1939 § 7964, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L.
1980 H.B. 1195, A.L. 1981 S.B. 5 Revision, A.L. 1988 H.B. 1204, A.L. 1995
H.B. 63, et al. merged with S.B. 178, A.L. 1999 S.B. 386, A.L. 2002 S.B.
895)

Prior revisions: 1929 § 5369; 1919 § 11752

1. The board of directors of every bank and trust company at
least once in each year and whenever and as often as required by the
director, and within thirty days after notice from him, shall examine or
cause a committee of at least three of its members or stockholders to
examine fully the books, papers and affairs of the bank, and the loans
and discounts and acceptances thereof, and particularly the loans or
discounts or acceptances made directly or indirectly to its officers or
directors, or for the benefit of these officers or directors, or for the
benefit of other corporations of which these officers or directors are
also officers or directors, or in which they have a beneficial interest
as stockholders, creditors, or otherwise, with the special view of
ascertaining their safety and present value, and the value of the
collateral security, if any, held in connection therewith, and into such
other matters as the director may require; provided, however, that no
examination shall be required of a bank or trust company which is a
member of the Federal Reserve System or of a bank or trust company whose
deposits are insured by the Federal Deposit Insurance Corporation.

2. The directors or committee of stockholders shall have the power to
employ such assistance in making such examination as they may deem
necessary. (RSMo 1939 § 7965, A.L. 1967 p. 445)

Prior revisions: 1929 § 5370; 1919 § 11753

(1974) Held that requiring borrower to borrow five thousand dollars at
eight percent interest and place proceeds in a noninterest bearing
certificate of deposit with lending bank as a condition of making
subsequent loans tainted the subsequent loans making them usurious.
Grundel v. Bank of Craig (A.), 515 S.W.2d 177.

1. Within ten days succeeding any examination made pursuant to
the requirements of section 362.280, a report in writing thereof, sworn
to by the directors or stockholders making the same, shall be made to the
board of directors of the bank or trust company, and placed on file in
the bank or trust company, and a duplicate thereof filed in the office of
the finance director.

2. The report shall particularly contain a statement of the assets and
liabilities of the bank or trust company examined, as shown by the books,
together with such deductions from the assets, and the addition of the
liabilities, direct, indirect, contingent or otherwise, as the directors
or committee, after the examination, may find necessary in order to
determine the true condition of the bank or trust company. It shall also
contain a statement showing in detail every known liability to the bank
or trust company, direct or indirect, contingent or otherwise, of every
officer or director thereof and of every corporation in which the officer
or director owns stock to the amount of twenty-five percent of the total
outstanding stock, or of which the officer or director is also an officer
or director. It shall also contain a statement, in detail, of loans, if
any, which in their opinion are doubtful or worthless, together with
their reasons for so regarding them; also a statement of loans made on
collateral security which in their opinion are insufficiently secured,
giving in each case the amount of the loan, the name and market value of
the collateral, if it has any market value, and, if not, a statement of
that fact, and its actual value as nearly as possible. The report shall
also contain a statement of overdrafts, of the names and amounts of the
ones considered worthless or doubtful, and a full statement of such other
matters as affect the solvency and soundness of the institution.

3. If the directors of any bank or trust company shall fail to make, or
to cause to be made or to file the report of examination in the manner
and within the time specified, the bank or trust company shall forfeit to
the state one hundred dollars for every day such report shall be delayed.
(RSMo 1939 § 7966, A.L. 1967 p. 445)

Prior revisions: 1929 § 5371; 1919 § 11754

Each official communication directed by the finance director or
one of his deputies to a bank or trust company or to any officer thereof,
relating to an examination or investigation conducted by the division of
finance or containing suggestions or recommendations as to the conduct of
the business of the bank or trust company, shall be submitted, by the
officer receiving it, to the board of directors at the next meeting of
the board, and duly noted in the minutes of the meetings of the board.
(RSMo 1939 § 7967, A.L. 1967 p. 445)

Prior revisions: 1929 § 5372; 1919 § 11755

1. Within ten days after service upon it of the notice provided
for by section 361.130, RSMo, every bank and trust company shall make a
written report to the director, which report shall be in the form and
shall contain the matters prescribed by the director and shall
specifically state the items of capital, deposits, specie and cash items,
public securities and private securities, real estate and real estate
securities, and such other items as may be necessary to inform the public
as to the financial condition and solvency of the bank or trust company,
or which the director may deem proper to include therein. In lieu of
requiring direct filing of reports of condition, the director may accept
reports of condition or their equivalent as filed with federal regulatory
agencies and may require verification and the filing of supplemental
information as the director deems necessary.

2. Every report shall be verified by the oaths of the president or vice
president and cashier or secretary or assistant cashier or assistant
secretary, and the verification shall state that the report is true and
correct in all respects to the best of the knowledge and belief of the
persons verifying it, and the report shall be attested by three
directors, and shall be a report of the actual condition of the bank or
trust company at the close of business on the day designated and which
day shall be prior to the call. If the director of finance obtains the
data pursuant to subsection 3 of section 361.130, RSMo, the director may
rely on the verification provided to the federal regulatory agency.

3. Every report, exclusive of the verification, shall, within thirty days
after it shall have been filed with the director, be published by the
bank or trust company in one newspaper of the place where its place of
business is located, or if no newspaper is published there, in a
newspaper of general circulation in the town and community in which the
bank or trust company is located; the newspaper to be designated by the
board of directors and a copy of the publication, with the affidavit of
the publisher thereto, shall be attached to the report; provided, if the
bank or trust company is located in a town or city having a population
exceeding ten thousand inhabitants, then the publication must be in a
daily newspaper, if published in that city; but if the bank or trust
company is located in a town or city having a population of ten thousand
inhabitants or less, then the publication may be in either a daily or
weekly newspaper published in the town or city as aforesaid; and in all
cases a copy of the statement shall be posted in the banking house
accessible to all.

4. The bank and trust company shall also make such other special reports
to the director as he may from time to time require, in such form and at
such date as may be prescribed by him, and the report shall, if required
by him, be verified in such manner as he may prescribe.

5. If the bank or trust company shall fail to make any report required by
this section on or before the day designated for the making thereof, or
shall fail to include therein any matter required by the director, the
bank or trust company shall forfeit to the state the sum of one hundred
dollars for every day that the report shall be delayed or withheld, and
for every day that it shall fail to report any omitted matter, unless the
time therefor shall have been extended by the director. Should any
president, cashier or secretary of the bank or trust company or any
director thereof fail to make the statement so required of him or them,
or willfully and corruptly make a false statement, he or they, and each
of them, shall be deemed guilty of a misdemeanor, and, upon conviction
thereof, upon information, punished by a fine for each offense not
exceeding five hundred dollars and not less than one hundred dollars, or
by imprisonment not less than one or more than twelve months in the city
or county jail, or by both such fine and imprisonment.

6. A bank or trust company may provide each written report required to be
published free of charge to the public; and when each bank or trust
company notifies their customers that such information is available; and
when one copy of such information is available to each person that
requests it, the newspaper publication provisions of this section shall
not be enforced against such bank or trust company. (RSMo 1939 § 7968,
A.L. 1967 p. 445, A.L. 1995 S.B. 178, A.L. 2003 H.B. 221 merged with S.B.
346)

Prior revisions: 1929 § 5373; 1919 § 11756

Every bank and trust company shall create a fund to be known as
a "surplus fund". This fund may be created or increased by contributions
or by transfers from undivided profits. The fund up to forty percent of
the capital of the bank or trust company shall be used only for the
payment of losses in excess of undivided profits; provided, that the
excess of surplus over forty percent, upon the approval of the director
of finance, may be capitalized as a stock dividend or may be transferred
to undivided profits and used for cash dividends in the discretion of the
board of directors. (RSMo 1939 § 7970, A.L. 1967 p. 445, A.L. 2005 H.B.
707)

Prior revisions: 1929 § 5375; 1919 § 11758

1. To determine the amount of net income or loss for the
dividend period, every bank or trust company shall account for all items
of income and expense in accordance with regulatory instructions for
completing reports of condition and income. When the net income or loss
of a bank or trust company has been determined at the close of a dividend
period, if its surplus fund does not equal forty percent of the capital
of the bank or trust company, one-tenth of such net income shall be
credited to the surplus fund or so much thereof, less than one-tenth, as
will make the fund equal forty percent of the capital; provided, that
until the capital and surplus fund of any bank or trust company now
existing, the capital of which is not equal to the requirements of
section 362.050, equals forty percent more than the minimum of capital
for a bank or trust company in its location, one-tenth of its net income
at the close of each dividend period shall be credited to the surplus
fund.

2. The credit balance of the undivided profits account at the close of
the dividend period may be available for dividends. The directors of any
bank or trust company may from time to time declare such dividends as
they shall judge expedient from the undivided profits.

3. No bank or trust company shall declare, credit or pay any dividend to
its stockholders until it shall have made good any existing impairment of
its capital, and all officers or directors of the bank or trust company
who shall assent to declaring and paying a dividend while the capital
stock is so impaired shall be jointly and severally liable to the
creditors of the bank or trust company to the amount of the dividend for
any loss resulting from the payment of the dividend. (RSMo 1939 § 7971,
A.L. 1967 p. 445, A.L. 2005 H.B. 707)

Prior revisions: 1929 § 5376; 1919 § 11759

1. Any bank or trust company may, at any time, and in any
amount, increase or, with the approval of the director, reduce its
capital stock (as to its authorized but unissued shares, its issued
shares, and its capital stock as represented by such issued shares),
including a reduction of capital stock by reverse stock split, change its
name, change or extend its business or the length of its corporate life,
avail itself of the privileges and provisions of this chapter or
otherwise change its articles of agreement in any way not inconsistent
with the provisions of this chapter, with the consent of the persons
holding a majority of the stock of the bank or trust company, which
consent shall be obtained at an annual meeting or at a special meeting of
the shareholders called for that purpose. A bank or trust company may,
but shall not be obligated to, issue a certificate for a fractional
share, and, by action of its board of directors, may in lieu thereof, pay
cash equal to the value of the fractional share.

2. The meeting shall be called and notice given as provided in section
362.044.

3. If, at any time and place specified in the notice, stockholders shall
appear in person or by proxy, in number representing not less than a
majority of all the shares of stock of the bank or trust company, they
shall organize by choosing one of the directors chairman of the meeting,
and a suitable person for secretary, and proceed to a vote of those
present in person or by proxy.

4. If, upon a canvass of the vote at the meeting, it is ascertained that
the proposition has carried, it shall be so declared by the president of
the meeting and the proceedings entered of record.

5. When the full amount of the proposed increase has been bona fide
subscribed and paid in cash to the board of directors of the bank or
trust company or the change has been duly authorized, then a statement of
the proceedings, showing a compliance with the provisions of this
chapter, the increase of capital actually subscribed and paid up or the
change shall be made out, signed and verified by the affidavit of the
president and countersigned by the cashier, or secretary, and such
statement shall be acknowledged by the president and one certified copy
filed in the public records of the division of finance.

6. Upon the filing of the certified copy the director shall promptly
satisfy himself or herself that there has been a compliance in good faith
with all the requirements of the law relating to the increase, decrease
or change, and when he or she is so satisfied he or she shall issue a
certificate that the bank or trust company has complied with the law made
and provided for the increase or decrease of capital stock, and the
amount to which the capital stock has been increased or decreased or for
the change in the length of its corporate life or any other change
provided for in this section. Thereupon, the capital stock of the bank or
trust company shall be increased or decreased to the amount specified in
the certificate or the length of the corporate life of the bank shall be
changed or other authorized change made as specified in the certificate.
The certificate, or certified copies thereof, shall be taken in all the
courts of the state as evidence of the increase, decrease or change.

7. Provided, however, that if the change undertaken by the bank or trust
company in its articles of agreement shall provide for the relocation of
the bank or trust company in another community, the director shall make
or cause to be made an examination to ascertain whether the convenience
and needs of the new community wherein the bank desires to locate are
such as to justify and warrant the opening of the bank therein and
whether the probable volume of business at the new location is sufficient
to ensure and maintain the solvency of the bank and the solvency of the
then existing banks and trust companies at the location, without
endangering the safety of any bank or trust company in the locality as a
place of deposit of public and private moneys, and, if the director, as a
result of the examination, be not satisfied in the particulars mentioned
or either of them, he or she may refuse to issue the certificate applied
for, in which event he or she shall forthwith give notice of his or her
refusal to the bank applying for the certificate, which if it so desires
may, within ten days thereafter, appeal from the refusal to the state
banking board.

8. All certificates issued by the director of finance relating to
amendments to the charter of any bank shall be provided to the bank or
trust company and one certified copy filed in the public records of the
division of finance.

9. The board of directors may designate a chief executive officer, and
such officer will replace the president for purposes of this section.
(RSMo 1939 § 7973, A.L. 1941 p. 670, A.L. 1955 p. 266, A.L. 1961 p. 143,
A.L. 1967 p. 445, A.L. 2000 S.B. 896, A.L. 2001 H.B. 738 merged with S.B.
186)

Prior revisions: 1929 § 5378; 1919 § 11761; 1909 § 1108

(1974) Held that "convenience and needs of the community" is a broad term
encompassing several other statutory requirements and that the term
applies only to the area proposed to be served and not to the area which
the bank seeks to move from. Blue Ridge Bank v. State Banking Board (A.),
509 S.W.2d 763.

1. Any bank or trust company doing a banking business may sell
the whole or any part of the assets or business or the whole or any part
of the business of its banking department to any other bank or trust
company, state or national or to any association; provided, that the sale
shall in nowise impair, defeat or defraud any creditor of the bank or
trust company.

2. No state bank or trust company shall enter into the sale or purchase
as seller, except after obtaining the consent of the stockholders of
record holding at least two-thirds of the outstanding capital stock,
except where the sale shall, in the opinion of the director of finance,
be deemed a public necessity or advantage. The consent may be expressed
either in writing executed and acknowledged by the stockholders or by a
vote at a stockholders' meeting called for that purpose, notice of which
shall be given by mailing notice thereof to each stockholder of record at
the stockholder's last known address as shown by the records of the bank
or trust company, at least twenty days prior to the meeting. The notice
shall state the time and place of holding of the meeting and a brief and
concise statement of the objects and purposes thereof.

3. No sale or purchase shall be made without the consent of the director
of finance. The director of finance may, before granting the director's
consent thereto, cause an examination to be made of each of the
associations, banks or trust companies involved, the expense of which
shall be paid by the associations, banks or trust companies and shall not
exceed fifteen dollars per day for each examiner and the actual expense
incurred while making the examination.

4. The director of finance shall, before granting the director's consent,
require each of the associations, banks or trust companies to file
certified copies of all proceedings of its directors' and stockholders'
meetings relating to the transaction, showing a full compliance with the
requirements of this section, and also copies of any agreement or
agreements which may have been entered into between the associations,
banks or trust companies; and all sales and transfers of assets made
under the provisions of this section shall be valid notwithstanding the
provisions of section 361.330, RSMo. As used in this section, the term
"association" has the same meaning as provided in subdivision (3) of
section 369.014, RSMo. (RSMo 1939 § 7974, A.L. 1951 p. 294, A.L. 1967 p.
445, A.L. 1995 H.B. 63, et al.)

Prior revision: 1929 § 5379

CROSS REFERENCE: Corporation not to make assignment of assets, RSMo
361.330

1. As used in this section, the following terms mean:

(1) "Affiliated entity", with respect to any bank or trust company, means
any other bank or trust company at least eighty percent of the voting
stock of which is owned or otherwise controlled by a corporation which
also owns at least eighty percent of the voting stock of or otherwise
controls the bank or trust company;

(2) "Bank", any bank organized under the provisions of this chapter which
is duly authorized to exercise trust powers, and any national bank which
is authorized to exercise such powers under the laws of the United States
and which has its principal place of business in Missouri, including a
national bank whose operations are limited to providing trust and other
fiduciary services and related activities;

(3) "Fiduciary capacity", any capacity resulting from an appointment,
designation or undertaking to act alone or jointly with others primarily
for the benefit of others in matters connected with such appointment,
designation or undertaking and includes, but is not limited to, acting as
a trustee, including trustee of a common trust fund; executor;
administrator; personal representative; registrar or transfer agent with
respect to stocks, bonds or other evidences of indebtedness of any
corporation, association, state, municipality, or public authority;
guardian; conservator; custodian; assignee; depositary; receiver; agent,
including escrow agent or agent for the investment of money;
attorney-in-fact; or any other similar capacity. The term "fiduciary
capacity" includes all appointments and designations to any such capacity
upon the death of a person serving in such capacity or upon the happening
of any other future event;

(4) "Trust company", any trust company or bank organized under the laws
of this state which is duly authorized to exercise trust powers.

2. Notwithstanding any other provision of law to the contrary, a bank or
trust company may transfer by assignment to an affiliated entity any or
all of the fiduciary capacities of such bank or trust company, without
any order of or other action by any court or any consent or other
approval of any interested person, except as provided in subsection 5 of
this section, upon the prior approval of the director of finance and
provided that such bank or trust company complies with the provisions of
this section. The assignment may designate all fiduciary capacities, a
general class or classes of fiduciary capacities, or specified individual
accounts or other particularly identified fiduciary capacities.

3. The bank or trust company, together with the affiliated entity, shall
file an application for approval of the transfer of fiduciary capacities
with the director of finance together with such other information as the
director of finance may deem necessary. Before the director of finance
issues an order approving the transfer of fiduciary capacities, the bank
or trust company shall also file proof in a form satisfactory to the
director of finance that the bank or trust company has given written
notice, including a summary of the provisions of subsection 5 of this
section relating to objections to the transfer of the fiduciary accounts,
of the proposed transfer by certified mail, at least thirty days prior to
the filing of such proof, to all persons, firms, organizations or
corporations who are known to it to be living or existing grantors under
each affected trust or other fiduciary account or, if there is no such
known living or existing grantor, to each living or existing beneficiary
thereof known to it to have received any distribution transmitted by the
bank or trust company with respect to such fiduciary account in the
calendar year of the giving of such notice or the immediately preceding
calendar year. If any living or existing grantor or any such beneficiary
delivers to the bank or trust company any communication regarding the
proposed transfer, the bank or trust company shall furnish the director
of finance with a copy of such communication together with any
accompanying documents. If the director of finance shall determine that
the affiliated entity has the authority to act in such fiduciary
capacities and is qualified to do so and that the transfer of such
fiduciary capacities to the affected entity will not materially adversely
affect the administration of the fiduciary accounts, he shall issue an
order approving such transfer of fiduciary capacities.

4. After the director of finance issues an order approving the transfer
of fiduciary capacities, the bank or trust company shall publish a notice
of the transfer of fiduciary capacities pursuant to this section in a
newspaper of general circulation in the county or city in which its main
banking house or principal place of business, respectively, is located.
Upon the sixtieth day after the date of such publication, the transfer by
assignment of fiduciary capacities shall be effective except with respect
to any such fiduciary capacities which are then the subject of notice of
objection pursuant to subsection 5 of this section.

5. Within sixty days after the publication of notice of the approval by
the director of finance of the transfer of fiduciary capacities pursuant
to subsection 4 of this section, any person who was entitled to receive a
written notice pursuant to subsection 3 of this section may give written
notice to the bank or trust company objecting to the transfer of the
fiduciary account in which such person has an interest, and the bank or
trust company shall petition the circuit court of the county or city in
which the notice was published to determine whether the transfer of the
fiduciary capacity to the affiliated entity will materially adversely
affect the administration of such fiduciary account. After notice to all
interested parties and a hearing on the issues, the circuit court may
appoint a new fiduciary to succeed the bank or trust company if it finds
that the transfer of the fiduciary capacity to the affiliated entity will
materially adversely affect the administration of the fiduciary account
and that the appointment of a new fiduciary is in the best interests of
the beneficiaries of such fiduciary account and, if the court does not so
find, it shall direct the bank or trust company to transfer by assignment
such fiduciary capacity to the affiliated entity.

6. Each appointment or other designation to a fiduciary capacity of a
bank or trust company in a trust, will or other instrument executed after
the effective date of any transfer by such bank or trust company pursuant
to this section of all fiduciary capacities or a general class of
fiduciary capacities in which such appointment or other designation is
included shall be deemed an appointment or other designation of the
affiliated entity substituted for such bank or trust company, except
where the trust, will or other instrument by which such appointment or
other designation is made expressly negates the provisions of this
section.

7. On the effective date of the transfer of fiduciary capacities pursuant
to this section, the transferring bank or trust company shall be released
from all transferred fiduciary duties and shall cease to act in all such
transferred fiduciary capacities, except that such transferring bank or
trust company shall not be relieved of any liabilities arising out of a
breach of fiduciary duty occurring prior to such effective date. The
transferring bank or trust company shall file an itemized accounting of
any assets and liabilities in each transferred fiduciary account with the
successor fiduciary upon the effective date of the transfer. The failure
by the bank or trust company to give any notice required by subsection 3
hereof with respect to any fiduciary account shall not affect the
validity of the transfer of fiduciary capacities pursuant to this section
with respect to any other fiduciary account. (L. 1989 S.B. 22)

CROSS REFERENCE: Transfer of fiduciary obligations by bank or trust
company, procedure, RSMo 362.332

1. As used in this section, the following words and phrases
shall mean:

(1) "Bank", any bank subject to the provisions of chapter 362, which is
duly authorized to exercise trust powers, and any national bank which is
authorized to exercise trust powers under the laws of the United States
and which has its principal place of business in Missouri, including a
national bank whose operations include providing trust and other
fiduciary services and related activities;

(2) "Beneficiary", any person or entity which benefits from, or has a
present or future interest in, any money or property administered by a
person with a fiduciary obligation;

(3) "Director", the director of the division of finance of the department
of economic development;

(4) "Fiduciary obligation", any obligation of any bank or trust company
to a person or entity resulting from an appointment, designation or
undertaking to act alone or jointly with others primarily for the benefit
of others in matters connected with such appointment, designation or
undertaking, and including, but is not limited to, acting as a trustee of
a trust, including a testamentary or nontestamentary trust, or a trustee
of a common trust fund; executor; administrator; personal representative;
guardian; conservator; custodian; assignee; depositary; receiver;
attorney- in-fact; registrar or transfer agent with respect to stocks,
bonds or other evidences of indebtedness of any corporation, association,
state, municipality, or public authority; agent, including escrow agent
or agent for the investment of money; or in any other similar capacity.
The term "fiduciary obligation" includes any obligation occurring as a
result of an appointment or designation to any foregoing capacity upon
the death of a person serving in such capacity or upon the happening of
any other future event;

(5) "Transferee", a bank or trust company assuming fiduciary obligations
pursuant to this section from a transferor;

(6) "Transferor", a bank or trust company transferring fiduciary
obligations pursuant to this section to a transferee;

(7) "Trust company", any trust company or bank organized under the laws
of this state which is duly authorized to exercise trust powers.

2. Notwithstanding any other provision of law to the contrary, a bank or
trust company may transfer by assignment to another bank or trust company
any or all of the fiduciary obligations of such bank or trust company,
without any order of or other action by any court or any consent or other
approval of any interested person, except as provided in subsection 5 of
this section, upon the prior approval of the director and provided that
the transferor and transferee comply with the provisions of this section.
The assignment may encompass all fiduciary obligations, a general class
or classes of fiduciary obligations, or specified individual accounts or
other particularly identified fiduciary obligations.

3. The transferor, transferee or any beneficiary on behalf of all
beneficiaries jointly, shall file an application for approval of the
transfer of a fiduciary obligation with the director, and shall provide
all relevant information as the director may deem necessary. The
transferee shall also file proof with the director that the transferee
has given written notice by certified mail of the proposed transfer,
including a summary of the provisions of subsection 5 of this section
relating to objections to the transfer of the fiduciary obligation, at
least thirty days and not more than sixty days prior to the filing of the
application, to the transferor, all persons, firms, organizations or
corporations who are known to the applicant to be living or existing
grantors under each affected trust or other fiduciary obligation, or if
there is no such known living or existing grantor, to each living or
existing beneficiary thereof known to the transferee. If any living or
existing grantor or any such beneficiary delivers to the applicant any
communication regarding the proposed transfer, the applicant shall
furnish the director with a copy of such communication together with any
accompanying documents. If the director determines that the transferee
has the authority and is qualified to complete the fiduciary obligation,
and that the transfer of the fiduciary obligation will not materially
adversely affect the fiduciary obligation, he shall issue an order
approving the transfer of the fiduciary obligation. If the director fails
to approve or deny the transfer of the fiduciary obligation within thirty
days of the date of the filing of the application with the director, the
application shall be deemed approved by the director.

4. If the director approves the transfer of a fiduciary obligation,
within twenty days of the approval, the transferee shall publish a notice
of the transfer of the fiduciary obligation pursuant to this section in a
newspaper of general circulation in the county or city where the
transferor's main banking house or principal place of business,
respectively, is located. The transfer of the fiduciary obligation shall
be effective upon the thirtieth day after the date of such publication
except with respect to any fiduciary obligation which upon that date is
the subject of notice of objection made pursuant to subsection 5 of this
section.

5. Within thirty days after the publication of notice of approval by the
director of the transfer of a fiduciary obligation pursuant to subsection
4 of this section, any grantor or beneficiary who was entitled to receive
a written notice pursuant to subsection 3 of this section may give
written notice to the transferee objecting to the transfer of the
fiduciary obligation in which such person has an interest. In order to
complete the transfer, the transferee may petition the probate division
of the circuit court of the county or city not within a county in which
the notice was published to determine whether the transfer of the
fiduciary capacity will materially adversely affect the administration of
the fiduciary account. After notice to all interested parties and a
hearing on the issues, the circuit court may deny the relief sought by
the petitioning transferee and not transfer the fiduciary obligation to
the petitioning transferee, may appoint a new fiduciary to succeed the
transferor if the court finds that the appointment of a new fiduciary is
in the best interests of the beneficiaries of the fiduciary obligation
but that the transfer of the fiduciary obligation to the petitioning
transferee will materially adversely affect the administration of the
fiduciary account, or shall order the transferor to transfer by
assignment the fiduciary obligation to the petitioning transferee.

6. On the effective date of the transfer of a fiduciary obligation
pursuant to this section, the transferor shall be released from all
transferred fiduciary obligations and all liability relating to such
transferred fiduciary obligations, and shall cease to act regarding all
such transferred fiduciary obligations, except that such transferor*
shall not be relieved of any liabilities arising out of a breach of a
fiduciary obligation occurring prior to such effective date. The
transferor shall file an itemized accounting of all assets and
liabilities in each transferred fiduciary account with the transferee
upon the effective date of the transfer. Notwithstanding the provision of
any law or the provision of any agreement to the contrary, the transferor
shall not impose fees relating to the transfer of the fiduciary
obligation in excess of the actual cost to the transferor of the transfer
of the fiduciary obligation. The failure by a bank or trust company to
give any notice required by subsection 3 of this section with respect to
any fiduciary account shall not affect the validity of the transfer of a
fiduciary obligation pursuant to this section with respect to any other
fiduciary obligation or account.

7. Any appointment or other designation of a bank or trust company to a
fiduciary obligation in a trust, will or other instrument shall be deemed
to be made based only on facts and circumstances in existence on the date
and at the time that the appointment or designation is made, and the
director or a court, when considering the transfer of a fiduciary
obligation, shall consider whether the transferee has the authority to
complete the fiduciary obligation and is qualified to do so, the effect
of the transfer of the fiduciary obligation including whether the
transfer of the fiduciary obligation will materially adversely affect the
fiduciary obligation, and whether the transfer of the fiduciary
obligation is in the best interests of the beneficiaries of the fiduciary
obligation. (L. 1996 S.B. 494 § 1)

Effective 5-23-96

*Word "transferee" appears in original rolls, apparent typographical
error.

1. The directors may appoint and remove any cashier, secretary
or other officer or employee at pleasure.

2. The cashier, secretary or any other officer or employee shall not
endorse, pledge or hypothecate any notes, bonds or other obligations
received by the corporation for money loaned, until such power and
authority is given the cashier, secretary or other officer or employee by
the board of directors, pursuant to a resolution of the board of
directors, a written record of which proceedings shall first have been
made; and a certified copy of the resolution, signed by the president and
cashier or secretary with the corporate seal annexed, shall be conclusive
evidence of the grant of this power; and all acts of endorsing, pledging
and hypothecating done by the cashier, secretary or other officer or
employee of the bank or trust company without the authority from the
board of directors shall be null and void. The board of directors may
designate a chief executive officer who is not the president, but who
shall perform all the duties of the president required by this section.

3. A bank or trust company may appoint such officers as provided for in
the articles of agreement, bylaws or as otherwise provided by law,
however provided the directors appoint an officer that is also designated
as the chief executive officer, the bank or trust company shall not be
required to appoint an officer designated as president. When the chief
executive officer owns or controls fifty percent or more of the voting
stock of the bank or trust company, such chief executive officer shall
not be required to be a member of the board of directors, unless the
director of the division of finance determines such officer's presence is
necessary to prevent unsafe and unsound banking activity. (RSMo 1939 §
7975, A.L. 1967 p. 445, A.L. 2001 H.B. 738 merged with S.B. 186, A.L.
2002 S.B. 895)

Prior revisions: 1929 § 5380; 1919 § 11762; 1909 § 1112

1. No bank or trust company shall issue a certificate of
deposit, nor certify a check or draft, nor issue a cashier's or
treasurer's check, except in exchange for lawful money of the United
States or for checks, drafts or bills of exchange which are the actual
equivalent of such money.

2. If any president, director, officer, employee or agent of any bank or
trust company shall issue a certificate of deposit or certify a check or
draft or issue a cashier's or treasurer's check, without receiving the
money or its equivalent as herein provided or shall sell a certificate of
deposit of the bank at a discount in an amount in excess of the legal
rate of interest, he shall be guilty of a felony and upon conviction
shall be punished by imprisonment in the penitentiary for not less than
two years nor more than five years or by imprisonment in the county jail
for not exceeding one year, or by a fine not exceeding one thousand
dollars, or by both such fine and imprisonment. (RSMo 1939 § 4508)

Prior revision: 1929 § 4117

*Transferred 1978; formerly 561.490

Any officer, director, clerk or other employee of any bank or
trust company who intentionally conceals from the director of finance,
the directors of such bank, or trust company, or from the committee to
whom the directors have delegated authority to pass on loans and
discounts, any discount or loan made for and in behalf of said bank or
trust company or the purchase or sale of any note, bill of exchange or
security, with intent to defraud such bank or trust company, shall be
guilty of a misdemeanor and upon conviction shall be punished by
imprisonment in the county jail for not exceeding one year, or by a fine
of not less than fifty dollars nor more than one thousand dollars or by
both such fine and imprisonment. (RSMo 1939 § 4509)

Prior revision: 1929 § 4118

*Transferred 1978; formerly 561.500

1. The directors of a bank or trust company shall direct and
require good and sufficient fidelity bonds on all active officers and
employees, whether or not they draw salary or compensation, which bonds
shall provide for indemnity to the bank on account of any losses
sustained by it as the result of any dishonest, fraudulent or criminal
act or omission committed or omitted by them acting independently or in
collusion or combination with any person or persons. The bonds may be in
individual, schedule or blanket form, and the premiums therefor may be
paid by the bank or trust company.

2. The directors may also direct and require suitable insurance
protection to the bank against burglary, robbery, theft and other similar
insurable hazards to which the bank or trust company may be exposed in
the operations of its business on the premises or elsewhere.

3. The directors shall be responsible for approving at least once in each
year the amount or penal sum of the bonds or policies and the sureties or
underwriters thereon, after giving due and careful consideration to all
known elements and factors constituting the risk or hazard. The action
shall be recorded in the minutes of the board of directors and thereafter
be reported to the director and be subject to his approval. (RSMo 1939 §
7975, A.L. 1967 p. 445)

Prior revisions: 1929 § 5380; 1919 § 11762; 1909 § 1112

1. No president, director, manager, cashier, secretary or other
officer or agent of any bank or trust company organized and doing
business under the provisions of this chapter shall receive or assent to
the reception of deposits, or create or assent to the creation of any
debts of the bank or trust company, after he shall have knowledge of the
fact that it is insolvent or in failing circumstances.

2. Every person violating the provisions of this section shall be
individually responsible for the deposits so received, and all the debts
so contracted; provided, any director who may have paid more than his
share of the liabilities mentioned in this section may have his proper
remedy at law against persons who have not paid their full share of the
liabilities; and provided, further, that in case of the insolvency of one
or more of these officers, agents or managers, the liabilities shall be
paid, for the time being, by those who are solvent, in equal proportions.
(RSMo 1939 § 7976, A.L. 1967 p. 445)

Prior revisions: 1929 § 5381; 1919 § 11763; 1909 § 1113

In all suits brought for the recovery of the amount of any
deposits received, or debts so created, all officers, agents or managers
of the bank or trust company charged with so having assented to the
reception of the deposits, or the creation of the debt, may be joined as
defendants or proceeded against severally, and the fact that the bank or
trust company was so insolvent or in failing circumstances at the time of
the reception of the deposit charged to have been so received, or the
creation of the debt charged to have been so created, shall be prima
facie evidence of knowledge and assent to the deposit or creation of the
debt on the part of the officer, agent or manager. (RSMo 1939 § 7977,
A.L. 1967 p. 445)

Prior revisions: 1929 § 5382; 1919 § 11764; 1909 § 1114

This chapter shall extend to and may be enforced by and against
the executors and administrators of such deceased officers, agents and
managers. (RSMo 1939 § 7978)

Prior revisions: 1929 § 5383; 1919 § 11765; 1909 § 1115

1. In all actions against any bank or trust company to recover
for moneys on deposit or property left in a safe deposit box therewith,
if there be any person or persons, not parties to the action, who claim
the same fund, the court in which the action is pending may, on the
petition of the bank or trust company, and upon eight days' notice to the
plaintiff and the claimants, and without proof as to the merits of the
claim, make an order amending the proceeding in the action by making the
claimants parties defendant thereto; and the court shall thereupon
proceed to determine the rights and interests of the several parties to
the action in and to the property. The remedy provided in this section
shall be in addition to and not exclusive of remedies now or hereafter
existing.

2. The funds on deposit or property which are the subject of the action
may remain with the bank or trust company subject to the order of the
court until final judgment therein, and, if deposits, be entitled to the
same interest as other deposits of the same class, and shall be paid by
the bank or trust company in accordance with the final judgment of the
court; or in the discretion of the court, the deposit or property in
controversy may be paid into or placed with the court to await the final
determination of the action, and when the deposit or property is so paid
into or placed with the court the bank or trust company shall be struck
out as a party to the action, and its liability for the deposit or
property shall cease.

3. The costs in all actions against a bank or trust company to recover
deposits or property shall be in the discretion of the court, and may be
charged upon the fund or property affected by the action. (RSMo 1939 §
7979, A.L. 1967 p. 445, A.L. 1981 S.B. 28)

Prior revisions: 1929 § 5384; 1919 § 11766

(1952) Where defendant bank filed answer and interpleader and took
position that deposit belonged to the estate of plaintiff's mother rather
than to plaintiff, and court sustained interpleader and ordered other
parties to be brought in, but did not discharge bank, there was no
appealable order. Heinrich v. South Side Nat. Bank, 363 Mo. 220, 250
S.W.2d 345. (1953) Husband and wife having joint bank account both became
ill and husband then arranged to have Simrall's name added to the
account. Upon death of husband, Simrall came into bank and nearly all of
deposit was, with Simrall's consent, transferred to escrow account. Wife
subsequently died. Interpleader by bank held proper. Clay County Bank v.
Simrall (A.), 259 S.W.2d 422.

1. Notice to any bank or trust company doing business in this
state of an adverse claim to a deposit standing on its books to the
credit of any person shall not be effectual to cause the bank or trust
company to recognize the adverse claimant unless the adverse claimant
shall also either procure a restraining order, injunction or appropriate
process against the bank or trust company from a court of competent
jurisdiction in a cause therein instituted by him wherein the person to
whose credit the deposit stands is made a party and served with summons,
or shall execute to the bank or trust company, in form and with sureties
acceptable to it, a bond indemnifying the bank or trust company from any
and all liability, loss, damage, cost and expenses for and on account of
the payment of the adverse claim or the dishonor of the check or other
order of the person to whose credit the deposit stands on the books of
the bank or trust company; provided, that this law shall not apply in any
instance where the person to whose credit the deposit stands is a
fiduciary for the adverse claimant, and the facts constituting the
relationship, as also the fact showing reasonable cause of belief on the
part of the claimant that the fiduciary is about to misappropriate the
deposit, are made to appear by the affidavit of the claimant.

2. Notwithstanding any law to the contrary, a bank or trust company is
authorized to honor, dishonor or place conditions on any contract, agency
agreement, or other document presented by a third party, including a
customer of the bank or trust company, unless and until the bank or trust
company agrees in writing to honor such document or documents pursuant to
a contract or agreement. This subsection shall not apply to government
documents, including any lawful court orders, which shall be honored as
otherwise may be provided by law. No provision of this subsection shall
change current law on the type, quality and coverage of insurance the
creditor may require the debtors to purchase on the debtor's person or
collateral. (RSMo 1939 § 7982, A.L. 1967 p. 445, A.L. 1995 S.B. 178)

Prior revision: 1929 § 5387

No bank or trust company shall pay any interest on any deposits
of money, public or private, which are payable on demand, at a rate of
interest in excess of the current rate of interest authorized by the laws
of the United States of America or by regulations issued under authority
of these laws, to be paid on the deposits by member banks of the Federal
Reserve System or by banks or trust companies whose deposits are insured
by the Federal Deposit Insurance Corporation; and no bank or trust
company wherein any deposits of such moneys shall be made shall become
obligated or liable on account thereof except for the safekeeping thereof
and for the payment of the amount of the deposits with interest thereon,
if any, lawfully payable under the provisions of this chapter. (RSMo 1939
§ 7984, A.L. 1967 p. 445)

When the director of finance, pursuant to the powers conferred
on him by chapter 361, RSMo, levies any assessment upon any bank or trust
company and notifies the bank or trust company of the amount thereof, the
amount so assessed shall become a liability of and shall be paid by the
bank or trust company to the state director of revenue. (RSMo 1939 §
7986, A. 1949 H.B. 2085, A.L. 1967 p. 445)

Prior revisions: 1929 § 5390; 1919 § 11769

1. The division of finance shall issue rules for classifying the
records kept by all banks and trust companies in the state and specifying
the minimum period for which records of each class shall be retained. The
period may be permanent or for a term of years. Prior to issuing these
rules the division of finance shall consider:

(1) Court and administrative proceeding requirements pertaining to
evidence and the production of bank records;

(2) State and federal statutes of limitations and record retention
statutes and regulations; and

(3) Other matters which the division considers pertinent so that its
recommendations protect bank records for as short a period as possible
and ensure the safety and soundness of the bank.

2. A state chartered bank may have records in its custody reproduced as
provided in section 362.413.

3. No bank or trust company shall be liable for disposing of any record
provided that such bank or trust company complies with the rules issued
by the division of finance pursuant to this section. (RSMo 1939 § 7987,
A.L. 1967 p. 445, A.L. 1988 S.B. 773)

Prior revisions: 1929 § 5391; 1919 § 11770

1. Anything in the law to the contrary notwithstanding, every
bank and every trust company organized under the laws of this state and
every national banking association and every other bank incorporated
under the laws of the United States having its place of business in this
state may cause any and all records, memorandum, writings, entries,
prints, representations or combinations thereof, of any act, transaction,
occurrence, or event kept or recorded by such corporation to be recorded,
copied, or reproduced by any photographic, photostatic, microfilm,
microcard, miniature photographic, optical disk imaging, or other
comparable or different process which accurately reproduces or forms a
durable medium for so reproducing the original, and may thereafter cause
the originals to be destroyed. Such reproductions shall be deemed to be
an original record for all purposes and shall be admissible in evidence
in all courts and administrative agencies whether the original is in
existence or not. Any enlargement or facsimile of such reproduction, when
certified by the president, any vice president, the cashier or secretary,
and authenticated by the seal of such corporation, shall be received as
prima facie evidence with like effect as such reproduction. The
introduction of a reproduced record, or of an enlargement or facsimile of
a reproduced record shall be a sufficient substitute for the original.

2. Any records or copies of records that would be admissible under
section 490.250, RSMo, and sections 490.660 to 490.690, RSMo, shall be
admissible as a business record, subject to other substantive or
procedural objections, in any court in this state upon the affidavit of
the person who would otherwise provide the prerequisites of section
490.250, RSMo, and sections 490.660 to 490.690, RSMo, that the records
attached to the affidavit were kept as required by section 490.680, RSMo.

3. No party shall be permitted to offer such business records into
evidence pursuant to this section unless all other parties to the action
have been served with copies of such records and such affidavit at least
seven days prior to the day upon which trial of the cause commences.

4. The affidavit permitted by this section may be in form and content
substantially as follows: THE STATE OF ........................... COUNTY
OF ..............................

AFFIDAVIT

Before me, the undersigned authority, personally appeared
........................., who, being by me duly sworn, deposed as
follows:

My name is ......................................., I am of sound mind,
capable of making this affidavit, and personally acquainted with the
facts herein stated:

I am the custodian of the records of .............. . Attached hereto are
............. pages of records from ........................ . These
.......... pages of records are kept by ............................ in
the regular course of business, and it was the regular course of business
of ................... for an employee or representative of
........................ with knowledge of the act, event, condition,
opinion, or diagnosis recorded to make the record or to transmit
information thereof to be included in such record; and the record was
made at or near the time of the act, event, condition, opinion or
diagnosis. The records attached hereto are the original, exact duplicates
of the original, or, accurate reproductions of the original records as
permitted by subsection 1 of section 362.413, RSMo.

..............................................

Affiant

In witness whereof I have hereunto subscribed my name and affixed my
official seal this ................ day of ................, ..... .
.................................. ..................................
(Signed) (Seal)

5. Upon compliance with this section, the affiant shall not be required
to appear in person before a court to certify and authenticate such
documents. (L. 1963 p. 455 § 1, A.L. 1971 S.B. 163, A.L. 1995 S.B. 178,
A.L. 1998 S.B. 792)

1. No person unauthorized by law shall subscribe to or become a
member of, or be in any way interested in any association, institution or
company formed or to be formed for the purpose of issuing notes or other
evidences of debt to be loaned or put in circulation as money; nor shall
any such person subscribe to or become in any way interested in any bank
or fund created or to be created for the like purposes or either of them.

2. No corporation, domestic or foreign, other than a national bank or a
federal reserve bank, unless expressly authorized by the laws of this
state, shall employ any part of its property, or be in any way interested
in any fund which shall be employed for the purpose of receiving
deposits, making discounts, or issuing notes or other evidences of debt
to be loaned or put into circulation as money.

3. All notes and other securities for the payment of any money or the
delivery of any property made or given to any such association,
institution or company, or made or given to secure the payment of any
money loaned or discounted by any corporation or its officers contrary to
the provisions of this section shall be void.

4. No person, association of persons or corporation, unless expressly
authorized by law, shall keep any office for the purpose of issuing any
evidences of debt, to be loaned or put in circulation as money; nor shall
they issue any bills or promissory notes or other evidences of debt for
the purpose of loaning them or putting them in circulation as money,
unless thereto specially authorized by law.

5. Every person, and every corporation, director, agent, officer or
member thereof, who shall violate any provision of this section, directly
or indirectly, or assent to such violation, shall forfeit one thousand
dollars to the state. (RSMo 1939 § 7990)

Prior revisions: 1929 § 5394; 1919 § 11773

No corporation, domestic or foreign, other than a corporation
formed under or subject to the banking laws of this state or of the
United States, except as permitted by such laws, shall by any implication
or construction be deemed to possess the power of carrying on the
business of discounting bills, notes or other evidences of debt, of
receiving deposits, of buying and selling bills of exchange, or of
issuing bills, notes or other evidences of debt for circulation as money,
or of engaging in any other form of banking. (RSMo 1939 § 7890, A. 1949
H.B. 2085)

Prior revisions: 1929 § 5296; 1919 § 11684

Any person, association of persons, company or corporation not
engaged in the business of banking under the laws of the United States or
of the state of Missouri, using the words "bank", "banker", "bankers" or
"banking" to designate his or their business or a painted or printed sign
at his or their place of business or in a newspaper or any other kind of
advertisement or in a letterhead or on an envelope used by him or them,
shall be deemed guilty of a misdemeanor and upon conviction fined not
less than one hundred dollars. (RSMo 1939 § 4515)

Prior revisions: 1929 § 4124; 1919 § 3370; 1909 § 4587

*Transferred 1978; formerly 561.510

1. No person shall disclose any nonpublic personal information
to a nonaffiliated third party contrary to the provisions of Title V of
the Gramm-Leach-Bliley Financial Modernization Act of 1999 (15 U.S.C.
6801 to 6809). A state agency with the primary regulatory authority over
an activity engaged in by a financial institution which is subject to
Title V of the Gramm-Leach-Bliley Financial Modernization Act of 1999 may
adopt rules and regulations to carry out this section with respect to
such activity. Such rules and regulations adopted pursuant to this
section shall be consistent with and not be more restrictive than
standards contained in Title V of the Gramm-Leach-Bliley Financial
Modernization Act of 1999.

2. Unless prohibited by federal law or regulation, any financial
institution required to provide a disclosure of the institution's privacy
policy pursuant to Title V of the Gramm-Leach-Bliley Financial
Modernization Act of 1999 shall provide an initial notice regarding such
privacy policy:

(1) At the time the customer relationship is established for consumers
who become new customers of the financial institution on or after July 1,
2001; and

(2) Before June 30, 2002, for consumers who are existing customers of the
financial institution.

A financial institution shall not disclose any nonpublic personal
information to a nonaffiliated third party contrary to the provisions of
Title V of the Gramm-Leach-Bliley Financial Modernization Act of 1999
before the financial institution has made the disclosure required in this
section. (L. 2001 H.B. 801 § 1 merged with S.B. 382 § 1)

Effective 7-1-01

Any foreign banking corporation or foreign or federally
chartered savings and loan association, including, but not by way of
limitation, trust companies, mutual savings banks and national banking
associations, may, without complying with sections 362.430, 362.435 and
362.440 relating to transaction of business in this state by a foreign
banking corporation or with section 369.580, RSMo, relating to
transaction of business in this state by a foreign savings and loan
association, or without becoming licensed to do business in this state
under any other statute of this state, acquire indebtedness in this state
secured, with or without other security, by mortgage or deed of trust on
real estate situated in this state, and hold, collect and enforce the
same within this state. Any such foreign banking corporation or foreign
or federally chartered savings and loan association may take, acquire,
hold, collect and enforce all notes and security instruments evidencing
or securing such loans or indebtedness, and its activity in this state in
purchasing, holding, servicing, collecting or enforcing such loans or
indebtedness shall not constitute the doing of business by it in this
state within the meaning of any law of this state. If tender of payment
of all or any portion of such indebtedness is made in accordance with the
terms of the note and security instruments evidencing such indebtedness
to any institution or other agent in Missouri designated by such foreign
banking corporation or foreign or federally chartered savings and loan
association to represent it in collecting such indebtedness, interest
upon the amount so tendered shall not accrue after the date of the
tender. Nothing in this section contained shall be construed as
authorizing any such corporation or association to transact the general
business of a bank or trust company or savings and loan association in
this state without compliance with all applicable laws, or authorize any
such corporation to hold real estate taken in payment of a debt by
foreclosure or otherwise longer than the period provided by law for
domestic corporations. (L. 1953 p. 263 § 1, A.L. 1965 p. 562)

1. No person, except a national bank, a federal reserve bank, or
a corporation duly authorized by the director to transact a banking
business in this state, shall make use of any office sign at the place
where the business is transacted having thereon any artificial or
corporate name, or other words indicating that the place or office is the
place or office of a bank; nor shall the person or persons make use of or
circulate any letterheads, billheads, blank forms, notes, receipts,
certificates, circulars, or any written or printed or partly written and
partly printed paper whatever, having thereon any artificial or corporate
name, or other word or words, indicating that the business is the
business of a bank.

2. No person, association, firm or corporation, other than a corporation
authorized by the laws of this state to do the business of a trust
company and subject to the supervision of the director as provided by
law, shall make use of the words "trust company" as part of any
artificial or corporate name or title, nor make use of any sign at the
place where his or its business is transacted, having thereon these words
or any other words or word indicating that the place or office is the
place or office of a trust company, nor make use of or circulate any
written or printed, or partly printed, matter whatever having thereon
these words or any other word or other words indicating that the business
conducted is that of a trust company, nor transact business in such way
or manner as to lead the public to believe or as in the opinion of the
director might lead the public to believe that his or its business is
that of a trust company, excepting banks who may be lawfully exercising
trust company powers.

3. Every person violating the provisions of this section, either as an
individual or an interested party in any association, firm or
corporation, shall be punished by a fine of not less than one hundred
dollars nor more than one thousand dollars and a further fine of fifty
dollars per day for each day after written notice of the violation.

4. The director shall have authority to examine the accounts, books and
papers of any person, association, firm or corporation who he has reason
to suspect is violating the provisions of this section and to summon and
examine under oath, which he is empowered to administer, any person who
he may have reason to believe has violated or is a participant in any
violation of the provisions of this section. (RSMo 1939 § 7991, A.L. 1967
p. 445)

Prior revisions: 1929 § 5395; 1919 § 11774

1. Every foreign banking corporation before being licensed by
the finance director to transact in this state the business of buying,
selling, paying or collecting bills of exchange, or of issuing letters of
credit or of receiving money for transmission or transmitting the same by
draft, check, cable or otherwise, or of making sterling or other loans,
or any part of such business, or before maintaining in this state any
agency for carrying on such business or any part thereof, shall subscribe
and acknowledge and submit to the finance director at his office a
separate application certificate in duplicate for each agency which such
foreign corporation proposes to establish in this state, which shall
specifically state:

(1) The name of such foreign banking corporation;

(2) The place where its business is to be transacted in this state, and
the name of the agent or agents through whom such business is to be
transacted;

(3) The amount of its capital actually paid in cash and the amount
subscribed for and unpaid;

(4) The actual value of the assets of such corporation which must be at
least two hundred and fifty thousand dollars in excess of its liabilities
and a complete and detailed statement of its financial condition as of a
date within sixty days prior to the date of such application.

2. At the time such application certificate is submitted to the director,
such corporation shall also submit a duly exemplified copy of its charter
and a verified copy of its bylaws, or the equivalent thereof. (RSMo 1939
§ 7992)

Prior revisions: 1929 § 5396; 1919 § 11775

1. No foreign banking corporation, other than a bank organized
under the laws of the United States, shall transact in this state the
business of buying, selling or collecting bills of exchange, or of
issuing letters of credit or of receiving money for transmission or
transmitting the same by draft, check, cable or otherwise, or of making
sterling or other loans or transacting any part of such business, or
maintaining in this state any agency for carrying on such business, or
any part thereof, unless such corporation shall have:

(1) Been authorized by its charter to carry on such business and shall
have complied with the laws of the state or country under which it is
incorporated;

(2) Furnish to the director such proof as to the nature and character of
its business and as to its financial condition as he may require;

(3) Designated the director by a duly executed instrument in writing its
true and lawful attorney, upon whom all process in any action or
proceeding by any resident of the state against it may be served with the
same effect as if it were a domestic corporation and had been lawfully
served with process within the state;

(4) Paid to the state director of revenue a license fee of two hundred
and fifty dollars;

(5) Received a license duly issued to it by the director as provided in
section 362.440.

2. This section shall not be construed to prohibit foreign banking
corporations which do not maintain an office in this state for the
transaction of business from making loans in this state secured by
mortgages on real property, nor from accepting assignments of mortgages
covering real property situated in this state, nor from making loans
through correspondents which are engaged in the business of a bank or
trust company in this state under the laws of the state. (RSMo 1939 §
7993, A. 1949 H.B. 2085)

Prior revisions: 1929 § 5397; 1919 § 11776

1. Upon receipt by the director from any foreign corporation of
an application in proper form for leave to do business in this state
under the provisions of this chapter, he or she shall, by such
investigation as he or she may deem necessary, satisfy himself or herself
whether the applicant may safely be permitted to do business in this
state.

2. If from such investigation he or she shall be satisfied that it is
safe and expedient to grant such application and it shall have been shown
to his or her satisfaction that such applicant may be authorized to
engage in business in this state pursuant to the provisions of this
chapter and has complied with all the requirements of this chapter, he or
she shall issue a license under his or her hand and official seal
authorizing such applicant to carry on such business at the place
designated in the license and, if such license is for a limited time,
specifying the date upon which it shall expire.

3. Such license shall be executed in triplicate and the director shall
transmit one copy to the applicant, file another in his or her own office
and file the third in the public records of the division of finance.

4. Whenever any such license is issued for one year or less, the director
may, at the expiration thereof, renew such license for one year. (RSMo
1939 § 7891, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5297; 1919 § 11685

1. Whenever pursuant to any provision of this chapter, the
director shall have been duly appointed attorney to receive service of
process for any foreign corporation, he shall forthwith forward by mail,
postage prepaid, a copy of every process served upon him directed to the
president or secretary of such corporation, at its last known post-office
address.

2. For each copy of process the director of revenue shall collect the sum
of two dollars, which shall be paid by the plaintiff or moving party at
the time of such service, to be recovered by him as part of his taxable
disbursement if he succeeds in his suit or proceeding.

3. The term "process", when used in this section, shall include any writ,
summons, petition or order whereby any suit, action or proceeding shall
be commenced. (RSMo 1939 § 7892, A. 1949 H.B. 2085)

Prior revisions: 1929 § 5298; 1919 § 11686

1. If at any time the director shall be satisfied that any
foreign corporation to which has been issued an authorization certificate
or license is violating any of the provisions of this chapter, or is
conducting its business in an unauthorized or unsafe manner, or is in an
unsound or unsafe condition to transact its business, or cannot with
safety and expediency continue business, the director may over his or her
official signature and seal of office notify the holder of such
authorization certificate or license that the same is revoked.

2. Such notice shall be executed in triplicate and the director shall
forthwith transmit one copy to the holder of such authorization
certificate or license, file another in his or her own office and file
the third in the public records of the division of finance.

3. The director may, in his or her discretion, publish a copy of such
notice, with such other facts as he or she may deem proper, for six
successive days, in a paper published at the City of Jefferson. (RSMo
1939 § 7893, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5299; 1919 § 11687

1. When the director shall have issued a license to any such
banking corporation, it may engage in the business specified in section
362.435 at the location specified in such license for a period of one
year from the date of such license; and such license may, in the
discretion of the director, be reissued from year to year upon the
payment by such foreign banking corporation of the sum of two hundred and
fifty dollars upon each date that such license is reissued.

2. No such license shall be transferable or assignable and shall be at
all times conspicuously displayed in the place of business specified
therein.

3. In the event that such license shall have been revoked by the
director, as provided in section 362.450, it shall be surrendered to the
director within twenty-four hours after such corporation has received
written notice of such revocation.

4. Whenever the director shall have revoked any such license and shall
have taken the action to make such revocation effective specified in
section 362.450, all the rights and privileges of such foreign
corporation to transact business in this state shall forthwith cease and
determine. (RSMo 1939 § 7994)

Prior revisions: 1929 § 5398; 1919 § 11777

1. Every foreign banking corporation licensed by the finance
director to engage in business in this state shall, at such time and in
such form as the director shall prescribe, make written report to the
director under the oath of one of its officers, managers or agents
transacting business in this state, showing the amount of its assets and
liabilities and containing such other matters as the director shall
prescribe.

2. If any such corporation shall fail to make any such report as directed
by the director it shall be subject to the penalties prescribed by
section 362.295, and any false statement contained in any such report or
in any other sworn statement made to the director by such corporation in
pursuance of the provisions of this chapter shall constitute perjury.

3. Nothing contained in this section shall be deemed to modify the
prohibition of section 362.415. (RSMo 1939 § 7995)

Prior revisions: 1929 § 5399; 1919 § 11778

A bank or trust company subject to the provisions of chapter 362
may, with the approval of the director of the division of finance,
relocate its main banking house up to thirty miles to a location in
another state. No such relocation shall occur until such bank has
obtained a charter or certificate of incorporation from such other state.
Following the relocation, the institution may maintain its Missouri
locations and, if such are maintained, the bank may establish additional
Missouri locations under the provisions of section 362.107, to the same
extent as if the bank was a Missouri bank, provided the state to which
the Missouri bank relocates, permits banks chartered under such state
authority's powers substantially similar to the authority provided in
sections 362.462 to 362.464. Such power may be provided by statute,
regulation or such state bank regulator's order. Sections 362.462 to
362.464 authorize parity between state and national banks as provided in
12 U.S.C. 30, notwithstanding any other law to the contrary. (L. 1995
A.L. H.B. 63, et al. § 7)

Effective 6-13-95

An out-of-state bank may, with the approval of the director of
the division of finance, relocate its main banking house up to thirty
miles to a location in Missouri. The director shall grant a certificate
of incorporation to any out-of-state bank which has relocated its main
office to Missouri pursuant to the provisions of this section. (L. 1995
H.B. 63, et al. § 8)

Effective 6-13-95

1. No out-of-state bank shall be permitted to relocate its main
banking house to Missouri, except in accordance with sections 362.462 to
362.464.

2. The board of directors of the out-of-state bank shall file an
application with the director of the division of finance, on a form to be
prescribed by the director, seeking approval of its relocation to this
state. The application shall contain a certification that the relocation
has been approved by at least a majority of the shareholders of the
out-of-state bank.

3. The application shall contain articles of agreement executed as
provided for other individuals seeking to incorporate a bank or trust
company pursuant to this chapter, except that the articles of agreement:

(1) May provide that instead of the capital stock having actually been
paid up in money the capital stock is to be paid up in assets of the
out-of-state bank, the net value of which is equal to at least the full
amount of the capital stock of the proposed resulting bank or trust
company;

(2) Shall provide that the proposed resulting bank or trust company is,
and shall be considered, the same business and corporate entity as, and a
continuation of the corporate entity and identity of, the converting
out-of-state bank although as to rights, powers and duties, the proposed
resulting institution is a bank or trust company incorporated under the
laws of the state of Missouri; and

(3) Shall set out the names and addresses of all persons who are to be
officers of the proposed bank or trust company.

4. If the director of the division of finance, as the result of an
examination and investigation made by the director, the director's
deputies, or the director's examiners, is satisfied that such assets are
of such value and that the character, responsibility and general fitness
of the persons named in the articles of agreement are such as to command
confidence and warrant belief that the business of the proposed bank or
trust company will be honestly and efficiently conducted in accordance
with the purpose and intent of the laws of this state relative to banks
or trust companies, as the case may be, the director shall grant the
charter and approve the relocation. If the director takes exception as to
either or both matters, the director shall give notice of such exception
to the majority of the board of directors of the converting out-of-state
bank who shall have the same right of appeal as is provided by the laws
of this state in the case of the proposed incorporators of a new bank or
trust company.

5. Upon the approval of the relocation and conversion, the director of
the division of finance shall execute and deliver to the bank or trust
company the director's certificate stating that the bank or trust company
named in the certificate has been duly organized and is the institution
resulting from the conversion of the out-of-state bank into the resulting
bank or trust company, and that the resulting bank or trust company is,
and shall be considered, the same business and corporate entity as, and a
continuation of the corporate entity and identity of, the converting
out-of-state bank. A certified copy of the certificate shall be filed in
the public records of the division of finance and the certificate so
filed or certified by copies of the certificate shall be taken in all the
courts of this state as evidence of the conversion of the out-of-state
bank into the resulting bank or trust company and that the resulting bank
or trust company is the same business and corporate entity as, and a
continuation of the corporate entity and identity of, the converting
out-of-state bank.

6. When the director of the division of finance has given the director's
certificate as provided in subsection 5 of this section:

(1) The resulting bank or trust company and all its stockholders,
directors, officers and employees shall have the same powers and
privileges and be subject to the same duties and liabilities in all
respects as in the case of such institution originally organizing as a
bank or trust company under the laws of this state;

(2) All the rights, franchises and interests of the converting
out-of-state bank in and to every category of property, including real,
personal and mixed, and choses in action thereto belonging shall be
deemed to be transferred to, and vested in, the resulting bank or trust
company without any deed or other transfer; and

(3) The resulting bank or trust company by virtue of the conversion and
without any order of any court or otherwise shall hold and enjoy the same
and all rights of property and interests including, but not by way of
limitation, appointments, designations and nominations and all other
rights and interest, as trustee, personal representative, conservator,
receiver, registrar, assignee and every other fiduciary capacity in the
same manner and to the same extent as these rights and interests were
held or enjoyed by the converting out-of-state bank at the time of its
conversion into the resulting bank or trust company.

7. A bank or trust company organized under the laws of this state may,
with the approval of the director of the division of finance, relocate
its main banking house up to thirty miles away to a location in another
state and convert its charter to a charter issued by such other state.
When it has done so, and to the extent provided by the laws of such
state, the resulting bank or trust company by virtue of the conversion
and without any order of any court or otherwise, shall hold and enjoy the
same and all rights of property and interests including, but not by way
of limitation, appointments, designations and nominations and all other
rights and interests, as trustee, personal representative, conservator,
receiver, registrar, assignee and every other fiduciary capacity in the
same manner and to the same extent as these rights and interest were held
or enjoyed by the converting bank or trust company at the time of its
conversion into the out-of-state bank or trust company. (L. 1995 H.B. 63,
et al. § 9, A.L. 2000 S.B. 896)

When any deposit is made by or in the name of any minor, it
shall be held for the exclusive right and benefit of the minor, and free
from the control or lien of all other persons, except creditors, and
shall be paid, together with any interest thereon, to or upon the order
of the person in whose name the deposit is made, and the check, receipt
or acquittance of the minor shall be a valid and sufficient release and
discharge for the deposit or any part thereof to the bank or trust
company. (RSMo 1939 § 7996, A.L. 1967 p. 445)

Prior revisions: 1929 § 5400; 1919 § 11779

(1964) This statute is not applicable to deposits not solely in the name
of the minor. McIntyre v. McIntyre (Mo.), 377 S.W.2d 421.

Any bank or trust company holding deposit accounts pursuant to
this chapter shall have the same rights, powers and protections provided
a bank or trust company under subsection 6 of section 362.471 as it
relates to any account; nor shall any law impose a duty to the contrary
on such bank or trust company. (L. 1997 H.B. 257)

1. When a deposit is made by any person in the name of the
depositor and any one or more other persons, whether minor or adult, as
joint tenants or in form to be paid to any one or more of them, or the
survivor or survivors of them and whether or not the names are stated in
the conjunctive or the disjunctive or otherwise, the deposit thereupon
and any additions thereto made by any of these persons, upon the making
thereof, shall become the property of these persons as joint tenants, and
the same, together with all interest thereon, shall be held for the
exclusive use of the persons so named, and may be paid to any one of such
persons during his lifetime, or to any one of the survivors of them after
the death of any one or more of them. The making of a deposit in such
form, and the making of additions thereto, in the absence of fraud or
undue influence, shall be conclusive evidence in any action or proceeding
to which either the bank or trust company or any survivor is a party of
the intention of all the parties to the account to vest title to the
account and the additions thereto and all interest thereon in the
survivor. By written instructions of all joint tenants given to the bank
or trust company they may require the signatures of more than one of such
persons during their lifetimes or of more than one of the survivors after
the death of any one of them on any order for payment, withdrawal, check
endorsement or receipt, in which case the bank shall honor orders to pay
or withdrawals and make payments of interest only in accordance with such
instructions, but no such instructions shall limit the right of the sole
survivor or of all of the survivors to all or any part of any such
deposit or interest thereon. The payment and the receipt or acquittance
of the one to whom the payment is made as provided in this section shall
be a valid and sufficient release and discharge to the bank or trust
company, whether any one or more of the persons named is dead or alive,
for all payments made on account of such deposit prior to the receipt by
the bank or trust company of notice in writing signed by any one of the
joint tenants not to pay the deposit in accordance with the terms
thereof. After receipt of such notice a bank or trust company may refuse
without liability to honor any check or other order to pay, withdrawal,
receipt, or to pay out any interest thereon pending determination of the
rights of the parties. No bank or trust company paying any survivor in
accordance with the provisions of this section shall thereby be liable
for any estate, inheritance or succession taxes which may be due this
state. As to any minor who is a joint tenant as provided in this section,
all of the provisions of section 362.465 shall apply.

2. If more than two persons are named as such depositors and one of them
dies, the deposit becomes the property of the survivors as joint tenants.

3. The pledge or assignment to the bank or trust company of all or part
of a joint tenancy deposit or the interest thereon, signed by any joint
tenant or tenants, whether minor or adult, upon whose signature or
signatures withdrawals may be made from the account shall be a valid
pledge or transfer to the bank or trust company of that part of the
deposit pledged or assigned, and shall not operate to sever or terminate
the joint tenancy of or any part of the account, subject to the effect of
the pledge or assignment.

4. The adjudication of incompetency of any one or more joint tenants
shall not operate to sever or terminate the joint tenancy of any part of
the deposit and the deposit may be withdrawn, paid out or pledged by any
one or more of the joint tenants in the same manner as though the
adjudication of incompetency had not been made except that any payment,
withdrawal or pledge on behalf of the incompetent joint tenant shall be
by his guardian.

5. Any deposit made in the name of two persons or the survivor thereof
who are husband and wife shall be considered a tenancy by the entirety
unless otherwise specified. (RSMo 1939 § 7996, A.L. 1967 p. 445, A.L.
1977 S.B. 420)

Prior revisions: 1929 § 5400; 1919 § 11779

(1967) A deposit made by deceased depositor and in the name of deceased
depositor "or" his brother was not in form to be paid to either, or the
survivor of them, and did not comply with this section. Ison v. Ison
(Mo.), 410 S.W.2d 65.

(1967) The use of the words "as tenants by the entirety" in relation to
two persons who are not husband and wife creates no presumption of a
joint tenancy. Horton v. Estate of Elmore (A.), 420 S.W.2d 48.

(1967) Certificates of deposit issued to the order of deceased or
defendant were not within purview of statute and created no presumption
of joint tenancy with the incident of survivorship, but account which is
accompanied and commemorated by an integrated, unambiguous joint tenancy
deposit contract of the parties constitutes the single and final memorial
of the parties which may not be varied or changed by parol evidence.
Melton v. Ensley (A.), 421 S.W.2d 44.

(1974) Overrules Jenkins v. Meyer and Wantuck v. United Savings and Loan
Association. Held, this section creates a statutory joint tenancy and the
strict common law requirements do not apply. Dietz v. Humphreys (Mo.),
507 S.W.2d 389.

(1975) Held that facts did not meet requirements for statutory joint
tenancy. Smith v. Thomas (A.), 520 S.W.2d 132.

(1976) Where deposits and withdrawals were all made by person originally
opening account and that person acting alone changed title of the account
to read A or B and signature cards for a joint account were never signed,
the account did not become a joint account and A's estate was entitled to
proceeds. Matter of Estate of Bonacker (A.), 532 S.W.2d 898.

(1980) Before statutory joint tenancy can be created in bank account,
there must be deposit made in name of depositor and any one or more other
persons, and it must be made in form to be paid to any one or more of
them. Thummel v. Thummel (A.), 609 S.W.2d 175.

(1980) Where statute creating joint account is not complied with, but
bank deposit is payable to husband and wife, but account is not in their
names as husband and wife, account is presumed to be held in estate by
entirety whether husband or wife or both furnished monies that went into
account. Thummel v. Thummel (A.), 609 S.W.2d 175.

1. A bank or trust company may contract for an account,
including a certificate of deposit, in the following form: "John Doe, pay
on death to Henry Doe". Such account shall, during the lifetime of the
person or persons first named in the account, be the property of and
under the sole control of the person or persons first named; and the
first named person or persons shall be entitled to cancel, change, give
away, or otherwise deal with the account as if no other person was named
in the account.

2. At the death of all of the first named persons, the account shall
become the property of the person or persons named as the "pay-on-death"
person or persons. The bank or trust company is authorized to require
proof of death and surrender of the evidence of account prior to
withdrawal after the death of all of the first named persons.

3. If there is more than one first named person who is a holder of the
account, the first named persons shall be joint tenants with right of
survivorship. If there is more than one pay-on-death person, the account
shall be paid in equal shares to pay-on-death persons living at the time
all first named persons have died. The joint tenancy referred to in this
section shall be governed by section 362.470.

4. The bank or trust company may make such contractual terms as the
parties may agree to with respect to an account contracted for under this
section.

5. The form of account authorized by this section shall be valid and
shall supersede and override the requirements of chapter 474, RSMo, as to
disposition of the property of decedents and the requirements as to
testamentary dispositions by will.

6. Any payment made by a bank or trust company on an account as described
in this section shall be entitled to full credit upon such payment
without necessity of determining whether any other person shall have an
interest in the account, unless the bank or trust company shall have been
served with process by a court of competent jurisdiction restricting
payment on the account in accordance with the terms of such process. (L.
1984 H.B. 1033, A.L. 1997 H.B. 257)

When any deposit is made by any person describing himself in
making the deposit as trustee for another, and no other or further notice
of the existence and terms of a legal and valid trust than this
description shall have been given in writing to the bank or trust
company, in the event of the death of the person so described as trustee,
the deposit or any part thereof, together with the dividends or interest
thereon, may be paid to the person for whom the deposit was thus stated
to have been made. (RSMo 1939 § 7996, A.L. 1967 p. 445)

Prior revisions: 1929 § 5400; 1919 § 11779

(1959) Where bank deposit slip and signature card stated that account was
"payable on death" to daughter of depositor, and son of deceased
depositor testified that depositor stated to bank officer that she wanted
either depositor or her daughter to be able to withdraw funds from
account and after her death daughter was to be absolute owner, a valid
and enforceable trust in favor of the daughter existed on death of
depositor. Butler State Bank v. Duncan (A.), 319 S.W.2d 913.

Whenever any deposit shall be made in any bank, banking
institution or trust company by any person as trustee, or by any person
in trust for another, and no other or further notice of the existence and
terms of such trust shall have been given in writing to the bank, banking
institution or trust company, the same may be paid upon the check or
order of said trustee, bearing his signature and containing the same
words in which said deposit was made. (RSMo 1939 § 3536)

Prior revisions: 1929 § 3146; 1919 § 13428; 1909 § 11929

CROSS REFERENCE: Rules as to dealing with fiduciary depositors, RSMo
456.290 to 456.320

1. The director of finance may grant a certificate of
incorporation for a safe deposit corporation, all of the stock of which
will be held by a bank or trust company, in the manner provided for the
incorporation of banks and trust companies in sections 362.020 to 362.035.

2. Any such safe deposit corporation shall be incorporated only for the
purpose of taking and receiving as bailee for safekeeping and storage
only, jewelry, plate, money, specie, bullion, stocks, bonds, securities
and valuable papers of any kind, and other valuables, upon such terms and
for such compensation as may be agreed upon; and letting out vaults,
safes and other receptacles for the uses, purposes and benefits of such
corporation. (L. 1977 S.B. 420)

Every bank and trust company doing a safe deposit business and
every safe deposit company owned by a bank or trust company shall be
entitled to the following special remedies in enforcing the liabilities
and rights of depositories or lessors and of renters or lessees of boxes:

(1) Whenever such company doing a safe deposit business receives personal
property upon deposit, as bailee, and issues a receipt therefor, it is a
warehouseman as to this property and all existing statutes and laws
affecting warehousemen shall apply to these deposits, and the corporation
shall have a lien on the deposit or the proceeds thereof to the same
extent and with the same effect, and enforceable in the same manner, as
provided by law with reference to warehousemen.

(2) (a) The lessor shall have a lien upon the contents of any safe
deposit box for the rental thereon. If the lessee shall not pay the rent
within thirty days after the same is due, then the lessor, after giving
not less than sixty days' written notice to the lessee, personally or by
registered or certified mail delivered to the latest address shown upon
the safe deposit records of the lessor, of its intention to sell the
contents of the box for the payment of rent and expenses may open the box
forcibly and remove the contents in the presence of two of its employees,
one of whom shall be an officer thereof. The lessor then shall retain
such contents for at least ninety days thereafter and the lessor then may
sell any part or all of such contents at public sale by giving notice
thereof in like manner as notice is required as provided in chapter 493,
RSMo, for two successive weeks in a newspaper qualified to publish such
notice, and retain from the proceeds of sale the rental due it, the costs
of opening and repairing the box, and the costs of sale. Any remaining
balance shall be disposed of in accordance with the provisions of
sections 447.500 to 447.595.

(b) If the lessee shall fail to surrender possession of any box within
thirty days from the date of the termination of the lease, then the
lessor, after giving not less than sixty days' written notice to the
lessee, personally or by registered or certified mail delivered to the
latest address shown upon the safe deposit records of the lessor, of its
intention to enter the box, remove the contents and sell the same, may
open the box forcibly and remove its contents in the presence of two of
its employees, one of whom shall be an officer thereof. The lessor then
shall retain such contents for at least ninety days thereafter and the
lessor then may sell any part or all of such contents at public sale by
giving notice thereof in like manner as notice is required in paragraph
(a) of subdivision (2) of this section, and retain from the proceeds of
sale the costs of opening and repairing such box, the costs of sale and
any other amounts due to lessor. Any article, item, or document without
apparent market value may be destroyed after two years from the date of
giving or mailing the required notice. Any remaining balance shall be
disposed of in accordance with the provisions of sections 447.500 to
447.595. (RSMo 1939 § 7997, A.L. 1967 p. 445, A.L. 1969 S.B. 279, A.L.
1981 S.B. 28, A.L. 1984 H.B. 1088, A.L. 1994 S.B. 757)

Prior revisions: 1929 § 5401; 1919 § 11780

Effective 7-1-94

1. Any bank or trust company doing a safe deposit business and
any safe deposit company owned by a bank or trust company may enter into
a lease under which a safe deposit box is rented in the names of two or
more persons, whether residents or nonresidents of this state, as joint
renters. If the lease provides that one or more of such persons, or the
survivor thereof, has access and entry to the box and the right to remove
the contents whether the other renter or renters are living, mentally
incapacitated or dead, the bank, trust company, or safe deposit company
so renting the box, or upon the premises of which the box is located,
shall not be liable for the removal of any of the contents of the box by
the survivors thereof. No presumption of ownership of the contents of any
such box shall be deemed to be created by the rental contract.

2. Notwithstanding any other provision of law to the contrary, there is
no presumption that the lessor has custody of a will when the will is
held in a jointly rented safe deposit box. At the lessor's option, the
lessor's officers and employees are not required to be present when the
jointly rented safe deposit box is accessed by the surviving joint
renter. (L. 1975 S.B. 141 § 1, A.L. 1977 S.B. 420, A.L. 1981 S.B. 28,
A.L. 1983 S.B. 44 & 45, A.L. 1994 H.B. 1312)

1. In the event the sole lessee or all lessees as joint renters
named in the lease agreement covering a safe deposit box rental shall
die, the lessor by contract may accept the following additional duties:
The safe deposit box may be opened at any time thereafter, in the
presence of persons claiming to be interested in the contents thereof, by
two employees of the lessor, one of whom shall be an officer of the
lessor; and such employees may remove all instruments of a testamentary
nature and deposit the same with the probate division of the circuit
court, taking its receipt therefor, and such employees in their
discretion may deliver life insurance policies therein contained to the
beneficiaries named in such policies, and any deed to a cemetery lot and
any burial instructions found therein to the appropriate parties; and
such lease shall state that the lessor retains the right to open the safe
deposit box on the death of any lessee, including joint renters. When a
safe deposit box is opened as authorized in this subsection, the contents
not specifically authorized for removal shall remain in the box leased to
joint renters. The remaining contents of all other safe deposit boxes so
opened shall be kept and retained by the bank, trust company, or safe
deposit company and shall be delivered only to the parties legally
entitled to the same. In the event no person claims to be interested in
the contents of a box within sixty days after the death of the lessee,
the lessor may open the box by forcible entry and remove the contents and
dispose of the same in accordance with the procedures specified in
section 362.485.

2. Upon the death of any lessee of a safe deposit box and upon request of
the probate division of the circuit court, the lessor shall reply to such
request and inform such official if the designated person was the lessee
of a safe deposit box at the time of death. (L. 1981 S.B. 28, A.L. 1984
H.B. 1088)

Notwithstanding any provision of law of this state or of any
political subdivision thereof requiring security for deposits in the form
of collateral, surety bond or in any other form, security for such
deposits shall not be required to the extent said deposits are insured
under the provisions of an act of congress creating and establishing the
Federal Deposit Insurance Corporation or similar agency created and
established by the Congress of the United States. (RSMo 1939 § 8000)

Whenever unusual withdrawals from any bank or trust company
doing a banking business in this state, organized under the laws of this
state are being made, or whenever in the judgment of the president and
cashier or president and secretary of such bank or trust company and/or
the board of directors thereof, unusual withdrawals are about to be made,
such officers and/or directors are hereby authorized to suspend payment
of checks of depositors and any and all other withdrawals of assets of
such bank or trust company for a period of six banking days. The board of
directors may designate a chief executive officer who is not the
president, but who shall perform all the duties of the president required
by this section. (RSMo 1939 § 8003, A.L. 2001 H.B. 738 merged with S.B.
186)

1. Upon the suspension of the payment of checks and withdrawal
of assets as authorized by section 362.495, it shall be the duty of the
president, cashier, or the chairman of the board of directors of the
bank, or trust company doing a banking business, so suspending payment to
notify the state finance director immediately.

2. Upon the receipt of the notice required by law, it shall be the duty
of the state finance director to take charge of said bank, or trust
company doing a banking business, and to supervise the receipt of the
deposits and payment of checks and withdrawals of assets during a period
of sixty days next following the taking charge thereof, and such state
finance director shall have power and is hereby authorized, during said
period of sixty days, to limit, upon a basis of equality, prorate or
prohibit entirely, all withdrawals of deposits or assets from said bank
or trust company; provided, however, that no preferences shall be given
any depositor or creditor of said bank or trust company. (RSMo 1939 §
8004)

During said sixty-day period next following the taking charge of
any such bank or trust company, by the state finance director, a careful
audit and inventory of the assets and liabilities of said bank or trust
company shall also be made by said state finance director to determine if
said bank or trust company shall be permitted to continue in business,
and when said state finance director shall approve a contract or plan
whereby such bank or trust company is permitted to receive deposits, pay
checks and continue to do a banking business, or reorganize, entered into
between the depositors of such institution, owning or controlling
eighty-five percent or more of the deposits therein, which are not
preferred claims, special deposits or deposits secured by bonds or
collateral, on the one hand, and the bank or trust company or its board
of directors on the other, then and in that event all other depositors
and creditors shall be held to be bound by such contract or plan to the
same extent and with the same effect as if they had joined in the
execution thereof, and their claims shall be treated in all respects as
if they had joined in the execution of said contract or plan, in event
said bank is permitted to reopen for business as limited by said contract
or plan; provided, nevertheless, all depositors and creditors of the same
class shall be treated alike. (RSMo 1939 § 8005)

If the state finance director shall, during the period of sixty
days next following the taking possession of any such bank or trust
company under the provisions of law, find that such bank or trust company
should not be permitted to continue in business, or cannot be reorganized
on a sound basis, he shall proceed as provided by law to effect the
liquidation thereof. (RSMo 1939 § 8006)

During the period of sixty days next following the taking charge
of any such bank or trust company as authorized by law, deposits may be
received from the customers of said bank, or trust company and others as
special deposits, or trust funds, and paid out on the check of such
depositors drawn against their respective balances; but no part of the
funds deposited during said period of sixty days shall be an asset of any
such bank, or trust company doing a banking business, within the meaning
of the banking laws of this state; nor shall any part of such funds so
deposited be loaned by any such bank or trust company except upon United
States government bonds, or other securities of the government of the
United States, or upon the bonds of the state of Missouri, as collateral,
allowing a safe margin to meet fluctuations in the market price of such
bonds and securities. (RSMo 1939 § 8007)

1. Any bank or trust company organized under the laws of the
state of Missouri or any national bank doing business in Missouri may
remain closed on any Sunday or public holiday, as defined in section
9.010, RSMo, and, in addition, on any day of the week fixed at least
fifteen days in advance by the adoption of a resolution to such effect by
a majority vote of the board of directors thereof, and notice thereof
posted in the bank or trust company for the same time.

2. Any bank or trust company may be closed or remain closed whenever in
the judgment of the directors, the president or other officer in charge,
the lives or safety of the institution's employees or the institution
itself would be endangered or placed in jeopardy by an emergency arising
from fire, flood, storm, snow, power failure, shortage of fuel, robbery,
riot or threat of riot, or similar emergency. The bank or trust company
so closed shall notify the director of finance of its action and the
reasons therefor within twelve hours thereafter and such bank or trust
company shall reopen within twenty-four hours after such closing unless
permission shall be granted by the director of finance to remain closed
for a longer period of time. On all closings under this section a full
report in writing shall be furnished the director of finance.

3. Any day on which a bank or trust company organized under the laws of
the state of Missouri or national bank doing business in Missouri
pursuant to this section remains closed shall, with respect to the bank
or trust company or national bank, be deemed a holiday for the purposes
of chapter 400, RSMo, and amendments thereto, and the bank or trust
company or national bank shall not be required to permit access to its
safe-deposit vaults while it is so closed.

4. Where a contract by its terms requires the payment of money or the
performance of a condition on any such day by or at such bank or trust
company or national bank the payment may be made or condition performed
on the next business day succeeding the day when the bank, trust company
or national bank shall so remain or be closed, with the same force and
effect as if made or performed in accordance with the terms of the
contract.

5. A branch of any bank or trust company may be closed as provided in
subsection 2 of this section, whether or not the main banking house is so
closed, but the day shall not be a bank holiday as provided in
subsections 3 and 4 of this section unless the main banking house is
closed.

6. A branch office of any bank or trust company organized under the laws
of the state of Missouri may be temporarily closed for any reasonable
period of time for repairs, remodeling, or other purposes decided upon by
the board of directors provided that notice of the board's resolution
concerning such is both posted in the lobby and on the entrances of the
affected location and supplied to the director of finance at least thirty
days prior to the temporary closing. (L. 1947 V. I p. 310 § 1, A.L. 1965
p. 95, A.L. 1969 3d Ex. Sess. H.B. 39, A.L. 1991 H.B. 206, A.L. 2005 H.B.
707)

Anything in any other law of this state to the contrary
notwithstanding, every bank and every trust company organized under the
laws of this state shall have power to, and may contribute to community
funds, or to civic, charitable, philanthropic, or benevolent
instrumentalities conducive to public welfare, such sums as the board of
directors of the particular bank or trust company may deem expedient and
in the interest of the bank or trust company. (L. 1951 p. 286 § 1)

1. When any trust company organized pursuant to the laws of this
state shall have been nominated as personal representative of the last
will of any deceased person, the court or officer authorized pursuant to
the law of this state to grant letters testamentary thereon shall, upon
proper application, grant letters testamentary thereon to the trust
company or to its successor by merger.

2. When application is made for the appointment of a personal
representative on the estate of any deceased person, and there is no
person entitled to the letters, or if there is one so entitled then, on
the application of the person, the court or officer making the
appointment may grant letters of administration with will annexed to any
trust company.

3. Any trust company may be appointed conservator, trustee, personal
representative, receiver, assignee or in any other fiduciary capacity, in
the manner now provided by law for appointment of individuals to any such
office. On the application of any natural person acting in any such
office, or on the application of any natural persons acting jointly in
any such office, any trust company may be appointed by the court or
officer having jurisdiction in the place and stead of the person or
persons; or on the application of the person or persons any trust company
may be appointed to the office to act jointly with the person or persons
theretofore appointed, or appointed at the same time; provided, the
appointment shall not increase the compensation to be paid the joint
fiduciaries over the amount pursuant to the law payable to a fiduciary
acting alone.

4. Any natural person or persons heretofore or hereafter appointed as
guardian, trustee, personal representative, receiver, assignee, or in any
other fiduciary capacity, desiring to have their bond under the office
reduced, or desiring to be appointed under a reduced bond, the person or
persons may apply to the court to have their appointment put or made
under such limitation of powers and upon such terms and conditions as to
the deposits of assets by the person or persons with any trust company,
under such reduced bond to be given by the person or persons as the court
or judge shall prescribe, and the court or judge may make any proper
order in the premises.

5. Any investments made by any trust company of money received by it in
any fiduciary capacity shall be at its sole risk, and for all losses of
such money the capital stock and property of the company shall be
absolutely liable, unless the investments are such as are proper when
made by an individual acting in such fiduciary capacity, or such as are
permitted under and by the instrument or order creating or defining the
trust. Any trust company in the exercise of its fiduciary powers as
personal representative, guardian, trustee or other fiduciary capacity,
may retain and continue to hold, as an investment of an estate, trust or
other account administered by it as fiduciary, any shares of the capital
stock, and other securities or obligations, of the trust company so
acting, and of any parent company or affiliated company of such trust
company, which stock, securities and obligations have been transferred to
or deposited with such fiduciary by the creator or creators of such
fiduciary account or other donors or grantors, or received by it in
exchange for, or as dividends upon, or purchased by the exercise of
subscription rights, including rights to purchase fractional shares, in
respect of, any other stock, securities or obligations so transferred to
or deposited with it, or which have been purchased by such fiduciary
pursuant to a requirement of the instrument or order governing such
account or pursuant to the direction of such person or persons other than
the trust company having power to direct such fiduciary with respect to
such purchases; but except as herein provided, including the exercise of
subscription rights, no such trust company shall purchase as an
investment for any fiduciary account, in the exercise of its own
discretion, any stock or other securities or obligations, other than
deposit accounts, savings certificates or certificates of deposits,
issued by such trust company, or its parent or affiliated companies. This
subsection shall not be construed to prohibit a trust company, in the
exercise of its own discretion, from purchasing as an investment, for any
fiduciary account, securities or obligations of any state or political
subdivision thereof which meet investment standards which shall be
established by the director of the division of finance, even though such
obligations are underwritten by such trust company or its parent or
affiliated companies.

6. The court or officer may make orders respecting the trusts and require
any trust company to render all accounts which the court or officer might
lawfully require if the personal representative, guardian, trustee,
receiver, depositary or the trust company acting in any other fiduciary
capacity, were a natural person.

7. Upon the appointment of a trust company to any fiduciary office, no
official oath shall be required.

8. Property or securities received or held by a trust company in any
fiduciary capacity shall be a special deposit in the trust company, and
the accounts thereof shall be kept separate from each other and separate
from the company's individual business. The property or securities held
in trust shall not be mingled with the investments of the capital stock
or other property belonging to the trust company or be liable for the
debts or obligations thereof. For the purpose of this section, the
corporation shall have a trust department, in which all business
authorized by subsection 2 of section 362.105 is kept separate and
distinct from its general business.

9. The accounts, securities and all records of any trust company relating
to a trust committed to it shall be open for the inspection of all
persons interested in the trust.

10. When any trust company organized pursuant to the laws of this state
shall have been appointed personal representative of the estate of any
deceased person, or guardian, trustee, receiver, assignee, or in any
other fiduciary capacity, in the manner provided by law for appointment
to any such office, and if the trust company has heretofore merged or
consolidated with or shall hereafter merge or consolidate with any other
trust company organized pursuant to the laws of this state, then, at the
option of the first mentioned company, and upon the filing by it, with
the court having jurisdiction of the estate being administered, of a
certificate of the merger or consolidation, together with a statement
that the other trust company is to thereafter administer the estate held
by it and an acceptance by the latter trust company of the trust to be
administered, the certificate, statement and acceptance to be executed by
the president or vice president of the respective companies and to have
affixed thereto the corporate seals of the respective companies, attested
by the secretary thereof, and further upon the approval of the court and
the giving of such bond as may be required, all the rights, privileges,
title and interest in and to all property of whatsoever kind, whether
real, personal or mixed, and things in action belonging to the trust
estate, and every right, privilege or asset of conceivable value or
benefit then existing which would inure to the estate under an unmerged
or consolidated existence of the first mentioned company, shall be fully
and finally and without right of reversion transferred to and vested in
the corporation into which it is merged or with which it is consolidated,
without further act or deed, and the last mentioned corporation shall
have and hold the same in its own right as fully as the same was
possessed and held by the corporation from which it was, by operation of
the provisions of this section, transferred, and the corporation shall
succeed to all the relations, obligations and liabilities, and shall
execute and perform all the trusts and obligations devolving upon it, in
the same manner as though it had itself assumed the relation or trust.

11. Notwithstanding any other provisions of law to the contrary, a bank,
trust company or affiliate thereof, when acting as a trustee, investment
advisor, custodian, or otherwise in a fiduciary capacity with respect to
the investment and reinvestment of assets may invest and reinvest the
assets, subject to the standards contained in section 456.520, RSMo, in
the securities of any open-end or closed-end management investment
company or investment trust registered pursuant to the federal Investment
Company Act of 1940 as amended (15 U.S.C. Sections 80a-1, et seq.)
(collectively, "mutual funds"). Such investment and reinvestment of
assets may be made notwithstanding that such bank, trust company, or
affiliate provides services to the investment company or trust as
investment advisor, sponsor, distributor, custodian, transfer agent,
registrar, or otherwise, and receives reasonable remuneration for such
services. Such bank or trust company or affiliate thereof is entitled to
receive fiduciary fees with respect to such assets. For such services the
bank or trust company or affiliate thereof shall be entitled only to the
normal fiduciary fee but neither a bank, trust company nor affiliate
shall be required to reduce or waive its compensation for services
provided in connection with the investment and management of assets
because the fiduciary invests, reinvests or retains assets in a mutual
fund. The provisions of this subsection apply to any trust, advisory,
custody or other fiduciary relationship established before or after
August 28, 1999, unless the governing instrument refers to this section
and provides otherwise.

12. As used in this section, the term "trust company" applies to any
state or national bank or trust company qualified to act as fiduciary in
this state. (L. 1967 p. 445, A.L. 1972 S.B. 410, A.L. 1983 S.B. 44 & 45,
A.L. 1991 S.B. 15, A.L. 1993 H.B. 105 & 480, A.L. 1995 H.B. 63, et al.
merged with S.B. 178, A.L. 1999 S.B. 386)

(Source: RSMo 1959 § 363.200)

The directors of any state or national bank or trust company
qualified to act as fiduciary in this state may from time to time set
apart, as a trust guaranty fund, such portion of the profits as they may
consider expedient. The fund shall be invested in such securities only as
are legal for the investment of trust funds. The accounts of this fund
shall be kept in the trust department. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.210)

1. The trust guaranty fund shall be absolutely pledged for the
faithful performance by the bank or trust company of its duties and
undertakings under the provisions of subsection 2 of section 362.105, and
shall be applied to make good any default in the performance, and the
pledge and liability shall not in any way relieve the stock and general
funds of the bank or trust company, but creditors under the subdivisions
shall have an equal claim with other creditors upon the capital and other
property of the bank or trust company in addition to the security hereby
given, and in addition to the deposit made with the finance director
under the provisions of section 362.590.

2. No portion of the trust guaranty fund shall be transferred to the
general capital while the bank or trust company has undertakings of the
kinds mentioned in subsection 2 of section 362.105, for whose performance
bonds are required from individuals, outstanding and uncompleted, but
income therefrom, if not required at any dividend time to make good such
undertakings, may be added to and disposed of with the general income of
the bank or trust company. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.220)

No person holding stock in the corporation as personal
representative, conservator, or trustee, and no person holding this stock
as collateral security shall be personally subject to any liability as
stockholder in the corporation; but the person pledging the stock shall
be considered as holding the same, and shall be liable as stockholder
accordingly. And the estate and funds in the hands of the personal
representatives, conservators, or trustees shall be liable in like manner
and to the same extent as the testator or intestate, or the protectee or
person interested in the trust fund would have been if he had been living
and competent to act and hold in his own name. (L. 1967 p. 445, A.L. 1983
S.B. 44 & 45)

(Source: RSMo 1959 § 363.240)

1. Any state or national bank or trust company qualified to act
as fiduciary in this state may establish common trust funds for the
purpose of furnishing investments to itself as fiduciary, or to itself
and others as cofiduciaries, or to other banks and trust companies acting
as fiduciaries or cofiduciaries. Funds may be invested in such common
trust fund only if the investment is not prohibited by the instrument,
judgment, decree, or order creating the fiduciary relationships, and if,
in the case of cofiduciaries, the banks or trust companies procure the
consent of their cofiduciaries to the investment.

2. This section shall apply to fiduciary relationships now in existence
or hereafter established. (L. 1967 p. 445, A.L. 1977 S.B. 250)

(Source: RSMo 1959 § 363.225)

(1967) Only a bank acting as fiduciary or cofiduciary is eligible to
invest trust funds in a common trust fund maintained by the bank, and
these funds cannot be transferred or assigned to another person. Leith v.
Mercantile Trust Company National Association (A.), 423 S.W.2d 75.

Any state or national bank or trust company qualified to act as
fiduciary in this state shall be permitted to qualify as guardian,
executor, administrator, assignee, receiver, trustee, or in any fiduciary
capacity, by appointment of any court, or under will, or depositary of
money in court, without giving bond as such, and become sole guarantor or
surety in or upon any bond required by law to be given in any proceeding
in law or equity in any of the courts of this state or other states or of
the United States, any other statute to the contrary notwithstanding. (L.
1967 p. 445, A.L. 1971 S.B. 171, A.L. 1977 S.B. 420)

(Source: RSMo 1959 § 363.700)

CROSS REFERENCE: Bonds of political subdivisions lawful security, when,
RSMo 108.290

(1951) Trust company may be appointed and qualify as executor in
accordance with will without complying with this section. State ex rel.
v. Stahlhuth, 362 Mo. 67, 239 S.W.2d 515.

1. The term "out-of-state bank or trust company", as used in
this section, shall mean:

(1) Any bank or trust company now or hereafter organized under the laws
of any state of the United States other than Missouri; and

(2) Any national banking association or any thrift institution under the
jurisdiction of the office of thrift supervision having its principal
place of business in any state of the United States other than Missouri.

2. Except as provided in subsection 6 of this section, any out-of- state
bank or trust company may act in this state as trustee, executor,
administrator, guardian, or in any other like fiduciary capacity, without
the necessity of complying with any law of this state relating to the
licensing of foreign banking corporations by the director of finance or
relating to the qualifications of foreign corporations to do business in
this state, and notwithstanding any prohibition, limitation or
restriction contained in any other law of this state, provided only that:

(1) The out-of-state bank or trust company is authorized to act in this
fiduciary capacity or capacities in the state in which it is
incorporated, or, if the out-of-state bank or trust company be a national
banking association, or a thrift institution, it is authorized to act in
this fiduciary capacity or capacities in the state in which it has its
principal place of business; and

(2) Any bank or other corporation organized under the laws of this state
or a national banking association or thrift institution having its
principal place of business in this state may act in these fiduciary
capacities in that state without further showing or qualification, other
than that it is authorized to act in these fiduciary capacities in this
state, compliance with minimum capital, bonding, or securities pledge
requirements applicable to all banks and trust companies doing business
in that state, and compliance with any law of that state concerning
service of process:

(a) Which may require the appointment of an official or other person for
the receipt of process; or

(b) Which contains provisions to the effect that any bank or trust
company which is not incorporated under the laws of that state, or if a
national bank or thrift institution then which does not have its
principal place of business in that state, acting in that state in a
fiduciary capacity pursuant to provisions of law making it eligible to do
so, shall be deemed to have appointed an official of that state to be its
true and lawful attorney upon whom may be served all legal process in any
action or proceeding against it relating to or growing out of any trust,
estate or matter in respect of which the entity has acted or is acting in
that state in this fiduciary capacity, and that the acceptance of or
engagement in that state in any acts in this fiduciary capacity shall be*
deemed its agreement that the process against it, which is so served,
shall be of the same legal force and validity as though served upon it
personally, or which contains any substantially similar provisions.

3. Any out-of-state bank or trust company eligible to act in any
fiduciary capacity in this state pursuant to the provisions of this
section may so act whether or not a resident of this state be acting with
it in this capacity, may use its corporate name in connection with such
activity in this state, and may be appointed to act in this fiduciary
capacity by any court having jurisdiction in the premises, all
notwithstanding any provision of law to the contrary. Nothing in this
section contained shall be construed to prohibit or make unlawful any
activity in this state by a bank or trust company which is not
incorporated under the laws of this state, or if a national bank or
thrift institution then which does not have its principal place of
business in this state, which would be lawful in the absence of this
section.

4. Except as provided in subsection 6 of this section, prior to the time
when any out-of-state bank or trust company acts pursuant to the
authority of this section in any fiduciary capacity or capacities in this
state, the out-of-state bank or trust company shall file with the
director of finance a written application for a certificate of
reciprocity and the director of finance shall issue the certificate to
the out-of-state bank or trust company. The application shall state:

(1) The correct corporate name of the out-of-state bank or trust company;

(2) The name of the state under the laws of which it is incorporated, or
if the out-of-state bank or trust company is a national banking
association or thrift institution shall state that fact;

(3) The address of its principal business office;

(4) In what fiduciary capacity or capacities it desires to act, in the
state of Missouri;

(5) That it is authorized to act in a similar fiduciary capacity or
capacities in the state in which it is incorporated, or, if it is a
national banking association, in which it has its principal place of
business;

(6) That the application shall constitute the irrevocable appointment of
the director of finance of Missouri as its true and lawful attorney to
receive service of all legal process in any action or proceeding against
it relating to or growing out of any trust, estate or matter in respect
of which the out-of-state bank or trust company may act in this state in
the fiduciary capacity pursuant to the certificate of reciprocity applied
for;

(7) Unless the out-of-state bank or trust company verifies to the
director of the division of finance that it satisfies capital
requirements equal to the new charter requirement for a Missouri trust
company or that it maintains a bond for the faithful performance of all
its fiduciary activities equivalent to the Missouri capital requirements,
the director may require the applicant to submit a bond issued by a
surety company authorized to do business in the state of Missouri in the
minimum amount of one million dollars in a form or such greater amount
acceptable to the director of the division of finance. The surety bond
shall secure the faithful performance of the fiduciary obligations of the
out-of-state bank or trust company in Missouri.

The application shall be verified by an officer of the out-of-state bank
or trust company, and there shall be filed with it such certificates of
public officials and copies of documents certified by public officials as
may be necessary to show that the out-of-state bank or trust company is
authorized to act in a fiduciary capacity or capacities similar to those
in which it desires to act in the state of Missouri, in the state in
which it is incorporated, or, if it is a national banking association in
which it has its principal place of business. The director of finance
shall, thereupon, if the out-of-state bank or trust company is one which
may act in the fiduciary capacity or capacities as provided in subsection
2 of this section, issue to the entity a certificate of reciprocity,
retaining a duplicate thereof together with the application and
accompanying documents in his or her office. The certificate of
reciprocity shall recite and certify that the out-of-state bank or trust
company is eligible to act in this state pursuant to this section and
shall recite the fiduciary capacity or capacities in which the
out-of-state bank or trust company is eligible so to act.

5. A certificate of reciprocity issued to any out-of-state bank or trust
company shall remain in effect until the out-of-state bank or trust
company shall cease to be entitled under subsection 2 of this section to
act in this state in the fiduciary capacity or capacities covered by the
certificate, and thereafter until revoked by the director of finance. If
at any time the out-of-state bank or trust company shall cease to be
entitled under subsection 2 of this section to act in this state in the
fiduciary capacity or capacities covered by the certificate, the director
of finance shall revoke the certificate and give written notice of the
revocation to the out-of-state bank or trust company. No revocation of
any certificate of reciprocity shall affect the right of the out-of-state
bank or trust company to continue to act in this state in a fiduciary
capacity in estates or matters in which it has theretofore begun to act
in a fiduciary capacity pursuant to the certificate.

6. An** out-of-state bank or trust company shall not establish or
maintain in this state a place of business, branch office or agency for
the conduct in this state of business as a fiduciary unless:

(1) The out-of-state bank or trust company is under the control of a
Missouri bank or a Missouri bank holding company, as these terms are
defined in section 362.925***, and the out-of-state bank or trust company
has complied with the requirements relating to the qualifications of out-
of-state bank or trust company to do business in this state;

(2) The out-of-state bank or trust company is a bank, trust company or
national banking association in good standing that possesses fiduciary
powers from its chartering authority and is the surviving corporation to
a merger or consolidation with a national banking association located in
Missouri or a Missouri bank or trust company. The provisions of this
subdivision are enacted to implement subsection 2 of this section and
section 362.610, and the provisions of Title 12, U.S.C. 36(f)(2) of the
National Bank Act; or

(3) The out-of-state bank or trust company is a state-chartered bank,
savings and loan association, trust company, national banking
association, or thrift institution in good standing that possesses
fiduciary powers and has received a certificate of reciprocity, in which
case it may only open a trust representative office in Missouri which is
not otherwise a branch of such out-of-state bank or trust company,
provided a bank, savings and loan association or trust company chartered
under the laws of Missouri and a national bank or thrift institution with
its principal location in Missouri, all with fiduciary powers, are
permitted to open and operate a trust representative office under the
same or less restrictive conditions in the state in which the
out-of-state bank or trust company is organized or has its principal
office.

7. An out-of-state bank or trust company, insofar as it acts in a
fiduciary capacity in this state pursuant to the provisions of this
section, shall not be deemed to be transacting business in this state, if
the out-of-state bank or trust company does not establish or maintain in
this state a place of business, branch office, or agency for the conduct
in this state of business as a fiduciary.

8. Every out-of-state bank or trust company to which a certificate of
reciprocity shall have been issued shall be deemed to have appointed the
director of finance to be its true and lawful attorney upon whom may be
served all legal process in any action or proceeding against it relating
to or growing out of any trust, estate or matter in respect of which the
out- of-state bank or trust company acts in this state in any fiduciary
capacity pursuant to the certificate of reciprocity. Service of the
process shall be made by delivering a copy of the summons or other
process, with a copy of the petition when service of the copy is required
by law, to the director of finance or to any person in his or her office
authorized by him to receive the service. The director of finance shall
immediately forward the process, together with the copy of the petition,
if any, to the out-of- state bank or trust company, by registered mail,
addressed to it at the address on file with the director, or if there be
none on file then at its last known address. The director of finance
shall keep a permanent record in his or her office showing for all
process served, the style of the action or proceeding, the court in which
it was brought, the name and title of the officer serving the process,
the day and hour of service, and the day of mailing by registered mail to
the out-of-state bank or trust company and the address to which mailed.
In case the process is issued by a court, the same may be directed to and
served by any officer authorized to serve process in the city or county
where the director of finance shall have his or her office, at least
fifteen days before the return thereof. (L. 1967 p. 445, A.L. 1978 H.B.
1634, A.L. 1988 H.B. 1092, A.L. 1998 H.B. 1571, A.L. 2000 S.B. 896, A.L.
2004 H.B. 1511, A.L. 2005 H.B. 707)

(Source: RSMo 1959 § 363.705)

*Word "be" was omitted in original rolls.

**Word "A" appears in original rolls.

***Section 362.925 was repealed by S.B. 386 in 1999.

Any bank, banks, trust company or trust companies, organized
pursuant to the laws of this state, may be merged in any other such bank
or trust company, or may be consolidated with any other such bank, banks,
trust company or trust companies, to form a consolidated corporation
pursuant to this chapter, on compliance with the provisions of sections
362.610 to 362.810; except that the consolidated corporation shall not be
a bank unless one of the parties to the consolidation or merger was a
bank, or upon compliance with the provisions of section 362.118, and the
consolidated corporation shall not be a trust company unless one of the
parties to the consolidation or merger was a trust company, or upon
compliance with the provisions of section 362.117. Since federal law
permits out-of-state banks to merge with a national bank headquartered in
Missouri, any out-of-state bank or trust company may be merged or
consolidated with any Missouri bank or trust company, and any Missouri
bank or trust company may merge or consolidate with any out-of-state bank
or trust company, upon compliance with the provisions of section 362.077.
(L. 1967 p. 445, A.L. 1997 H.B. 257, A.L. 1999 S.B. 386)

(Source: RSMo 1959 § 363.770)

If the agreement provides for a consolidation, then the
agreement shall set out:

(1) The terms and conditions of the consolidation and the method of
carrying same into effect;

(2) The name of the proposed corporation which may be the name in whole
or in part of any one or more of the corporations which are parties to
the agreement;

(3) The name of the city or town and county in this state in which the
consolidated corporation is to be located;

(4) The amount of the capital stock of the corporation;

(5) The number of shares into which it is divided and the par value
thereof;

(6) That the shares have been subscribed by the persons named therein as
the first board of directors as trustees for each of the stockholders of
the contracting corporations, and that all of the capital stock has been
paid up either in lawful money of the United States, or by the capital
stock, surplus and undivided profits of the corporations which are
parties to the agreement; provided, that the part of the capital of the
consolidated corporation as is paid by the capital, surplus or undivided
profits of either one or more of the contracting corporations shall be
received only for the amount which may be approved by the director
therefor;

(7) That the custody of all such cash and property has been placed in the
care and control of the persons named as the first board of directors;

(8) The number of directors and the names and addresses of the directors
chosen for the consolidated corporation, and that they may adopt new
bylaws for the consolidated company;

(9) The purpose for which the corporation is formed which shall be
limited to the purposes as then prescribed by law for trust companies or
banks, as the case may be, under this chapter;

(10) The duration of the corporation as may be then permitted by law;

(11) Such other provisions as may be necessary or proper to fully set out
the rights of the respective contracting corporations, their stockholders
and creditors and the plan of such consolidation. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.800)

If the agreement provides for a merger, then it shall set out:

(1) The names of the companies thereto;

(2) The terms and conditions of the merger, and the mode of carrying same
into effect;

(3) The corporate name of the receiving bank or trust company under the
merger; the name may be the name in whole or in part of any bank or trust
company which is a party to the merger;

(4) The names of the persons who shall constitute the board of directors
of the receiving company, after the merger is accomplished, provided that
the number and the qualifications of the directors shall be in accordance
with the provisions of this chapter relating to the number and
qualifications of directors of banks and trust companies. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.790)

Each bank and trust company which is to be a party to the merger
or to the consolidation shall, upon being first authorized by its board
of directors by the affirmative vote of a majority of all the members of
the board, enter into an agreement with the other banks and trust
companies which are to be parties to the merger or to the consolidation
providing for the merger or the consolidation on the terms and conditions
therein set out. The agreement shall be in writing, and executed and
acknowledged under the respective seals of the banks and trust companies
as are parties thereto. The execution and acknowledgment shall be in such
form as now or hereafter required by law for execution and acknowledgment
of instruments conveying real estate. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.780)

A copy of the minutes of the proceedings of the respective
boards, and a copy of the agreement certified and verified by the
respective cashiers and secretaries of the banks and trust companies
wherein the proceedings are had, shall be presumptive evidence of the
action of the respective boards. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.810)

A copy of the agreement so executed and the certified and
verified copies of the proceedings of the respective boards of directors
shall be submitted in duplicate to the finance director for his approval,
and he shall have full power and authority to approve or disapprove the
same; provided, that in case the director shall disapprove the agreements
so submitted, the banks and trust companies which are parties thereto may
submit another plan for a merger or a consolidation under the provisions
of this chapter. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.820)

The approval or disapproval by the finance director shall be
certified by him in writing to each bank and trust company which is a
party to the merger or such consolidation within thirty days after the
date of submission of the agreement to him. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.830)

1. In case of approval by the finance director, the agreement,
except as provided in subsection 3 of this section, shall within sixty
days after the date of the approval be submitted to the stockholders of
each bank and trust company which is a party to the merger or
consolidation.

2. The meeting of the stockholders of each bank and trust company for the
purpose shall be called upon notice given as provided in section 362.044.

3. In the event that the director of the division of finance determines
that one of the banks which is a party to the merger is in imminent
danger of failing and that the merger is necessary to prevent such
failure, or that one of the banks which is a party to the merger was
formed to take over assets and liabilities of a failed bank, or that the
parties to the merger are wholly owned by a bank holding company, he or
she shall issue an order to such effect and the merger shall take effect
immediately upon the issuance of his or her order approving the merger.
In such a case, the agreement of merger, along with a copy of the order
of the director of the division of finance approving the merger, shall be
filed in the public records of the division of finance. No stockholders'
meeting need be held but any stockholder of either bank shall be entitled
to exercise the right of a dissenting stockholder pursuant to section
362.730. (L. 1967 p. 445, A.L. 1983 H.B. 565, A.L. 1986 H.B. 1195, A.L.
1999 S.B. 386, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.840)

At the time and place fixed by the notice each of the banks and
trust companies shall respectively hold a meeting of their respective
stockholders for the purpose of considering the agreement, and if the
stockholders of each of the banks and trust companies respectively shall
at their respective meetings vote two-thirds of the stock of their
respective banks and trust companies in favor of the agreement, then the
agreement shall be valid and binding upon the banks and trust companies.
(L. 1967 p. 445)

(Source: RSMo 1959 § 363.850)

1. If the agreement is so approved and ratified by the
stockholders of each of the respective banks and trust companies, then in
case the agreement provides for a merger, a copy of the minutes of the
respective stockholders' meetings at which the agreement is approved,
with a copy of the agreement and the director's approval thereof, all
certified and verified by the respective secretaries of the meetings,
shall be filed in the public records of the division of finance, and a
like copy of the minutes, agreement and approval shall be filed with the
cashier or secretary of each of the banks and trust companies which are
parties to the agreement.

2. Upon the filing for record of the copies as herein required to be
filed, the agreement and merger shall become effective according to its
terms. (L. 1967 p. 445, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.860)

1. If the agreement is approved and ratified by the stockholders
of the respective banks and trust companies, then in case the agreement
provides for a consolidation of the banks and trust companies which are
parties thereto, a copy of the minutes of the proceedings of the
respective stockholders' meetings at which the agreement is approved,
with a copy of the agreement and the finance director's approval thereof,
all certified and verified by the respective secretaries of the meetings,
shall be filed in the public records of the division of finance and a
like copy of the minutes, agreement and approval shall be filed with the
cashier or secretary of each of the banks and trust companies party to
the agreement.

2. Upon the filing in the public records of the division of finance of a
copy of the agreement with the approval of the director, and the
proceedings above prescribed, the agreement for the consolidation of the
banks and trust companies which are parties thereto shall take effect
according to its terms and the consolidation shall thereupon be complete;
provided, the legal fees for the incorporation of the consolidated banks
or trust companies are paid to the director, the same as if a new
corporation were organized for the same amount of capital authorized for
the consolidated company. (L. 1967 p. 445, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.870)

The receiving bank or trust company under the merger, or the
consolidated corporation, may require the return of the original
certificate held by each stockholder in either of the merging
corporations or in either of the consolidating corporations, unless the
certificate or certificates have been lost or destroyed, and shall cancel
the original certificates and issue in lieu thereof new certificate or
certificates for such number of its own shares as the stockholders may be
entitled to receive under the agreement providing for the merger or for
the consolidation and according to the terms and conditions contained in
the agreement for the merger or consolidation; provided, that if the
original certificate or certificates are lost or destroyed, then, before
issuance of new certificate or certificates in lieu thereof, the loss or
destruction shall be proved by affidavit or otherwise to the satisfaction
of the board of directors of the receiving or consolidated corporation,
and indemnity satisfactory to the board shall be given. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.880)

1. If any merger or consolidation takes effect pursuant to the
provisions of sections 362.610 to 362.810, or in the event of a reverse
stock split pursuant to the provisions of section 362.325 which results
in the elimination of the stock ownership of a holder, then the holder of
any stock, with or without voting rights, of any corporation which is a
party to the agreement in case of merger or consolidation, or of a
corporation which has effected a reverse stock split, who dissents by not
voting in favor of the agreement to merge or consolidate at the
stockholders' meeting aforesaid or for the reverse stock split shall be
entitled to receive from the surviving corporation the reasonable value
of his or her stock at the time of the merger, consolidation or reverse
stock split, which value shall be determined in the following manner:

(1) Within sixty days after the taking effect of the merger,
consolidation or reverse stock split, the dissenting stockholder may
apply to the circuit court of the county wherein the principal place of
business of the surviving corporation is located, by petition for the
appointment of appraisers to value his or her stock in existence at the
time of the merger, consolidation or reverse stock split;

(2) At any time during the above-named sixty days any other dissenting
stockholder or stockholders meeting the requirements of this subsection
may file his or her or their petition in the court wherein the proceeding
is pending for the determination of the value of their respective shares
of stock affected by the merger, consolidation or reverse stock split;

(3) Any stockholder who does not become a party to such proceeding within
the time herein prescribed shall be conclusively presumed to have
assented to the merger or consolidation and shall be bound thereby as
fully and as firmly as if he or she had voted therefor. The remedy
provided pursuant to the provisions of this section shall be the
exclusive remedy for any dissenting shareholder unless fraud is involved.

2. Within five days after the expiration of the period of sixty days, the
court wherein the proceeding is pending shall issue an order in which it
shall fix the time and place of the hearing under the petition or
petitions then pending, which shall not be more than twenty days after
the issuance of the order. The court shall cause to be served upon each
party, or his or her attorney of record, at least ten days before the
hearing, a copy of the order fixing the time and place of hearing. The
hearing shall be before the court, and at the hearing the court shall
cause all petitions filed in the cause to be consolidated, and if the
court finds that each of the parties to the proceedings has been notified
of the time and place of hearing at least ten days before the hearing,
then the court shall appoint three disinterested persons whom the court
determines are qualified to appraise bank stock, not related to either of
the parties to the proceeding, as appraisers to ascertain and determine
the value of the shares of stock of the dissenting stockholders, and upon
the appointment, the court shall fix the time and place of the first
meeting of the appraisers; each of the appraisers shall qualify by taking
and subscribing an oath that he or she will faithfully and impartially
discharge the duties imposed upon him and will render a true appraisement
of the value of the stock of the dissenting stockholders in the
proceeding. Should any appraiser fail to qualify or serve, the court
shall, by an order duly entered, fill such vacancy. (L. 1967 p. 445, A.L.
1978 H.B. 1634, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.890)

(1997) After the statutory period for requesting valuation has expired, a
conclusive presumption exists that the shareholder has assented to the
merger. Thornton v. Empire Bank, 955 S.W.2d 249 (Mo.App.S.D.).

1. The appraisers so appointed and qualified shall meet at the
time and place so designated by the court or judge, and shall proceed to
ascertain and determine the reasonable cash value of the shares of stock
of the respective dissenting stockholders at the time of the merger or
consolidation. For this purpose each of the appraisers may administer
oaths and the appraisers may hear testimony offered by any party to the
proceeding. At the conclusion of the hearing the appraisers shall
forthwith determine the value of the shares of stock of each of the
dissenting stockholders to the proceeding which shall not be less than
the current book value of said stock. The concurrence of at least two of
the appraisers shall be necessary to constitute a finding by the
appraisers. The report of the appraisers shall be in writing, signed and
acknowledged by at least two of them, and filed with the clerk of the
court in which the proceeding is pending, together with their qualifying
affidavits. The court may fix the compensation to be awarded appraisers,
which compensation shall be taxed as costs in the case. The clerk of the
court shall, upon the filing of the award or finding by the appraisers,
notify each of the parties or their attorneys of record of the filing of
the report.

2. To determine the reasonable value of the stock at the time of the
merger, consolidation or reverse stock split, such appraisers shall value
such stock to include consideration of a minority discount to reflect
that these minority shareholders' lack of control over corporate decision
making and a marketability discount to reflect the fact that a ready
market does not exist for such stock, except as otherwise provided in
this section. (L. 1967 p. 445, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.900)

Within twenty days after the filing of the appraisal, exceptions
in writing may be filed thereto by any party interested. If exceptions
are so filed the court shall review the appraisal and may order, on good
cause shown, a new appraisal by other appraisers, or the court may hear
evidence touching matters in controversy and take an accounting to
ascertain and determine the value of the shares and may make the order
that justice, equity and right require. If no exceptions are filed to the
report of the appraisers, the court shall enter final judgment approving
the report. If any of the orders herein provided for are made in
vacation, the vacation orders shall be considered and confirmed by the
court. In its judgment the court shall ascertain and determine the value
of the shares of stock of the merging bank, banks, trust company or trust
companies, of the consolidating banks or trust companies, or of the bank
or trust company in a reverse stock split at the time of the merger,
consolidation or reverse stock split. When the receiving bank or trust
company under the merger, the consolidated bank or trust company under
the consolidation or the bank or trust company in a reverse stock split
has paid the value of the stock as determined by the court, the stock
shall be surrendered and the stockholder shall cease to have any interest
in the stock or in the corporate property of the corporation and the
corporation shall not hold such stock as treasury stock. (L. 1967 p. 445,
A.L. 2000 S.B. 896)

(Source: RSMo Supp. 1965 § 363.910)

The cost of the proceedings to determine the value of stock, as
above provided for, up to and including the filing of the report of the
appraisers, shall be paid by the receiving or consolidated bank or trust
company, and the court shall make and enter such orders and judgments as
to subsequent costs as to the court may seem just and proper in the
premises. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.920)

The corporate existence of the merging corporation or
corporations shall be merged into that of receiving bank or trust
company, or in the event of consolidation the corporate existence of the
consolidating companies shall be merged into that of the consolidated
bank or trust company; and all and singular the rights, privileges and
franchises, and the rights, title and interest in and to all property of
whatsoever kind, whether real, personal or mixed, and things in action,
and every right, privilege, interest or asset of conceivable value or
benefit then existing to which any of the corporations so merging or
consolidating shall be entitled at law or in equity shall be fully and
finally and without any right of reversion transferred to and vested in
the receiving bank or trust company in case of merger or in the
consolidated bank or trust company in case of a consolidation, without
further act or deed, and the receiving corporation or the consolidated
corporation shall have and hold the same in its own corporate right as
fully as the same was possessed and held by either of the merging or
consolidating corporations from which the rights were, by operation of
the provisions of sections 362.610 to 362.810, transferred. (L. 1967 p.
445)

(Source: RSMo 1959 § 363.930)

1. If the receiver corporation or the consolidated corporation
is to have fiduciary powers, the receiving corporation under merger or
the new corporation under consolidation shall become, without further act
or deed, the successor of the merging or of the consolidating corporation
in any and all fiduciary capacities in which the merging or consolidating
corporation may be acting at the time of the merger or consolidation, and
shall be liable to all beneficiaries as fully as if the receiving or
consolidating corporations had continued their separate corporate
existence.

2. All and singular the rights and privileges and the right, title and
interest in and to all property of whatsoever kind, whether real,
personal or mixed, and things in action, and every right, privilege,
interest or asset of conceivable value or benefit then existing to which
either of the corporations so merging or consolidating shall be entitled
at law or in equity in any fiduciary capacity shall fully and finally,
and without any right of reversion, be transferred to and vested in the
receiving or consolidated corporation, without further act or deed; and
the receiving or consolidated corporation shall have and hold the same as
fully and in the same fiduciary capacity and for the same purposes, and
with the same powers, duties, responsibilities and discretion, as the
same were possessed and held by the merging or consolidating corporations
from which they were, by operation of the provisions of sections 362.610
to 362.810, transferred; except that if the receiving corporation or the
consolidated corporation is to be a bank having no fiduciary powers, all
right, title and interest to any property held by one of the parties to
the merger or consolidation in a fiduciary capacity shall be transferred
to the successor trustee as provided in section 362.118. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.940)

The rights, obligations and relations of either of the merged
corporations or of the consolidating corporations, in respect to any
person, creditor, depositor, trustee or beneficiary of any trust, shall
remain unimpaired, and the receiving corporation or the consolidated
corporation shall, when the merger or consolidation becomes effective, as
in this chapter provided, succeed to all such relations, obligations,
trust, powers and liabilities and shall execute and perform all duties in
relation thereto in the same manner as though it had itself assumed or
been clothed with the relation, trust or power, or had itself incurred
the obligation or liability; and the liabilities and obligations to
creditors of any of the merged corporations, or of any of the
consolidating corporations, shall not be impaired by the merger or
consolidation; nor shall any obligation or liability of any stockholder
in any corporation which is a party to the merger or consolidation be
affected by the merger or consolidation, but the obligations and
liabilities shall continue as fully and to the same extent as existed
before the merger or consolidation; except that if the receiving
corporation or the consolidated corporation is to be a bank having no
fiduciary powers, the rights, obligations and relations of any trust
company which is party to the merger or consolidation with respect to any
trustee or beneficiary of any trust shall be turned over to a successor
trustee as provided in section 362.118. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.950)

A pending action or other judicial proceeding to which any
corporation that is so merged or so consolidated is a party shall not be
deemed to have abated or to have discontinued by reason of the merger or
consolidation, but may be prosecuted to final judgment, order or decree
in the same manner as if the merger or consolidation had not been made;
or the receiving corporation or the consolidated corporation may be
substituted as a party to the action or proceeding, and any judgment,
order or decree may be rendered for or against it that might have been
rendered for or against the other corporation if the merger or
consolidation had not occurred. (L. 1967 p. 445)

(Source: RSMo 1959 § 363.960)

If any bank having fiduciary powers or any trust company which
merges with or shall have merged with another, or if any bank having
fiduciary powers or any trust company which consolidates with or shall
have consolidated with another or other bank or trust companies to form a
consolidated bank having fiduciary power or a consolidated trust company
shall be nominated and appointed or shall have been nominated or
appointed as personal representative, conservator, agent or trustee or in
any other trust relation or fiduciary capacity in any will, trust
agreement, trust conveyance or any other conveyance or instrument
whatsoever prior to the merger or consolidation, even though the will,
trust agreement, trust conveyance, or other conveyance or instrument
shall not become operative or effective until after the merger or
consolidation becomes effective, the office, trust relationship,
fiduciary capacity and all of the rights, powers, privileges, duties,
discretions and responsibilities, so provided to devolve upon, vest in,
or inure to the corporation so nominated or appointed, shall fully and in
every respect devolve upon, vest in and inure to and be exercised by the
bank or trust company formed by any consolidation to which the bank or
trust company so designated shall have been a party, whether there be one
or more successive mergers or consolidations. (L. 1967 p. 445, A.L. 1983
S.B. 44 & 45)

(Source: RSMo 1959 § 363.970)

1. No person, acting directly, indirectly, or through or in
concert with one or more other persons, shall directly or indirectly
acquire control of any trust company or any company that controls a trust
company unless the director of the division of finance has been given
sixty days prior written notice of the proposed acquisition and within
that period the division of finance has not issued a notice disapproving
the proposed acquisition. This section shall not apply to any trust
company that accepts deposits nor to any trust company which is owned or
controlled by a bank holding company as that term is defined in section
362.910.

2. The director of the division of finance may require persons seeking to
acquire control of such a trust company to submit such information as he
shall deem necessary. The director of the division of finance may
disapprove any acquisition upon determining that:

(1) The competence, experience or integrity of any acquiring person or of
any of the proposed management personnel indicates that it would not be
in the interest of the customers of the trust company or in the interest
of the public to permit such person to control the trust company;

(2) The financial condition of any acquiring person is such as might
jeopardize the financial stability of the trust company or prejudice the
interests of its trust customers; or

(3) The acquiring person fails or refuses to furnish the information
requested by the division of finance. (L. 1993 H.B. 231 § 1)

All of the provisions of chapter 362, RSMo 1959 and RSMo 1965
Supplement, whether or not repealed and reenacted by sections 361.010 to
362.810 shall, after October 13, 1967, apply equally to banks and trust
companies, unless otherwise clearly indicated by words or context. The
provisions formerly found in chapter 363, RSMo 1959 and RSMo 1965
Supplement, which are reenacted herein as part of chapter 362, or which
are combined with similar provisions in chapter 362, so far as they are
the same as those of the prior law, shall be construed as a continuation
of such law and not as a new enactment. Where appropriate the words "this
chapter" as used in sections 361.010 to 362.810 and as used in the
sections of chapter 362 which are not repealed and reenacted by sections
361.010 to 362.810, extend to and include the provisions of chapter 363
prior to its repeal herein. (L. 1967 p. 445 § B)

As used in sections 362.910 to 362.940, unless the context
clearly indicates otherwise, the following terms mean:

(1) "Bank", any bank, trust company or national banking association which
accepts demand deposits and makes loans, and which has its principal
banking house in Missouri and a branch of any bank, trust company or
national banking association which accepts demand deposits and which has
a physical presence in Missouri, other than a branch located outside of
Missouri;

(2) "Bank holding company", any company which has control over any bank
or over any company that is a bank holding company;

(3) "Company", any corporation, partnership, business trust, association,
or similar organization, or any other trust unless by its terms it must
terminate within twenty-five years or not later than twenty-one years and
ten months after the death of individuals living on the effective date of
the trust, but shall not include any corporation the majority of the
shares of which are owned by the United States or by any state;

(4) "Control", a company has control over a bank, trust company, or
company if:

(a) The company directly or indirectly or acting through one or more
other persons owns, controls, or has power to vote twenty-five percent or
more of any class of voting securities of the bank or company;

(b) The company controls in any manner the election of a majority of the
directors or trustees of the bank or company; or

(c) The company directly or indirectly exercises a controlling influence
over the management or policies of the bank or company;

(d) Provided, however, no company shall be deemed to have control over a
bank or a company by virtue of its ownership or control of shares
acquired by it in connection with its underwriting of securities and
which are held only for such period of time as will permit the sale
thereof upon a reasonable basis, or which is formed for the sole purpose
of participating in a proxy solicitation, or which acquires ownership or
control of shares in securing or collecting a debt previously contracted
in good faith, until two years after the date of acquisition, or which
acquires ownership or control of shares in a fiduciary capacity. For the
purpose of sections 362.910 to 362.940, bank shares shall not be deemed
to have been acquired in a fiduciary capacity if the acquiring bank or
company in its capacity as trustee of a trust has sole discretionary
authority to exercise voting rights with reference thereto; except that
this limitation is applicable in the case of a bank or company which
acquired such shares prior to December 31, 1970, only if the bank or
company had the right consistent with its obligations under the
instrument, agreement, or other arrangement establishing the trust
relationship to divest itself of such voting rights and failed to
exercise that right to divest prior to December 31, 1971;

(5) "Director" or "director of finance", the director of the division of
finance of the department of economic development;

(6) "Trust holding company", any company which has control over any trust
company or over any company that is a trust holding company. (L. 1974
H.B. 1798 § 1 subsec. 1, A.L. 1986 S.B. 442, A.L. 1995 H.B. 63, et al.,
A.L. 2003 H.B. 221 merged with S.B. 346)

It is unlawful for any bank holding company to obtain control of
any bank or depository financial institution if the total deposits in
such bank or institution together with the total deposits in all banks
and depository financial institutions in Missouri controlled by the bank
holding company exceed thirteen percent of the total deposits in all
depository financial institutions in the state, determined as of December
thirty-first of the most recent year for which totals are available,
preceding the date the bank holding company files an application with the
division of finance as required by sections 362.910 to 362.940. For the
purposes of this section, "depository financial institution" shall mean
any financial institution which accepts deposits and which may protect
its customers' funds by insurance through an agency of the federal
government. In computing the total bank deposits in all banks controlled
by the bank holding company and the bank which the holding company seeks
to acquire, there shall be deducted from total deposits, certificates of
deposit in the face amount of one hundred thousand dollars or more,
deposits from sources outside the United States, and deposits of banks
other than banks controlled by the bank holding company. (L. 1974 H.B.
1798 § 1 subsec. 2, A.L. 1988 S.B. 768, A.L. 1997 H.B. 257)

1. A bank holding company which seeks to acquire control of a
bank or a bank holding company shall file with the division of finance a
copy of any application which the bank holding company is required to
file with the Board of Governors of the Federal Reserve System, together
with such supplemental data as will enable the director of finance to
determine if the acquisition is lawful under the provisions of section
362.915. The director of finance shall, within thirty days after
receiving the application, issue his order declaring the acquisition to
be lawful or unlawful under the provisions of section 362.915. The order
of the director shall be the final administrative decision which may be
appealed in the circuit court of the county of proper venue within thirty
days after the mailing or delivery of notice of the director's order, by
any party aggrieved by the order.

2. The director shall also determine if the proposed acquisition of a
bank by a bank holding company is consistent with the interests of
promoting and maintaining a sound banking system and sound trust
companies, the security of deposits and depositors and other customers,
the preservation of the liquid position of banks and in the interest of
preventing injurious credit expansions and contractions. If the director
determines that the proposed acquisition is not consistent with those
objectives, he shall, within thirty days of receipt of the application,
communicate his objections to the proposed acquisition to the Board of
Governors of the Federal Reserve System.

3. The provisions of section 362.915 and subsections 1 and 2 of this
section shall not apply in the case of the acquisition of a bank or bank
holding company acquired at the request of the director of finance, the
Federal Deposit Insurance Corporation or the Board of Governors of the
Federal Reserve System in order to prevent the imminent failure of a
bank. (L. 1974 H.B. 1798 § 1 subsecs. 3, 4, A.L. 1978 H.B. 1634)

Effective 1-2-79

1. The director of the division of finance may enter into
cooperative and reciprocal agreements with the federal reserve banks for
periodic examination of bank holding companies on a joint or alternating
basis, but, except in extraordinary situations, no such agreements may be
concluded which would result in a bank holding company being examined
more frequently than once every twelve months. The director may accept
reports of examination and other exchanges of information from such
agencies in lieu of conducting his own examinations and compiling his own
reports, and may provide reports of examination and other information to
such agencies.

2. A trust holding company or a company formed to be a trust holding
company, as hereinafter described, is a new business entity under
Missouri law and is not subject to federal reserve examination. The
director of the division of finance shall contract with the parties that
charter such entity to obtain safety and soundness authority as a
condition for such entity's acquisition of a trust company. To simplify
such process:

(1) A trust holding company or a company formed to be a trust holding
company which seeks to acquire control of any nondepositary trust company
shall file an application with the division of finance;

(2) The director shall determine if the proposed acquisition of a
nondepositary trust company by a trust holding company is consistent with
the interests of promoting and maintaining sound trust companies;

(3) The director may issue an order approving or disapproving the
proposed acquisition of a nondepositary trust company by a trust holding
company and may present, enforce, advocate, or defend the order in any
judicial or administrative proceeding; and

(4) The director may examine and investigate any trust holding company as
appropriate or necessary to carry out the director's duties. The director
may enter into cooperative and reciprocal agreements with federal and
state regulatory authorities appropriate to such functions and may share
reports and information or pursue joint actions or concurrent
jurisdiction with federal and state regulatory authorities. (L. 1986 H.B.
1195, A.L. 2003 H.B. 221 merged with S.B. 346)

Any court of competent jurisdiction may enjoin violations of
subsection 1 of section 362.920. Any bank adversely affected by any such
violation, any banking organization having statewide membership, and the
director of finance shall have standing to sue in any such action. (L.
1974 H.B. 1798 § 1 subsec. 7, A.L. 1999 S.B. 386)

The director of finance shall administer and carry out the
provisions of sections 362.910 to 362.940 and may issue such regulations
and orders as may be necessary to discharge this duty and to prevent
evasion of subsection 1 of section 362.920. (L. 1974 H.B. 1798 § 1
subsec. 8, A.L. 2001 H.B. 738 merged with S.B. 186)

Nothing contained in sections 362.910 to 362.940 shall be
interpreted or construed as approving any act, action, or conduct which
is or has been or may be in violation of any existing law, nor shall
anything herein contained constitute a defense to any action, suit, or
proceeding pending or hereafter instituted on account of any prohibited
antitrust or monopolistic act, action, or conduct. (L. 1974 H.B. 1798 § 1
subsec. 9)

Effective 1-1-75

1. As used in this section, unless the context clearly indicates
otherwise, the following terms shall mean:

(1) "Affiliate", shall have the meaning given the term by section 23A of
the Federal Reserve Act (12 U.S.C. section 371c), as amended;

(2) "Bank", any bank, trust company, or national banking association
which accepts deposits and makes loans, and which has its principal
banking house outside of the state of Missouri;

(3) "Bank holding company", any company which has control, as determined
by the provisions of subdivision (4) of section 362.910, over any bank or
over any company that is a bank holding company;

(4) "Engage in the banking business", a company shall be deemed to engage
in the banking business if it accepts deposits and makes loans in
Missouri.

2. In the event that any bank holding company or bank is permitted, by
operation of federal or state law, to engage directly or through an
affiliate in the banking business in this state, the director may enter
into cooperative and reciprocal agreements with the Federal Reserve Bank
or with the bank regulatory authorities of any state or states in which
such bank holding company or bank is organized or based for the periodic
examination of bank holding companies, banks, and affiliates affected,
and may accept reports of examination and other exchanges of information
from such authorities in lieu of conducting his own examinations and
compiling his own reports, and may provide reports of examination and
other information to such authorities. The director may enter into joint
actions with other regulatory bodies having concurrent jurisdiction or
may enter into such actions independently to carry out his
responsibilities of assuring compliance with the laws of this state. (L.
1986 H.B. 1195)

Effective 5-15-86

1. Notwithstanding any other law to the contrary, any bank or
trust company is authorized to conduct at the main banking house or any
branch of such bank or trust company any one or more of the following
transactions if so authorized by such affiliated entity:

(1) Receiving deposits from, or renewing deposits of, customers of such
affiliated entity;

(2) Cashing or issuing checks, drafts or money orders for the account of
customers of such affiliated entity;

(3) Closing and servicing loans and receiving loan payments and other
payments due from customers of such affiliated entity.

2. Any bank or trust company intending to conduct or to authorize an
affiliated entity to conduct any such transactions shall provide not less
than thirty days' prior written notice thereof to the director of the
division of finance.

3. For purposes of this section, the term "affiliated entity" means any
bank or trust company of which at least eighty percent of the voting
stock is owned or otherwise controlled, directly or indirectly, by a bank
holding company, any individual or a group of individuals, or any other
legal entity which also owns or otherwise controls, directly or
indirectly, eighty percent of the voting stock of the bank or trust
company conducting any such transactions.

4. Any bank or trust company may enter into an agreement with one or more
out-of-state banks, trust companies, or both banks and trust companies,
as a principal, agent, or both principal and agent, for the transactions
authorized in this section. The provisions of this subsection are enacted
to authorize state chartered banks and trust companies the same
interstate agency authority that a national banking association is
provided in Title I, Section 101, of the Reigle-Neal Interstate Banking
and Branching Efficiency Act of 1994, Public Law 103-328. (L. 1992 S.B.
688 § 4, A.L. 1995 S.B. 215)

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