Missouri Statute | Act | Code |Business And Financial Institutions| US Code - US Statute | Chapter 369 Savings And Loan Associations

Sections 369.010 to 369.369 may be cited as the "Savings and
Loan Law". (L. 1945 p. 1578 § 2, A. 1949 H.B. 2090, A.L. 1971 S.B. 3 § A)

As used in this chapter, unless the context clearly requires a
different meaning, the following words and terms shall have the meanings
indicated:

(1) "Account", the monetary interest of the owner thereof in the deposit
capital of an association and consists of the withdrawal value of such
interest;

(2) "Agency", a place of business other than the home office or a branch
office at which an agent of the association transacts authorized business
of the association;

(3) "Association", a savings and loan association or a savings
association subject to the provisions of this chapter;

(4) "Branch", a place of business other than the home office at which is
transacted authorized business of the association;

(5) "Capital", the capital stock and any other capital contributions in a
capital stock association;

(6) "Capital stock", shares of nonwithdrawable capital issued by a
capital stock association which may be issued as permitted under chapter
351, RSMo;

(7) "Capital stock association", an association which issues capital
stock;

(8) "Commission", the state savings and loan commission;

(9) "County" includes the city of St. Louis;

(10) "Deposit capital", the aggregate of deposits in accounts plus
earnings credited thereto less lawful deductions therefrom;

(11) "Director of the division of finance", the chief officer of the
division of finance;

(12) "Earnings", that part of the net income of an association which is
payable to or credited to the owners of accounts. Earnings do not include
capital stock, dividends paid or payable on capital stock or other
distributions thereon. Earnings also may be referred to as interest;

(13) "Federal association" or "federal savings association", an
association chartered by the Office of Thrift Supervision or any
successor thereto as provided in section 5 of the Home Owners Loan Act of
1933, as amended;

(14) "Foreign association", any association or federal association with
its principal office located outside Missouri;

(15) "Foreign holding company", any company or corporation authorized or
existing under the laws of any jurisdiction or authority other than
Missouri which directly or indirectly controls a foreign association;

(16) "Home office", the location named in the articles of incorporation
or the new location in place thereof approved by the director of the
division of finance. If no location is named in the articles of
incorporation, the association shall file with the director of the
division of finance the location of its home office;

(17) "Impaired condition", the inability of an association to pay its
debts as they become due in the usual course of its business;

(18) "Insured association", an association the accounts of which are
insured, fully or in part, as provided in this chapter;

(19) "Liquid assets", cash on hand and on deposit with banks including
federal home loan banks and such other assets as may be so designated
from time to time by the director of the division of finance;

(20) "Member", a person owning an account of a mutual association or a
person borrowing from or assuming or obligated upon or owning property
securing a loan held by a mutual association;

(21) "Mutual association", an association not having capital stock;

(22) "Office", any place at which business of the association is
conducted on a regular and continuing basis;

(23) "Person", any individual, corporation, entity, voting trust,
business trust, partnership, association, syndicate, or organized group
of persons whether incorporated or not;

(24) "Security instrument", mortgage, deed of trust, or other instrument
in which real or personal property is security for a debt;

(25) "Stockholder", a person owning capital stock of a capital stock
association;

(26) "Withdrawal value", the amount deposited in an account in an
association plus earnings credited thereto less lawful deductions
therefrom. (L. 1971 S.B. 3 § 2, A.L. 1982 S.B. 464, A.L. 1986 S.B. 730,
A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Any five or more individuals, hereinafter referred to as
incorporators, who are residents of this state may form an association to
promote thrift and home financing. Any such association may be a mutual
association or a capital stock association and shall have all the rights,
powers, and privileges set out in sections 369.010 to 369.369, and shall
be subject to all the restrictions, liabilities, and required approvals
as provided in sections 369.010 to 369.369.

2. The incorporators shall file a petition for a certificate of
incorporation, in such form as may be required, with the director of the
division of finance. The petition shall be signed by the incorporators
and shall be acknowledged before an officer competent to take
acknowledgments of deeds. Two copies of the proposed articles of
incorporation, two copies of the proposed bylaws and the incorporation
fee of five cents per one hundred dollars of the capital of a mutual
association or of the authorized capital stock of a capital stock
association shall accompany each petition.

3. The petition shall set forth:

(1) The names and addresses of the incorporators, the initial
stockholders, if any, and the directors, with a statement of their
character, experience, and general fitness to engage in the savings and
loan business;

(2) An itemized statement of the estimated receipts and expenditures of
the proposed association for the first year or such longer period as the
director of the division of finance in the director's discretion may
require; and

(3) A showing that there is a necessity for the proposed association in
the area to be served by it.

4. The articles of incorporation shall set forth:

(1) The name of the proposed association;

(2) The address at which such association is to be located;

(3) If a mutual association, the amount of the initial account
subscriptions to be paid in before commencing business, or, if a stock
association, the amount to be paid in for its capital stock, which shall
not be less than the amounts stated in section 369.034;

(4) The duration of its existence which shall be perpetual;

(5) The purposes of the proposed association;

(6) The number of directors which shall be not more than fifteen nor less
than five;

(7) The names of the incorporators to be its directors until the first
annual meeting; and

(8) Any other provisions, not inconsistent with law, which the
incorporators may choose to insert.

5. The incorporators shall submit with their petition such additional
statements, exhibits, maps and other data as the director of the division
of finance may require, all of which shall be sufficiently detailed and
comprehensive to enable the director of the division of finance to pass
upon the petition as to the criteria set out in section 369.024. (L. 1971
S.B. 3 § 3, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Upon receipt of a petition for certificate of incorporation,
the director of the division of finance shall, based upon the petition
and all supporting information and upon such independent investigation
and examination as the director may make, either refuse the petition or
tentatively approve it. The petition shall be refused if the director of
the division of finance finds that the proposed association is to be
formed for any other than legitimate savings and loan purposes, or that
the character and general fitness of the incorporators, or of the initial
stockholders, if any, are not such as to command public confidence, or
that the proposed directors and officers are not such as to tend to the
success of the proposed association, or that the public convenience and
advantage will not be promoted by its establishment, or that there is no
public need for, or the volume of business in the location is
insufficient to justify, another association. The refusal shall be in
writing with the reasons therefor stated and shall be sent by registered
mail to the chairman of incorporators.

2. If the director of the division of finance tentatively approves the
petition, the director shall give written notice to each association and
each federal association with an office in the county or in a county
adjoining the county in which the proposed association is to be located,
stating the name of the proposed association, where it proposes to
establish the principal office of the association and that a petition for
certificate of incorporation has been approved tentatively. Any
association entitled to receive notice may within thirty days from the
date of mailing of the notice make written protest to the director of the
division of finance against the granting of the petition for
incorporation. If no protest is filed within that time, the director of
the division of finance shall make a final decision upon the petition
either denying or granting the petition and notice thereof shall be sent
by registered mail to the chairman of incorporators.

3. If a protest is filed, the director of the division of finance shall,
if requested, and may on the director's own motion, conduct a hearing not
less than ten nor more than thirty days following the end of the time for
protest. Upon application of any party for good cause, or upon the
director of the division of finance's own motion, the date of the hearing
may be postponed. Notice shall be given stating the time and place of the
hearing to the chairman of incorporators and to each protesting party.
Any interested person may appear at the hearing in person or by counsel
and offer any relevant evidence. Following the hearing the director of
the division of finance shall deny or grant the petition and give written
notice of the director's decision to all interested parties.

4. The petition shall not be granted, either with or without the hearing
provided for in this section, except upon affirmative findings from all
the evidence that the requirements of sections 369.010 to 369.369 have
been complied with and that:

(1) The persons named in the petition are citizens of the United States
of good character and responsibility; and

(2) There is a necessity for the proposed association in the area to be
served by it; and

(3) There is a reasonable probability of usefulness and success of the
proposed association; and

(4) The proposed association can be established without undue injury to
any properly conducted association or federal association.

5. The director of the division of finance may, either with or without
the hearing provided for in this section, and the savings and loan
commission may upon an appeal from the ruling of the director of the
division of finance, require as a condition of approving the petition
that the proposed association obtain a firm commitment for insurance of
its accounts from the Federal Deposit Insurance Corporation or any
successor thereto or from any agency of this state insuring savings
accounts or from any other insurer approved by the director of the
division of finance.

6. If the petition is approved, the director of the division of finance
shall, upon receipt of the sworn statement of the chairman of
incorporators that the initial savings accounts and the expense fund
provided for in sections 369.010 to 369.369 have been paid in full in
cash, or, if a capital stock association, all subscriptions for capital
stock have been paid in full, certify the approval of the petition in
writing to the secretary of state and deliver to the secretary of state
the incorporation fee and two copies of the articles of incorporation.
From the time of such approval, the association shall be subject to all
provisions of sections 369.010 to 369.369 and to supervision and control
by the director of the division of finance. The secretary of state shall
thereupon issue the certificate of incorporation. (L. 1971 S.B. 3 § 4,
A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

The corporate existence of an association shall begin on the
date the secretary of state issues the certificate of incorporation of
the association, and such existence shall be perpetual unless terminated
in accordance with the provisions of sections 369.010 to 369.369. (L.
1971 S.B. 3 § 5)

1. The incorporators shall appoint one of their number as
chairman. The incorporators of a mutual association, before a certificate
of incorporation is issued, shall pay in cash to the chairman, as the
initial accounts of the proposed association, an amount, fixed as follows
in relation to the population of the city, or the largest city in the
county, in which the home office of the association is to be located:

(1) In a county having no city in excess of ten thousand population, the
minimum sum of one hundred thousand dollars;

(2) In a city not in excess, or a county having no city in excess, of one
hundred thousand population, the minimum sum of three hundred thousand
dollars;

(3) In all other cities or counties, the minimum sum of five hundred
thousand dollars; but the director of the division of finance may, in the
director's discretion, require a larger amount to be paid in. The
population shall be determined by the director of the division of finance
based upon the latest federal census.

2. The initial stockholders of a capital stock association, before a
certificate of incorporation is issued, shall pay in cash to the chairman
of the incorporators a minimum amount in subscriptions for capital stock
determined and fixed by the director of the division of finance.

3. The chairman of the incorporators shall be bonded by a fidelity
insurance company licensed to do business in this state, in the form
approved by the director of the division of finance, ensuring proper
application of all funds and in an amount equal to the amount subscribed
by the incorporators plus the expense fund or the paid-in surplus. The
bond shall name the director of the division of finance as obligee and
shall be delivered to the director and shall be in such form as to permit
suit thereon by any interested person. (L. 1971 S.B. 3 § 6, A.L. 1982
S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. The incorporators of a mutual association shall also create
an expense fund in an amount not less than one-half of the amount of
initial accounts required by section 369.034 from which the expense of
organizing the association and its operating expenses may be paid until
such time as its net income is sufficient to pay such earnings as may be
declared. The incorporators, before a certificate of incorporation is
issued, shall pay to the chairman of the incorporators in cash the amount
of the expense fund. The amounts contributed to the expense fund shall
constitute loans to the association.

2. Contributions made to the expense fund may be repaid pro rata to the
contributors from the net income of the association after provision for
statutory reserves and payment of earnings on accounts. In case of the
liquidation of an association before contributions to the expense fund
have been repaid, any contributions to the expense fund remaining
unexpended shall be repaid to the contributors pro rata after payment of
all claims, including accounts, but before payment of reserves.
Contributors to the expense fund shall be paid interest on the amounts
contributed by them.

3. This section shall not apply to an association which has obtained a
firm commitment for insurance of its accounts from the Federal Deposit
Insurance Corporation or any successor thereof or from any other insurer
approved by the director of the division of finance. (L. 1971 S.B. 3 § 7,
A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Within thirty days after the corporate existence of an
association begins, or within such additional time as the director of the
division of finance may allow, the directors of the association shall
hold an organization meeting at which time they shall elect officers,
adopt the bylaws, and take such other action as is appropriate. The
bylaws may contain provisions for the regulation and management of the
affairs of the association not inconsistent with law or the articles of
incorporation. The board of directors may adopt, alter, amend and repeal
the bylaws subject to the power of the members of a mutual association or
stockholder of a capital stock association to change such action at any
meeting of members, but no change by the members or stockholders shall
affect any action taken prior thereto. The director of the division of
finance shall be notified of any amendment to the bylaws within ten days
after adoption by the board of directors and no amendment shall become
effective until approved by the director of the division of finance.
Failure to disapprove within twenty days shall constitute approval. (L.
1971 S.B. 3 § 8, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. The name of every association shall include either the words
"Savings Association", or "Savings and Loan Association", except for
associations domiciled in Missouri at the time sections 369.010 to
369.369 become law that use in their name "Building and Loan Association"
or "Loan and Building Association". No name shall be used which is likely
to mislead the public as to the character or purpose of the association
or which indicates it is authorized to perform an act or conduct any
business which is forbidden to it by law. The name of the association
shall not include the words, "National", "Federal", "United States",
"Insured", "Guaranteed", "Government", or "Official". The name of the
association shall not be the same as nor deceptively similar to that of
any other corporation authorized to transact business in this state,
except in the case of an association formed by the reincorporation,
reorganization, or consolidation of other associations, or upon the sale
of the property or business of an association.

2. Notwithstanding the provisions of sections 362.421 and 362.425, RSMo,
any association may amend its charter to change its name or in the case
of a new charter, may adopt a name, which includes the words "Savings
Bank", in lieu of the words "Savings and Loan Association" or "Savings
Association". For purposes of this chapter, the term "association" shall
include savings banks. The procedure for adopting the name "savings bank"
shall be as provided in section 369.059.

3. No person, firm, or corporation, either domestic or foreign, unless
authorized to do business in this state under the provisions of sections
369.010 to 369.369 shall do business under any name or title which
indicates or reasonably implies that the business is the character or
kind of business carried on or transacted by an association or which is
likely to lead any person to believe that the business is that of an
association. Upon application by the director of the division of finance
or any association, a court of competent jurisdiction may issue an
injunction to restrain any such entity from violating or continuing to
violate any of the foregoing provisions of this subsection. (L. 1971 S.B.
3 § 9, A.L. 1990 H.B. 1456, A.L. 1994 H.B. 1165)

Effective 7-6-94

Without the prior approval of the director of the division of
finance, as provided in sections 369.010 to 369.369, no association shall
establish any office other than its home office. An association may move
an office which has been operated at its present location two years not
more than one mile without approval of the director of the division of
finance. Any other office relocation shall be subject to such regulations
as the director of the division of finance may prescribe. An association
shall notify the director not less than sixty days, or in the case of
emergency, as early as circumstances permit, before closing a branch
office. (L. 1971 S.B. 3 § 10, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

Subject to the approval of the director of the division of
finance, every association may amend its articles of incorporation upon
the adoption of a resolution covering each amendment by the affirmative
votes of a majority of the members of a mutual association or a majority
of the stockholders of a capital stock association who are present in
person or by proxy at any annual or special meeting of the members or
stockholders. Each proposed amendment shall be filed with the director of
the division of finance not less than thirty days prior to the date of
such meeting. If the director of the division of finance finds that the
proposed amendment is in conformity with the law, the director shall
approve the amendment not less than fifteen days prior to the members'
meeting. The resolution or resolutions, certified by the president and
secretary of the association under its corporate seal as one instrument,
together with a fee of five dollars payable to the director of revenue,
shall be filed with the director of the division of finance in
quadruplicate, who shall file three copies thereof with the secretary of
state and forward the fee to the director of revenue, whereupon the
secretary of state shall issue in duplicate and return to the association
a certificate as to such amendment or amendments. (L. 1971 S.B. 3 § 11,
A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Any association which shall not commence business within six
months after the date upon which its corporate existence begins shall
forfeit its corporate existence, unless the director of the division of
finance, before the expiration of such six months' period, has approved
an extension of time within which it may commence business, upon a
written application stating the reasons for the delay. Upon such
forfeiture all action taken in connection with the incorporation of the
association except the payment of the incorporation fee shall become
void. Amounts paid on accounts and on the expense fund of a mutual
association and amounts paid on stock subscriptions of a capital stock
association, less proper expenditures, shall be returned pro rata to the
owners thereof. A certificate reciting the forfeiture shall be delivered
by the director of the division of finance to the secretary of state. (L.
1971 S.B. 3 § 12, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. At a meeting of the members of a mutual association or
stockholders of a capital stock association, any association may convert
itself into a federal savings association, hereinafter called a "federal
association", in accordance with the laws of the United States, upon a
vote of a majority of the votes of the members or of the stockholders
cast in person or by proxy at the meeting. The notice of the meeting
shall state that such action is to be considered at the meeting. A copy
of the minutes of the proceedings of the meeting of the members or
stockholders, verified by the affidavit of the secretary of the
association, shall be filed in the office of the director of the division
of finance within ten days after the meeting and shall be presumptive
evidence of the holding and action of the meeting. Within three months
after the date of the meeting, the association shall take the action
required by the laws of the United States for conversion into a federal
association. There shall be filed with the director of the division of
finance and with the secretary of state either a copy of the charter
issued to the federal association by the Office of Thrift Supervision or
any successor thereto or a certificate showing the organization of the
association as a federal association, certified by the secretary or
assistant secretary of the Office of Thrift Supervision or any successor
thereto. Failure to file any such instruments with either the director of
the division of finance or the secretary of state shall not affect the
validity of such conversion.

2. Any association granted such a charter by the Office of Thrift
Supervision or any successor thereto shall cease to be an association
under sections 369.010 to 369.369 and shall no longer be subject to the
supervision and control of the director of the division of finance, but
the corporate existence of the association shall not terminate, and the
federal association shall be deemed to be a continuation of the entity of
the association so converted and shall possess all the rights,
privileges, immunities and franchises, as well of a public as a private
nature of such association, and all property, real, personal and mixed,
and all debts due on whatever account, and all other choses in action,
and all and every other interest of or belonging to or due to the
association shall be taken and deemed transferred to and vested in the
federal association without further act or deed. The title to any real
estate, or any interest therein, under the laws of this state vested in
the association shall not revert or be in any way impaired by reason of
the conversion.

3. The federal association shall thenceforth be responsible and liable
for all the liabilities and obligations of the association, and any claim
existing or action or proceeding pending by or against the association
may be prosecuted to judgment as if the conversion had not taken place,
or the federal association may be substituted in its place. Neither the
rights of creditors nor any liens upon the property of the association
shall be impaired by the conversion. (L. 1971 S.B. 3 § 13, A.L. 1982 S.B.
464, A.L. 1994 H.B. 1165)

Effective 7-6-94

At a meeting of the members of a mutual association or of the
stockholders of a capital stock association, any federal association may
convert itself into an association under sections 369.010 to 369.369 upon
a vote of the majority of the votes of the members or of the stockholders
cast in person or by proxy at such meeting. Copies of the minutes of the
proceedings of the meeting of the members, verified by the affidavit of
the secretary of the federal association, shall be filed in the office of
the director of the division of finance and mailed to the Office of
Thrift Supervision or any successor thereto within ten days after the
meeting and shall be presumptive evidence of the holding and action of
the meeting. At the meeting the members or stockholders also shall elect
the persons to serve as directors of the association after conversion
takes place. The persons so designated as directors shall execute two
copies of articles of incorporation in form as required by sections
369.010 to 369.369, together with two copies of proposed bylaws, and
deliver them to the director of the division of finance. If the director
of the division of finance finds the articles of incorporation in proper
form, the director shall endorse thereon the statement, "This association
is a conversion from a federal association.", and forward both copies of
the articles of incorporation to the secretary of state who, thereupon,
shall issue a certificate of incorporation. The director of the division
of finance, by regulation, may provide for the procedure to be followed
in carrying out the conversion of a federal association into an
association under sections 369.010 to 369.369. All the provisions
regarding property and other rights contained in section 369.069 shall
apply in reverse manner to the conversion of a federal association into
an association subject to sections 369.010 to 369.369. The association
may continue to operate all branch offices and agencies. Neither the
rights of creditors nor any liens upon the property of the federal
association shall be impaired by the conversion. (L. 1971 S.B. 3 § 14,
A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Any mutual savings and loan association chartered under the
laws of this state may convert to and become a capital stock association
upon compliance with the provisions of this chapter.

2. The rules, general requirements, required provisions in a plan of
conversion, optional provisions in a plan of conversion, notices and
procedures to accomplish a conversion from mutual to capital stock form
of organization shall be as set forth from time to time in regulations of
the director of the division of finance promulgated in accordance with
the provisions of this chapter. The director of the division of finance
may adopt as the director's own the regulations of the Federal Deposit
Insurance Corporation or any successor thereto governing the conversion
of mutual insured associations to capital stock insured associations in
whole or in part, but no regulation of the director of the division of
finance shall contain any requirement or provision, the effect of which
is to prevent approval of the plan of conversion by the Federal Deposit
Insurance Corporation or any successor thereto. Such regulations shall
require the approval of the plan of conversion by the director of the
division of finance, by the Federal Deposit Insurance Corporation or any
successor thereto, by a majority of the board of directors of the
association and unless waived by the director of the division of finance
and the Federal Deposit Insurance Corporation or any successor thereto in
supervisory cases, at least the majority of the members of the
association present in person or by proxy at an annual meeting or at any
special meeting of the members.

3. Upon a finding by the director of the division of finance that the
conversion to capital stock association has been completed in accordance
with the requirements of this chapter and of the regulations, the
director of the division of finance shall issue to the association a
certificate of conversion, attaching as a part of such certificate a copy
of the plan of conversion. A certified copy of such certificate shall be
filed by the director of the division of finance with the secretary of
state and all amendments to the articles of incorporation contained in
the plan of conversion shall be effective.

4. Upon the issuance to the association of a certificate of conversion as
provided in subsections 1 to 3 of this section, the corporate existence
of such converting association shall not terminate, but such association
shall be a continuation of the entity so converted and all property of
the converted association, including its rights, titles, and interests in
and to all property of whatever kind, whether real, personal, or mixed,
things in action, and every right, privilege, interest, and asset of any
conceivable value or benefit then existing, or pertaining to it, or which
would inure to it, immediately, by operation of law and without any
conveyance or transfer and without any further act or deed, shall vest in
and remain the property of such converted association, and the same shall
have, hold, and enjoy the same in its own right as fully and to the same
extent as the same were possessed, held, and enjoyed by the converting
association, and such converted association, upon issuance of the
certificate of such conversion, shall continue to have and succeed to all
the rights, obligations and relations of the converting association. All
pending actions and other judicial proceedings to which the converting
association is a party shall not be abated or discontinued by reason of
such conversion, but may be prosecuted to final judgment, order, or
decree in the same manner as if such conversion had not been made. Any
judgment, order, or decree may be rendered for or against it which might
have been rendered for or against the converting association involved in
the proceedings. (L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B.
670 Revision, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. A mutual association may merge with another association or
federal mutual association in the manner provided in subsections 1 to 8
of this section. The board of directors of each association shall, by
resolution adopted by a majority vote of the members of each board,
approve a plan of merger setting forth:

(1) The names of the associations proposing to merge, and the name of the
association into which they propose to merge, which is herein designated
as "the surviving association";

(2) The terms and conditions of the proposed merger and the mode of
carrying it into effect;

(3) The manner and basis of converting the accounts of each merging
association into accounts of the surviving association;

(4) A statement of any changes in the articles of incorporation of the
surviving association to be effected by the merger;

(5) A statement of the contracts pertaining to the employment, or the
retention as consultant, of officers and directors of the merged
association; and

(6) Such other provisions with respect to the proposed merger as are
deemed necessary or desirable by the boards of directors.

2. Any two or more domestic mutual associations or one or more domestic
mutual associations and one or more federal associations may consolidate
into a new domestic association in the following manner: The board of
directors of each association shall, by resolution adopted by the
majority vote of the members of each board, approve a plan of
consolidation setting forth:

(1) The names of the associations proposing to consolidate, and the name
of the new association into which they propose to consolidate, which is
herein designated as "the new association";

(2) The terms and conditions of the proposed consolidation and the mode
of carrying it into effect;

(3) The manner and basis of converting the accounts of each association
into accounts of the new association;

(4) With respect to the new association, all of the statements required
to be set forth in articles of incorporation for associations organized
under sections 369.010 to 369.369;

(5) Such other provisions with respect to the proposed consolidation as
are deemed necessary or desirable by the boards of directors.

3. The plan of merger or the plan of consolidation is subject to approval
by the director of the division of finance as equitable to the members or
account holders of the associations and as not impairing the usefulness
and success of other properly conducted associations in the community.
The board of directors of each association, upon approving the plan of
merger or plan of consolidation, and upon receiving the approval of the
director of the division of finance, shall, by resolution, unless the
approval waives such requirement, direct that the plan be submitted to a
vote at a meeting of members, which may be either an annual or a special
meeting. The notice of such meeting, whether the meeting be an annual or
special meeting, shall state the place, day, hour and purpose of the
meeting, and where a copy of the plan of merger or plan of consolidation
may be examined.

4. At each such meeting a vote of the members entitled to vote in person
or by proxy shall be taken on the proposed plan of merger or
consolidation. The plan of merger or consolidation shall be approved upon
receiving the affirmative vote of a majority of the members present in
person or by proxy, of each of the associations.

5. Upon such approval, articles of merger or articles of consolidation
shall be executed in duplicate by each association by its president or a
vice president, and verified by such person, and the corporate seal of
each association shall be affixed thereto, attested by its secretary or
an assistant secretary, and shall set forth:

(1) The plan of merger or the plan of consolidation;

(2) As to each association, the number of votes present at the meeting in
person or by proxy;

(3) As to each association, the number of votes for and against such
plan, respectively.

6. Duplicate originals of the articles of merger or articles of
consolidation shall be delivered to the director of the division of
finance. If the director of the division of finance finds that the
articles conform to law, the director shall endorse the director's
approval thereon and deliver them to the secretary of state who shall,
when all required taxes or fees have been paid, file the same, keeping
one copy as a permanent record, and issue a certificate of merger or a
certificate of consolidation and a certified copy of such certificate, to
which the director shall affix the other copy of the articles.

7. Upon the issuance of the certificate of merger or the certificate of
consolidation by the secretary of state, the merger or consolidation
shall be effected.

8. The certificate of merger and certified copy thereof, with a copy of
the articles of merger affixed thereto by the secretary of state, or the
certificate of consolidation and certified copy thereof, with a copy of
the articles of consolidation affixed thereto by the secretary of state,
shall be delivered to the surviving association or new association, as
the case may be.

9. A capital stock association or federal capital stock association may
merge with another association by compliance with the provisions and
requirements of sections 351.410 to 351.458, RSMo, subject to receipt of
the approval of the director of the division of finance of the plan of
merger prior to submission of such plan of merger to a vote of the
stockholders of the respective associations. The criteria for approval
may be established by the director of the division of finance by
regulation who may waive the vote of the stockholders of any association
in supervisory cases.

10. A mutual association may merge with a capital stock association or a
federal capital stock association and a capital stock association may
merge with a mutual association or a federal mutual association. If the
surviving association is a mutual association, the merger procedures
shall be in compliance with the provisions and requirements of
subsections 1 to 8 of this section. If the surviving association is a
capital stock association, the merger procedures shall be in compliance
with the provisions and requirements of sections 351.410 to 351.458,
RSMo. Both classifications of merger are subject to the approval of the
director of the division of finance of the plan of merger. The criteria,
schedule and procedures for approval shall be established by the director
of the division of finance who may waive the vote of the members or
stockholders of any association in supervisory cases.

11. In connection with a merger or consolidation under this chapter, an
association may charter an interim association to facilitate a corporate
reorganization. A reorganizing association proposing to organize such an
interim association must file a petition for certificate of incorporation
of an interim association with the director of the division of finance
for approval.

(1) The director of the division of finance may exempt an interim
association from the sections of this chapter attendant to the chartering
of an association which would unduly restrain the reorganizing
association from timely consummation of the proposed reorganization.

(2) If the petition is approved, the director of the division of finance
shall certify the director's approval of the petition in writing to the
secretary of state along with the incorporation fee and two copies of the
articles of incorporation. The secretary of state shall thereupon issue
the certificate of incorporation.

(3) Criteria for approval, organization and operation of an interim
association may be established by the director of the division of finance
by regulation. (L. 1971 S.B. 3 § 15, A.L. 1982 S.B. 464, A.L. 1983 H.B.
570, A.L. 1984 S.B. 670 Revision, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

When the merger or consolidation becomes effective:

(1) The several associations parties to the plan of merger or
consolidation shall be a single association, which, in the case of a
merger, shall be that association designated in the plan of merger as the
surviving association, and, in the case of a consolidation, shall be the
new association provided for in the plan of consolidation;

(2) The separate existence of all associations parties to the plan of
merger or consolidation, except the surviving or new association, shall
cease;

(3) The surviving or new association shall have all rights, privileges,
immunities and powers and shall be subject to all the duties and
liabilities of an association organized under sections 369.010 to 369.369;

(4) The surviving or new association shall then possess all the rights,
privileges, immunities and franchises, as well of a public as of a
private nature, of each of the merging or consolidating associations;

(5) All property, real, personal and mixed, and all debts due on whatever
account, and all other choses in action, and all and every other
interest, of or belonging to or due to each of the associations so merged
or consolidated, shall be taken and deemed to be transferred to and
vested in such single association without further act or deed; and the
title to any real estate, or any interest therein, under the laws of this
state vested in any of such associations shall not revert or be in any
way impaired by reason of such merger or consolidation;

(6) The surviving or new association shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the
associations so merged or consolidated; and any claim existing or action
or proceeding pending by or against any of the associations may be
prosecuted to judgment as if the merger or consolidation had not taken
place, or the surviving or new association may be substituted in its
place, and neither the rights of creditors nor any liens upon the
property of any of the associations shall be impaired by the merger or
consolidation; and

(7) In the case of a merger, the articles of incorporation of the
surviving association shall be deemed to be amended to the extent, if
any, that changes in its articles are stated in the articles of merger;
and, in the case of a consolidation, the statements set forth in the
articles of consolidation and which are required or permitted to be set
forth in the articles of incorporation of associations organized under
sections 369.010 to 369.369 shall be deemed to be the articles of
incorporation of the new association. (L. 1971 S.B. 3 § 16)

1. A "savings and loan holding company" is an individual or
company which, directly or indirectly, or acting in concert with one or
more other persons, owns, controls, or holds with power to vote or holds
proxies to vote twenty-five percent or more of the outstanding voting
stock of any stock association or savings and loan holding company
located in this state; or controls in any manner, whether by the holding
of proxies or otherwise, the election of a majority of the directors of
any association or savings and loan holding company located in this
state. A "subsidiary" of an individual or company is any company not less
than ten percent of the shares of which are directly or indirectly
controlled by such individual or company.

2. Each savings and loan holding company and each subsidiary thereof
shall register with the director of the division of finance within sixty
days after becoming a savings and loan holding company. Following
registration, a savings and loan holding company organized under the laws
of this state, domiciled in this state or controlling an association
organized under the laws of this state, shall be subject to examination
by the division and file with the director such reports as may be
required by regulation.

3. A savings and loan holding company under this section may engage in
all activities as the director of the division of finance may by
regulation establish or by specific application permit.

4. A savings and loan holding company may acquire control of an
association or savings and loan holding company upon application to and
prior written approval of the director of the division of finance. The
application shall be in a form prescribed by the director and contain
such information as will enable the director of the division of finance
to determine if such acquisition is consistent with the interests of
maintaining a sound financial system and, further, that the proposed
acquisition does not afford a basis for supervisory objection. (L. 1983
H.B. 570 § 369.085, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Upon compliance with any applicable laws of the United States
and upon obtaining the approval of the director of finance, any
association or federal association as defined in section 369.014, having
its place of business in this state, may be converted pursuant to the
laws of this state into a bank or trust company located in this state, or
may be consolidated or merged with one or* more banks or trust companies
incorporated pursuant to the laws of this state under the charter of a
bank or trust company incorporated pursuant to the laws of this state.
The name of the resulting or surviving bank or trust company in the case
of conversion, consolidation or merger may be the name of a party to the
conversion, consolidation or merger, provided that in no case shall the
name contain the word national or federal or be the same as or
deceptively similar to the name of any bank or trust company incorporated
pursuant to 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 any federal association
certifying to the director that the laws of the United States relating to
the approval of stockholders and members 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 federal
association, provided that the rights of the dissenting shareholders of
the federal 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 association or federal association shall proceed as provided by
law for other individuals incorporating a bank or trust company pursuant
to 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
association or federal 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 be no 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 association or
federal 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
association or federal association, although, as to rights, powers and
duties, the proposed resulting institution is a bank or trust company
incorporated pursuant to the laws of the state of Missouri;

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

(d) The director may reject any such application upon a determination
that the treatment accorded the members of the converting association or
federal association is not fair and reasonable;

(2) If the director, as the result of an examination and investigation
made by the division of finance, 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, the director shall grant the charter. If the director is
not satisfied, the director shall forthwith give notice thereof to the
majority of the board of directors of the converting association or
federal 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 shall execute and deliver to the majority of the board of
directors of the converting association or federal association a
certificate declaring that the bank or trust company therein named has
been duly organized and is the institution resulting from the conversion
of the association or federal 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
association or federal association. The certificate shall be recorded in
the office of the recorder of deeds of the county or city in which the
resulting bank or trust company is located and the certificate so
recorded, or certified copies thereof, shall be taken in all the courts
of this state as evidence of the conversion of the association or federal
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 association or federal association;

(4) When the director of finance has given a certificate pursuant to this
section:

(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 if such an institution had originally been organized as a
bank or trust company pursuant to the laws of this state;

(b) All the rights, franchises and interests of the converting
association or federal association in and to every type 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 limited to,
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 association or federal association at the time of its
conversion into the resulting bank or trust company; provided that, its
corporate powers shall be limited to those granted to a bank or trust
company pursuant to the laws of this state, and further provided that the
association shall have a period of three years in which to divest itself
of any nonconforming assets.

4. In the case of consolidation or merger the same shall be consummated
by each federal association complying with the laws of the United States
relating to the consent of its shareholders or members, and also by each
association and each bank or trust company complying with the provisions
of the laws of this state relating to the consolidation or merger of
banks or trust companies, 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 federal association shall be determined
pursuant to the laws of the United States and the rights of the
dissenting shareholders of each association or bank or trust company
shall be determined as provided by the laws of this state in the case of
consolidation or merger of banks or trust companies. In the case of
consolidation or merger the resulting bank or trust company shall be
considered the same business and corporate entity as, and a continuation
of the corporate entity and identity of, each association or federal
association and each bank or trust company which is a party to the
consolidation or merger, and all provisions of sections 362.610 to
362.810, RSMo, shall apply in the case of any such consolidation or
merger even though one or more of the parties is an association or
federal association. (L. 1996 S.B. 683 § 1)

*Word "of" appears in original rolls.

1. Any association may, at any meeting of the members of a
mutual association or stockholders of a capital stock association,
determine to liquidate and dissolve in accordance with the provisions of
this section upon a two-thirds majority vote of all votes cast in person
or by proxy. The notice of the meeting shall state that dissolution will
be considered at the meeting.

2. Upon such vote, five copies of a certificate of liquidation, which
shall state the vote cast in favor of liquidation, shall be signed by the
president or vice president and attested by the secretary or assistant
secretary and acknowledged before an officer competent to take
acknowledgments of deeds. Five copies of the certificate shall be filed
with the director of the division of finance, who shall examine the
association, and, if the director finds that according to its financial
records it is not in an impaired condition, shall so note, together with
the director's approval of the liquidation, upon all the copies of the
certificate of liquidation. The director of the division of finance shall
place a copy in the permanent files of the director's office, file a copy
with the secretary of state, and return the remaining copies to the
parties filing the same.

3. Upon such approval, the association shall cease to carry on business
but nevertheless shall continue as a corporate entity for the sole
purpose of paying, satisfying, and discharging existing liabilities and
obligations, collecting and distributing assets, and doing all other acts
required to adjust, wind up and liquidate its business and affairs. If at
any time following the approval of the liquidation the director of the
division of finance finds that the liquidation is not in the public
interest or is being carried out for an improper purpose, the director
may take possession of the property, business and assets of the
association in which event all the provisions of sections 369.339,
369.344, and 369.349 shall apply.

4. The board of directors shall act as trustees for liquidation as
provided in this section. The board of directors shall proceed as quickly
as may be practicable to wind up the affairs of the association and, to
the extent necessary or expedient to that end, shall exercise all the
powers of the dissolved association and, without prejudice to the
generality of such authority, may fill vacancies, elect officers, carry
out the contracts, make new contracts, borrow money, mortgage or pledge
the property, sell its assets at public or private sale, or compromise
claims in favor of or against the association, apply assets to the
discharge of liabilities, after paying or adequately providing for the
payment of other liabilities distribute the remaining property to the
members of a mutual association and to the stockholders of a capital
stock association, and perform all acts necessary or expedient to the
winding up of the association. The expense fund, if any, shall be paid as
provided in section 369.039. All deeds or other instruments shall be in
the name of the association and executed by the president or a vice
president and the secretary or an assistant secretary.

5. The association, during the liquidation of the assets of the
association by the board of directors, shall continue to be subject to
the supervision of the director of the division of finance, and the board
of directors shall report the progress of the liquidation to the director
of the division of finance from time to time as the director may require.

6. (1) Any money due to but unclaimed by any person shall be deposited
with the state treasurer as provided in sections 447.500 to 447.585, RSMo.

(2) Upon the completion of the liquidation, the board of directors shall
file with the director of the division of finance a final report and
accounting of the liquidation. The approval of the report by the director
of the division of finance shall operate as a complete and final
discharge of the board of directors and each member thereof in connection
with the liquidation of the association. No liquidation or any action of
the board of directors in connection therewith shall impair any contract
right between the association and any borrower or other person or persons
or the vested rights of any member of the association. Upon approval of
the report and accounting, the director of the division of finance shall
issue to the secretary of state, in triplicate, certification that the
association has been liquidated and dissolved, its indebtedness paid, and
the net proceeds derived from liquidation distributed to its members or
stockholders. The secretary of state shall issue a certificate of
dissolution and the corporate existence of the association thereupon
shall end.

7. Any association may with the written approval of the director of the
division of finance transfer, sell, or exchange in bulk and not in the
regular and usual course of its business all or substantially all of its
assets, including its name and goodwill, to any other association or bank
and accept as consideration therefor cash and accounts, or either of
them, of the purchasing association or bank upon such terms as may be
determined by the vote of a majority of the boards of the purchasing
association or bank and of the selling association, and by the
affirmative vote of two- thirds of the votes cast by the members or
stockholders of the selling association present in person or by proxy at
any meeting. The notice of the meeting shall state that such action is to
be considered at the meeting. The action of the members shall include a
resolution to liquidate, and liquidation shall proceed as provided in
this section. If the name is sold, the purchasing association or bank
shall have the exclusive right to the use of or to change to such name
for a period of five years. The provisions of sections 369.010 to 369.369
concerning investments by associations do not apply to a transaction
under this section. For purposes of this section, the term "bank"
includes any bank or trust company subject to the provisions of chapter
362, RSMo, the deposits of which are insured by the Federal Deposit
Insurance Corporation or any successor thereto. (L. 1971 S.B. 3 § 17,
A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165, A.L. 1995 H.B. 63, et al.)

1. An annual meeting of the members of each mutual association
shall be held on a date fixed by the bylaws of the association or, if
none is so fixed, on the fourth Monday in March. A failure to hold the
annual meeting at the time so specified shall not work a forfeiture or
dissolution of the association. Special meetings may be called by the
board of directors, the president, or the secretary upon the written
request of members entitled to cast at least one-tenth of all the votes
which all members are entitled to cast at the particular meeting, or by
such other officers or persons as may be provided in the bylaws.

2. Notice of the annual meeting of members shall be published once not
less than ten days nor more than thirty days before the date of the
meeting in a newspaper published in the city or county where the
principal office of the association is located. Notice for any special
meeting shall be so published once not less than ten nor more than thirty
days before the date of the meeting. All notices shall state the place,
day and hour, and if a special meeting of members, the purpose of the
meeting. The purpose of an annual meeting need be stated in the notice
only to the extent required by other provisions of sections 369.010 to
369.369.

3. Each member shall have one vote plus an additional vote for each one
hundred dollars or fraction thereof of the withdrawal value of the
accounts of such member in excess of one hundred dollars. The association
may by its bylaws limit the number of votes to which any member may be
entitled.

4. Any number of the members present in person or by proxy at any meeting
shall constitute a quorum for the transaction of business. A majority of
all votes cast at any meeting of members shall determine any question
unless sections 369.010 to 369.369 specifically provide otherwise. A
proxy not limited as to duration shall continue in effect until revoked
in writing and in case of death or mental incapacity of the member until
notice thereof is received by the association in writing. Proxies shall
be filed with the secretary of the association not less than five days
before the meeting.

5. Accounts standing in the name of a fiduciary may be voted either in
person or by proxy of the fiduciary. A member whose account is pledged is
entitled to vote, in person or by proxy, until the account has been
transferred on the books of the association and thereafter the transferee
shall be entitled to vote in person or by proxy.

6. Except as provided in this chapter all meetings of the stockholders of
capital stock associations shall be held as prescribed and shall be
governed by the provisions of the general and business corporation law of
Missouri. (L. 1971 S.B. 3 § 18, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 &
45)

1. Every member and every stockholder may inspect such books and
records of an association as pertain to such person's loan or account.
Otherwise, the right of inspection and examination of the books and
records shall be limited to:

(1) The director of the division of finance or the director's duly
authorized representatives as provided in sections 369.010 to 369.369;

(2) Persons duly authorized to act for the association; and

(3) The Office of Thrift Supervision or any successor thereto, Federal
Deposit Insurance Corporation or any successor thereto, or other such
insurer of the accounts of the association, any federal home loan bank,
or savings and loan supervisory authorities located in other states in
which an association maintains an office.

2. The books and records pertaining to the accounts and loans of account
holders, borrowers, and stockholders shall be kept confidential by the
association, its directors, officers and employees, and by the director
of the division of finance, the director's examiners and representatives,
except where the disclosure thereof is authorized or directed by
subsection 1 of this section. No person shall be furnished or shall
possess a partial or complete list of the members except upon express
action and authority of the board of directors.

3. An association may report credit information concerning borrowers of
the association, and concerning borrowers whose loans the association is
servicing for others, to a consumer reporting agency, as defined by the
Fair Credit Reporting Act, Title VI of the Consumer Credit Protection Act
of 1968 as amended, and to other lenders in connection with a transaction
involving a borrower.

4. Stockholders in capital stock associations shall have the right to
examine as prescribed in section 351.215, RSMo, but no stockholder or
other person shall have the right to inspect the records of account
holders or borrowers other than such person's own account except as
provided in subsections 1 and 2 of this section. (L. 1971 S.B. 3 § 19,
A.L. 1982 S.B. 464, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

Every association shall publish annually, in accordance with
regulations promulgated by the director of the division of finance, in a
newspaper of general circulation in the county in which its home office
is located, and shall deliver to each member of a mutual association and
to each stockholder of a capital stock association upon application
therefor, a statement of its financial condition in the form prescribed
by the director of the division of finance. (L. 1971 S.B. 3 § 20, A.L.
1978 S.B. 795, A.L. 1982 S.B. 464, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Directors shall be elected by ballot of the members of a
mutual association or stockholders of a capital stock association for
terms of one or more, but not exceeding, three years, the number of
directors to be elected annually to be found by dividing the entire
number of directors by the number of years composing a term. The terms of
office of directors shall be fixed by the bylaws and each director shall
hold office for the term for which the director is elected or until the
director's successor is elected and qualified. In case of the death,
resignation, removal, or disqualification of one or more of the directors
of an association, or of an increase in the number of directors, a
majority of the then directors, though less than a quorum, may fill the
vacancies until the successor or successors are elected at a members' or
stockholders' meeting. 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. The board of
directors may remove a director if the director is adjudicated disabled
or incapacitated by a court, is a debtor in a bankruptcy proceeding, is
convicted of a felony, fails to fulfill any of the requirements for
holding office, or fails to attend regular meetings of the board for such
period as is established by the bylaws without having been excused by the
board.

2. The affairs of every savings association shall be managed and its
corporate powers exercised by a board of directors. All directors must be
at least twenty-one years of age and citizens of the United States. Each
director not a resident of Missouri shall by serving as a director
appoint the director of the division of finance as the nonresident
director's agent for service of process in any action connected with such
person's election or service as director. The bylaws may provide that no
person shall be eligible to election as a director of any mutual savings
association unless such person is the owner in good faith individually,
or jointly with the owner's spouse, of an account with a net withdrawal
value in the amount set in such bylaws and may establish other criteria
and requirements for election of a director not prohibited by the
provisions of this chapter. The bylaws may prescribe a maximum age beyond
which a person shall be ineligible for election to the board of directors
and may prescribe a mandatory retirement age of seventy-five years or
less for directors. The board of directors may establish the office of
director emeritus. Any such director emeritus may be compensated but
shall not be included in the number of directors authorized, or vote, or
be counted in determining a quorum, or be subject to the age limitation
of this subsection.

3. Redemption of a director's account in a mutual association shall not
affect such director's eligibility to act as a director for the term for
which the director was elected. No action of the board of directors shall
be invalidated because of participation of an ineligible director.

4. Directors and officers shall discharge the duties of their respective
positions in good faith and with that degree of diligence, care, and
skill which prudent men would exercise under similar circumstances in
like positions. In discharging their duties, directors and officers, when
acting in good faith, may rely upon financial statements of the savings
and loan association represented to them to be correct by the president
or officer of the savings association having charge of the books of
account, or stated in a written report by an independent public or
certified public accountant or firm of such accountants, fairly to
reflect the financial condition of the savings and loan association and
upon reports or audits required to be prepared by any state or federal
law or regulation or prepared in the ordinary course of business by an
officer or committee charged with the responsibility therefor, and the
directors and officers shall incur no liability in so doing. Nothing in
this section shall be deemed to require the directors to perform
functions vested in any committee, officer or other person pursuant to
provisions of sections 369.010 to 369.369.

5. The directors shall hold an annual meeting following the annual
meeting of the members of a mutual association or of the stockholders of
a capital stock association and such additional meetings as may be
prescribed in the bylaws. A majority of the board shall constitute a
quorum. The bylaws may provide for an executive committee and other
committees of directors and prescribe the authority and duties of such
committees.

6. If all of the directors severally or collectively consent in writing
to any action to be taken by the directors, such consent shall have the
same force and effect as a unanimous vote of the directors at a meeting
duly held, and may be stated as such in any certificate or document. The
secretary shall file such consents with the minutes of the meetings of
the board of directors. (L. 1971 S.B. 3 § 21, A.L. 1982 S.B. 464, A.L.
1983 S.B. 44 & 45, A.L. 1989 S.B. 40, A.L. 1990 H.B. 1788, A.L. 1994 H.B.
1165)

Effective 7-6-94

1. Every person appointed or elected to any position requiring
the receipt, payment, management or use of money belonging to any
association, or whose duties permit such person to have access to or
custody of any of its money or securities or whose duties permit such
person regularly to make entries in the books or other records of the
association, before assuming such person's duties shall become bonded by
some fidelity insurance company licensed to do business in this state.
The amount of each such bond shall be determined by the director of the
division of finance in accordance with a table of coverage prepared by
the director of the division of finance. The amount shall be modified
annually in accordance with the table of coverages, which modification
shall be made within ninety days following the close of the association's
fiscal year.

2. The bond to be issued by each fidelity insurance company shall be
substantially uniform, and the terms shall be approved by the director of
the division of finance. No modification of the terms shall be made by
any bond issuer without serving prior written notice on the director of
the division of finance setting forth the proposed changes. Upon receipt
of such notice, the director of the division of finance shall send copies
to all associations covered by such bonds and invite comments thereon.
The director of the division of finance may, in the director's
discretion, order a hearing to be held. The requested change shall become
effective within ninety days unless the director of the division of
finance shall issue an order denying the change.

3. In the event it appears to the director of the division of finance
that bonds in the nature of fidelity insurance as required by this
section are not available or are not available at premium rates which the
director of the division of finance deems reasonable, then the director
of the division of finance, upon a petition signed by twenty or more
associations covered by this chapter, may permit the establishment of a
reciprocal organization on such terms as the director of the division of
finance may require to provide bond coverage in the nature of fidelity
insurance, and any association covered by this chapter or any federal
association with its principal office in this state may become a member.
Such reciprocal organization, if established, shall render an annual
report to the director of the division of finance and shall be subject to
examination by the director of the division of finance. (L. 1971 S.B. 3 §
22, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Subject to the provisions of subsections 2 and 3 of this
section, any person shall be indemnified or reimbursed by the association
for reasonable expenses actually incurred by such person, including but
not limited to reasonable attorney fees, and for amounts actually paid on
account of compromise, settlement or discharge of any claim asserted or
any judgment or decree rendered against such person in connection with
any action, suit or proceeding, instituted or threatened, judicial or
administrative, civil or criminal, to which the person is made a party or
has otherwise become involved by reason of such person's being or having
been a director, officer or employee of the association.

2. Except as provided in subsection 3 of this section, no person shall be
so indemnified or reimbursed, nor shall the person retain any advancement
or allowance for indemnification which may have been made by the
association in advance of final disposition, in relation to such action,
suit or proceeding to the extent that it is determined by final
adjudication or otherwise, that the person is guilty of a breach of good
faith or has been negligent in the performance of such person's duties,
or has committed an act or failed to perform a duty for which there is a
common law or a statutory liability.

3. Notwithstanding the provisions of subsection 2 of this section, a
person may be so indemnified or reimbursed even though negligent or
having committed an act or failed to perform a duty for which there is a
common law or a statutory liability, if:

(1) The board of directors finds that the person acted in good faith and
in what he believed to be the best interests of the association and
approves the indemnification or reimbursement; and

(2) The director of the division of finance concurs in the findings of
the board set forth in subdivision (1) of this subsection, and approves
such indemnification or reimbursement.

4. Amounts paid to the association whether pursuant to judgment or
settlement by any person included in subsection 1 of this section shall
not be indemnified or reimbursed in any case.

5. The association at its cost may obtain insurance to protect it, its
directors, officers and employees against losses arising out of claims of
negligence or misconduct, both those for which the association may
indemnify a person under this section and those for which no
indemnification may be made. Such insurance policy shall be issued by an
insurance company licensed to do business in this state and shall be in
such form as approved by the director of the division of finance. No
modification of the terms shall be made by any insurance company without
serving prior written notice on the director of the division of finance
setting forth the proposed changes. Upon receipt of such notice, the
director of the division of finance shall send copies to all associations
covered by such policies and invite comments thereon. The director of the
division of finance may, in the director's discretion, order a hearing to
be held. The requested change shall become effective within ninety days
unless the director of the division of finance shall issue an order
denying the change.

6. In the event it appears to the director of the division of finance
that such directors', officers' and employees' liability insurance
policies are not available or are not available at premium rates which
the director of the division of finance deems reasonable, then the
director of the division of finance, upon a petition signed by twenty or
more associations covered by this chapter, may permit the establishment
of a reciprocal organization on such terms as the director of the
division of finance may require to provide directors', officers' and
employees' liability insurance coverage, and any association covered by
this chapter and any federal association with its principal office in
this state may become a member thereof. Such reciprocal organization, if
established, shall render an annual report to the director of the
division of finance and shall be subject to examination by the director
of the division of finance. (L. 1971 S.B. 3 § 24, A.L. 1982 S.B. 464,
A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Each association shall keep complete records and books of
account covering all business of the association. The director of the
division of finance may adopt regulations concerning the making and
retention of the books of account, minutes of proceedings of members of
mutual associations, of stockholders of capital stock associations, and
directors and all other records pertaining to the business of the
association. Such regulations may include rules prescribing the
accounting principles and practices to be observed, the dates upon which
each association shall close its books, the description of assets and the
amounts at which they are to be carried on the books.

2. The director of the division of finance may by regulation permit
accounting, bookkeeping, data processing or other recordkeeping services
to be performed for an association by contract or otherwise, whether on
or off its premises, but shall require assurances satisfactory to the
director that the performance of such services will be subject to
regulation and examination by the director of the division of finance to
the same extent as if such service were being performed by the
association itself on its own premises.

3. In the absence of a regulation of the director of the division of
finance establishing a different time, each association shall preserve
all of its records of original or final entries for a period of ten years
from the date of making the last entry thereon, but coupons accompanying
deposits in a club account such as a Christmas club need not be retained
for more than two years from the date of closing of such account.

4. In lieu of the original, film, photographic, photostatic or other
copies which accurately reproduce all lines and markings on the originals
may be retained. Any copy of a record permitted to be kept in lieu of the
original shall be admissible in evidence in any proceeding with the same
effect as though it were the original. (L. 1971 S.B. 3 § 25, A.L. 1982
S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Each association shall establish a general reserve account, for
the purpose of absorbing losses, and such other reserves as the director
of the division of finance may require. The association shall maintain
the general reserve account at such amount, make such transfers to the
general reserve account, other required reserves, and undivided profits
at such times and in such manner as the director of the division of
finance shall determine by regulation. (L. 1971 S.B. 3 § 26, A.L. 1982
S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

The director of the division of finance may promulgate rules and
regulations to provide for the continuity of the management and business
of an association in the event of a national emergency declared by the
President of the United States or the person performing the President's
functions, or a nuclear, atomic or other disaster making it impossible or
impracticable for an association to conduct its business in strict accord
with applicable provisions of law, its bylaws or its charter. The
association and its directors, officers and employees shall not be liable
to any person by reason of the failure to perform or the delay in
performing any contractual, statutory, or other duty when the failure or
delay is caused by any such emergency. (L. 1971 S.B. 3 § 27, A.L. 1994
H.B. 1165)

Effective 7-6-94

Each association incorporated pursuant to or operating under the
provisions of sections 369.010 to 369.369 has all the powers enumerated,
authorized, and permitted by sections 369.010 to 369.369 and such other
rights, privileges, and powers as may be incidental to or reasonably
necessary to exercise such powers granted herein. Among others, and
except as otherwise limited by the provisions of sections 369.010 to
369.369, each association has the following powers:

(1) To have perpetual existence; to adopt and use a corporate seal, which
may be affixed by imprint, facsimile, or otherwise; and to adopt and
amend bylaws as provided in sections 369.010 to 369.369;

(2) To sue and be sued, complain and defend in any court of law or equity;

(3) To acquire, hold, sell, dispose of and convey real and personal
property; and to mortgage, pledge, or lease any real or personal property
in the exercise of the powers granted herein; provided, however, that
such leasing activities are limited to the extent permitted a federal
association;

(4) To borrow from sources, individual or corporate. All such loans and
advances may be secured by property of the association, and may be
evidenced by such notes, bonds, debentures, or other obligations or
securities as the director of the division of finance may authorize for
all associations;

(5) To obtain and maintain insurance of its accounts by the Federal
Deposit Insurance Corporation or any successor thereto, or by any agency
of this state insuring accounts in associations, or by any other insurer
approved by the director of the division of finance, and may comply with
conditions necessary to obtain and maintain such insurance;

(6) To qualify as and become a member of a Federal Home Loan Bank;

(7) In addition to the powers and authorities granted in this section,
the director of the division of finance may, from time to time, with the
approval of the commission, issue regulations granting such other powers
and authorities as have been granted to federal associations subject to
the supervision of the Office of Thrift Supervision or any successor
thereto which are necessary to enable associations to compete. The
regulations shall be promulgated as provided in this chapter and shall
not be inconsistent with the constitution and laws of this state;

(8) To appoint officers, agents, and employees as its business shall
require and to provide them suitable compensation; to enter into
employment contracts not to exceed five years in duration; to provide for
life, health and casualty insurance for officers, employees and directors
who are not officers, and to adopt and operate reasonable bonus plans,
retirement benefits and deferred compensation plans for such officers and
employees; to adopt and operate stock option and similar incentive
compensation programs by capital stock associations; and to provide for
indemnification of its officers, employees and directors as prescribed or
permitted by sections 369.010 to 369.369 whether by insurance or
otherwise;

(9) To become a member of, deal with, or make reasonable payments or
contributions to any organization to the extent that such organization
assists in furthering or facilitating the association's purposes, powers
or community responsibilities, and to comply with any reasonable
conditions of eligibility;

(10) To sell money orders, travel checks and similar instruments drawn by
it on its commercial bank accounts, accounts it has with the district
Federal Home Loan Bank or as agent for any organization empowered to sell
such instruments through agents within the state;

(11) When an association is a member of a Federal Home Loan Bank, to act
as fiscal agent of the United States, and, when so designated by the
Secretary of the Treasury, to perform, under such regulations as the
Secretary may prescribe, all such reasonable duties as fiscal agents for
the United States as the Secretary may require; and to act as agent for
any instrumentality of the United States and as agent of this state or
any instrumentality thereof;

(12) To service loans and investments for others;

(13) When an association is insured, to act as trustee of any trust
created or organized in the United States and forming part of a stock
bonus, pension, or profit-sharing plan which qualifies or qualified for
specific tax treatment under section 401(d) of the Internal Revenue Code
of 1954 as amended, if the funds of such trust are invested only in
accounts or deposits in such association or in obligations or securities
issued by such association. All funds held in such fiduciary capacity by
any such association may be commingled for appropriate purposes of
investment, but individual records shall be kept by the fiduciary for
each participant and shall show in proper detail all transactions engaged
in under the authority of this subdivision;

(14) To act as agent for others in any transaction incidental to the
operation of its business;

(15) To accept deposits, and to lend and invest its funds as provided in
sections 369.010 to 369.369;

(16) To use abbreviations, words or symbols in connection with any
document of any nature and on checks, proxies, notices and other
instruments, which abbreviations, words, or symbols shall have the same
force and legal effect as though the respective words and phrases for
which they stand were set forth in full;

(17) To act as custodian or keeper of microfilm records of other savings
associations or place microfilm records of the association for storage
and safekeeping with another association;

(18) To make donations in reasonable amounts for the public welfare or
for charitable, scientific, religious, or educational purposes;

(19) To act as agent for any electric, gas, water, telephone or other
public utility company operating within this state in receiving moneys
due such company for utility services furnished by such company;

(20) To enter into agreements with others to supply data processing
services and for the use of data processing equipment owned or controlled
by the association. (L. 1971 S.B. 3 § 28, A.L. 1982 S.B. 464, A.L. 1983
H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1989 S.B. 40, A.L. 1994 H.B.
1165)

Effective 7-6-94

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

All associations regulated by this chapter, including federal
associations, shall have the same rights, powers and duties, relating to
safe deposit boxes, as provided to banks and trust companies in chapter
362, RSMo. (L. 1994 H.B. 1312)

The members of a mutual association shall not be responsible for
any losses which the association's assets shall not be sufficient to
satisfy, and the accounts of members shall not be subject to assessment.
Earnings shall be declared in accordance with the provisions of sections
369.010 to 369.369. An association may reject any person as a depositor
and may limit from time to time the amounts which may be accepted by the
association as deposits. (L. 1971 S.B. 3 § 29, A.L. 1982 S.B. 464)

Effective 4-30-82

1. An association may make any type of account contract not
prohibited by sections 369.010 to 369.369 or by other applicable law or
by regulations of the director of the division of finance. An association
is authorized to accept accounts which permit the account holder to make
withdrawals by negotiable or transferable instrument for the purpose of
making transfers to third parties whether or not earnings are paid on
such account; provided such accounts will be permitted if and only to the
extent permitted to associations chartered by the United States.

2. Accounts may be opened and owned by any one or more persons,
partnerships, associations, corporations, political subdivisions, or
public or governmental units; shall be represented on the books of an
association by a separate account in the name of the owner thereof; and
shall be transferable only in the manner authorized by the association's
board of directors. An association shall be under no duty to determine
the ownership of the funds received by it for any account and shall treat
the account holder of record as shown by the account contract as the
owner for all purposes. An association shall not be liable to any person
claiming any interest in an account unless the interest of such person
appears in the account contract or has been established by a decree or
order of court determining the ownership and a copy of such decree or
order has been furnished the association. These provisions shall apply
even though the name of the person appearing on the account contract as
owner is modified by a qualifying or descriptive term such as "agent",
"trustee", or other word or phrase indicating that such person may not be
the owner in the person's own right. The association shall have a lien on
an account for all amounts owed it by the owner thereof. The owner of an
account may pledge the account to secure the owner's own obligation or
that of another and, if written notice of such pledge is served upon the
association, the pledgee shall be protected.

3. The association may issue any evidence of ownership of an account not
prohibited by sections 369.010 to 369.369 or by other applicable law or
by regulations of the director of the division of finance. The evidence
of ownership shall not be subject to article 8 of chapter 400, RSMo, or
to chapter 409, RSMo.

4. Upon the filing with an association by the owner or by the owner's
personal representative of an affidavit stating that the evidence of
ownership of such person's account has been lost or destroyed and that it
has not been pledged or assigned, in whole or in part, the association
may issue new evidence of ownership in the name of such owner stating
that it is issued in lieu of the one lost or destroyed. The association
shall not be liable thereafter with respect to the original evidence of
ownership, but the board of directors may require a bond in sufficient
amount to indemnify the association against any loss or expense which may
result from the issuance of the substitute evidence of ownership.

5. If an account owner has been adjudicated a disabled person by a court
of competent jurisdiction, payments made to such account owner prior to
service on the association of a certified copy of such adjudication shall
discharge the association to the extent thereof. After service of such
notice, withdrawal or pledge on behalf of the disabled person shall be by
his conservator. (L. 1971 S.B. 3 § 30, A.L. 1982 S.B. 464, A.L. 1983 S.B.
44 & 45, A.L. 1994 H.B. 1165)

Effective 7-6-94

An association may impose fees or service charges on accounts;
however, such fees or service charges are subject to such conditions or
requirements that may be fixed by regulations pursuant to section 369.301
by the director of the division of finance and the state savings and loan
commission. 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. 1971 S.B. 3 § 31, A.L. 1983 H.B. 570, A.L.
1994 H.B. 1165, A.L. 2003 H.B. 221 merged with S.B. 346)

In addition to any other banking authority, a savings and loan
association or savings bank 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)

An association may continue to recognize the written authority
of an attorney in fact to make any addition to and withdrawal from the
account of an owner until it receives written notice of the death or
adjudication of disability or incapacity of the owner, or of revocation
of the attorney's authority. Any payment by the association to an
attorney in fact prior to receipt of such notice shall be a complete
discharge of the association as to the amount so paid. (L. 1971 S.B. 3 §
32, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 & 45)

An association may issue an account to a minor as the sole and
absolute owner and receive payments, pay withdrawals, accept pledges and
act in any other manner with respect to such account on the order of the
minor with like effect as if he were of full age and legal capacity. Any
payment to or on the order of a minor shall be a discharge of the
association to the extent thereof. The account shall be held for the
exclusive right and benefit of the minor free from the control of all
persons, except creditors. (L. 1971 S.B. 3 § 33, A.L. 1983 H.B. 570)

1. When an account is opened or maintained in an association in
the names of two or more persons, whether minor or adult, as joint
tenants or in form to be paid to any of them or the survivor of them and
whether or not the names are stated in the conjunctive or the disjunctive
or otherwise, the account and all additions thereto shall be the property
of such persons as joint tenants. The moneys in the account and all
earnings on the account 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 opening or maintenance of the account in such
form, in the absence of fraud or undue influence, shall be conclusive
evidence in any action or proceeding to which the association or any
survivor or the personal representative of a deceased owner is a party of
the intention of all the parties to the account to vest title to the
account and the additions and earnings thereto in the survivor. A person
may be added or removed as an owner of an account upon the written
direction of any owner of the account upon whose signature withdrawals
may be made from the account. By written instructions of all joint
tenants given to the association, 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 notice of
withdrawal, request for withdrawal, check endorsement or receipt, or
remove any such requirement, in which case the association shall pay
withdrawals and earnings 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 receive withdrawal payments and earnings. Payment of
all or any of the moneys in the account or payment of earnings thereon as
provided in this section is a valid and sufficient release and discharge
of the association with respect to the moneys so paid prior to receipt by
the association of a written notice from any one of the account owners
directing the association not to permit withdrawals or make payments in
accordance with the terms of the account or the written instructions.
After receipt of such notice an association may refuse without liability
to honor any check, receipt or withdrawal order or pay any earnings on
the account pending determination of the rights of the parties, but is
not required to do so. No association paying any survivor in accordance
with the provisions of this section shall thereby be liable for any
estate or succession taxes which may be due this state. As to any minor
who is the owner of a joint account or an interest therein, all the
provisions of section 369.169 shall apply.

2. The pledge or assignment to any association of all or part of a joint
tenancy account or the earnings thereon signed by any owner or owners
whether minor or adult upon whose signature or signatures withdrawals may
be made from the account shall, unless the terms of the account contract
provide specifically to the contrary, be a valid pledge or transfer to
the association of that part of the account pledged or assigned, and
shall not operate to sever or terminate the joint tenancy ownership of
all or any part of the account, subject to the effect of the pledge or
assignment.

3. The adjudication of disability or incapacity of any one or more of the
joint tenants shall not operate to sever or terminate the joint tenancy
ownership of all or any part of the account and the account may be
withdrawn or pledged by any one or more of the joint owners in the same
manner as though the adjudication of disability or incapacity had not
been made except that any withdrawal or pledge on behalf of the disabled
joint owner shall be by his conservator.

4. Any account opened in form to be paid to two persons or the survivor
thereof who are husband and wife shall be considered a joint tenancy and
not a tenancy by the entirety unless specified otherwise. (L. 1971 S.B. 3
§ 34, A.L. 1983 S.B. 44 & 45 merged with H.B. 570)

(1976) Guardian of an incompetent joint tenant has same power over joint
tenants' interest in a joint bank account as his ward had prior to
incompetency and may withdraw full amount of account without approval of
probate court. Matter of Estate of Thompson (A.), 539 S.W.2d 650.

(1977) Person who is entitled to withdraw funds under terms of a
signature card establishing a joint tenancy and who contributed all money
to purchase the certificate is entitled to have such certificate changed
to his name alone. McGee v. St. Francois Cty. S & L Ass'n. (Mo), 559
S.W.2d 184.

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 savings
and loan association or savings 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)

1. An account owner who holds a certificate for an account
indicating that such holder is trustee for a beneficiary or beneficiaries
shall have the right to vote as a member if such account is in a mutual
association as if such membership certificate were held absolutely, but
shall not have the right to hold office by virtue of such holding.

2. The withdrawal or redemption value of an account so held in any
association, and earnings thereon, may be paid in whole or in part to
such account owner, without regard to any notice to the contrary so long
as such account owner is living; and such payment shall be a valid and
sufficient release and discharge of the association, to the extent of
such payment.

3. If such account owner dies, the association after thirty days from the
date of death may treat as owner of the account, and may pay the
withdrawal value thereof and dividends thereon to, the apparent or
presumed beneficiary or beneficiaries, whether minor or adult, unless the
association has acknowledged receipt at its home office of, or has been
served there by an officer empowered to make service of process with, a
written notice of a claim to the contrary; and the receipt or acquittance
of such payee or payees shall be, to the extent of such payment, a valid
and sufficient release and discharge of the association.

4. This section, except the first sentence:

(1) Shall not be applicable to an account in the name of a personal
representative, conservator, curator or fiduciary appointed by or acting
under supervision of a court of record, and known by the association to
be held in such capacity;

(2) Shall not apply contrary to the terms, conditions or beneficial
interests of any express trust to which the account is subject and of
which the association has notice; and

(3) Is enacted for the protection of the association and is not
determinative of the rights of persons interested in such account as
between themselves. (L. 1971 S.B. 3 § 35, A.L. 1982 S.B. 464, A.L. 1983
S.B. 44 & 45)

1. An association may accept accounts in the name of any
personal representative, custodian, conservator or other fiduciary for a
named beneficiary or beneficiaries, and any such fiduciary may open and
make additions to, and may withdraw from any such account. Any payment to
the fiduciary shall be a release and discharge of the association for the
payment so made without regard to any notice the association may have
received concerning the status or capacity of the fiduciary.

2. If any fiduciary named in this section opens an account with an
association in his own name not followed by the designation of his
fiduciary capacity, the association shall treat such an account as the
individually owned account of that person regardless of any notice to the
contrary. (L. 1971 S.B. 3 § 36, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 &
45)

1. An association may contract for an account in the following
form: "John Doe, pay on death to Henry Roe." Such account shall, during
the lifetime of the person first named in the account, be the property of
and under the sole control of the person first named; and the first named
person shall be entitled to cancel, change, give away, or otherwise deal
with the account as if no other person were* named in the account.

2. At the death of the first named person, the account shall become the
property of the person named as the "pay on death" person. The
association is authorized to require proof of death and surrender of the
evidence of account prior to withdrawal after the death of the first
named person.

3. The association may make such other contractual terms as the parties
may agree to with respect to the account.

4. Any payment made by an association 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 association shall have been served with
process restricting payment on the account in accordance with the terms
of such process. (L. 1983 H.B. 570 § 369.185)

*Word "was" appears in original rolls.

1. An association may accept deposits in any form not prohibited
by sections 369.010 to 369.369.

2. Deposits authorized by this section shall be upon any terms and
conditions not prohibited by sections 369.010 to 369.369. Owners of
deposits shall be creditors of the association. After April 30, 1982, all
accounts in all associations are deposit accounts.

3. The director of the division of finance is authorized under such rules
and regulations as the director may prescribe to impose or grant the same
restrictions, limitations, prohibitions, conditions, requirements,
duties, liabilities, provisions, authorities, powers, rights, options and
discretions concerning deposit associations as are from time to time
applicable to federal associations under the laws, rules, regulations,
orders and decisions applicable to such federal associations. (L. 1971
S.B. 3 § 37, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Every savings and loan association or savings association
subject to the provisions of this chapter may for a fee or other
consideration receive upon deposit for safekeeping personal property of
every description, and own or control a safety vault and rent the boxes
therein. For purposes of sections 369.191 to 369.212, the term
"association" means any savings and loan association or savings
association subject to the provisions of this chapter. (L. 1994 H.B. 1165
§ 1)

Effective 7-6-94

Every association doing a safe deposit business 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 association 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
association 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) The association 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 association, 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 association, 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 association
then shall retain such contents for at least ninety days thereafter and
the association 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, RSMo;

(3) 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
association, 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 association, 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
association then shall retain such contents for at least ninety days
thereafter and the association 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 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 the association. 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. (L. 1994 H.B. 1165 § 2)

Effective 7-6-94

1. Accounts in insured associations are legal and proper
investments or depositaries for fiduciaries of every kind and nature, all
political subdivisions or instrumentalities of this state, insurance
companies, business and nonprofit corporations, charitable or educational
corporations or associations, all financial institutions of every kind
and character, all pension, endowment and scholarship funds both public
and private, and each and all of them may invest funds in accounts in
such associations. The director of the division of finance shall by
regulation permit associations to pledge funds or assets in connection
with the investment of public funds in accounts of associations, and may
provide that accounts in associations shall be legal investments for any
persons, firms, corporations or entities not herein specifically referred
to. Notwithstanding anything to the contrary, accounts prohibited to a
mutual association are prohibited to a capital stock association.

2. Notwithstanding any restrictions or limitations contained in any other
law of this state, accounts in any association may be accepted by any
agency, department or official of the state of Missouri in any case
wherein such agency, department or official acting in its or the person's
official capacity requires that securities be deposited with such agency,
department or official. (L. 1971 S.B. 3 § 38, A.L. 1982 S.B. 464, A.L.
1994 H.B. 1165)

Effective 7-6-94

Earnings, methods of calculating earnings and rate of earnings,
including contractually fixed rates, and the minimum amount upon which
earnings shall be paid shall be determined by the board of directors, and
earnings shall be distributed on savings accounts at such times and in
such manner and on such terms as may be prescribed by regulations of the
director of the division of finance. The director's regulations may
permit the determination and declaration of rates of earnings during the
month preceding the beginning of the period to which the rates are to
apply, may provide for a determination date for computing earnings, and
may authorize distribution of earnings on withdrawals between earning
distribution dates. He may provide that an association may calculate,
determine, and pay earnings upon any basis available to a federal
association. (L. 1971 S.B. 3 § 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Except for accounts which provide for a specified contractual
time or notice or are subject to a pledge, and, subject to the right of
the association to require advance notice of withdrawal, an account owner
at any time may present a written application for withdrawal of all or
any part of the account owner's account. The association may by
resolution of the board of directors require advance notice of not more
than thirty days of an intent to file an application for withdrawal.
Every application shall request immediate withdrawal of the stated amount
and no account owner shall have on file more than one application. Any
account owner may cancel the account owner's application by written
notice. Every association either shall pay or shall number, date and file
in the order of actual receipt every withdrawal application. Withdrawals
shall be made in the order of actual receipt of applications except as
provided in this section or by regulation of the director of the division
of finance. Upon withdrawal, an association shall pay the withdrawal
value of the account.

2. The director of the division of finance may by regulation establish
the rules and procedures to apply in the event the association is unable
to pay all applications for withdrawal as made including a rotation plan
or any other plan for the equitable payment of withdrawals, the payment
in full of accounts less than a named amount, the application of receipts
to withdrawals, and the circumstances and conditions under which the
failure of the association to pay withdrawals as applied for shall be
deemed the conduct of its business in an unsafe or injurious manner
within the meaning of section 369.339. (L. 1971 S.B. 3 § 41, A.L. 1982
S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Any association doing a safe deposit business 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 association 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. (L. 1994 H.B. 1165 § 3)

Effective 7-6-94

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 association 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 association, one of whom shall be an officer of the
association; and such employees may remove all instruments of a
testamentary nature and deposit the same with the probate divisions 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 association 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 association 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 association may open the
box by forcible entry and remove the contents and dispose of the same in
accordance with the procedures specified in section 369.211.

2. Upon the death of any lessee of a safe deposit box and upon request of
the probate division of the circuit court, the association 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. 1994 H.B. 1165 § 4)

Effective 7-6-94

1. An association may redeem, by lot or otherwise as the board
of directors may determine, subject to approval of the director of the
division of finance, all or any part of its accounts on an earnings
payment date by giving thirty days' notice by registered mail to each
owner of an account to be redeemed at the owner's last address as shown
on the books of the association, but the association may not do so when
it is in an impaired condition or has applications for withdrawal on file
unpaid. The redemption price of each account redeemed shall be its
withdrawal value.

2. Earnings and all rights of the owner of any account called for
redemption, except the right to receive the redemption price, cease after
the date fixed for redemption if the notice of intended redemption is
given as required by this section and if funds are available for the
redemption on such date. (L. 1971 S.B. 3 § 42, A.L. 1983 H.B. 570, A.L.
1994 H.B. 1165)

Effective 7-6-94

An association may invest in the following securities:

(1) Obligations of, or obligations fully guaranteed as to principal and
interest by, the United States or the state of Missouri;

(2) Stock or obligations of any Office of Thrift Supervision or any
successor thereto, of the Federal Deposit Insurance Corporation or any
successor thereto, of the Federal National Mortgage Association, of the
Government National Mortgage Association, of the Federal Home Loan
Mortgage Corporation, the Student Loan Marketing Association, the Federal
Home Loan Banks, the Federal Farm Credit Banks or of any corporation or
agency of the United States or of this state succeeding any of such
corporations or performing similar functions;

(3) Demand, time, or savings deposits, or accounts of any state or
federally chartered financial institution, but such deposits or accounts
in institutions not insured by a federal agency shall be limited to
amounts permitted by regulation of the director of the division of
finance;

(4) Stock of a not-for-profit industrial or community development
corporation established for the general welfare of the area but not in
excess of a total investment of one-half of one percent of its assets;

(5) Obligations of any city, county, town, school district or other
political subdivisions of any state including any agency, corporation, or
instrumentality of a state or political subdivision in an amount to any
one issuer not greater than ten percent of the capital of the association
exclusive of investments in general obligations of any issuer, but each
such investment shall, when made, meet any requirements as to quality
which the director of the division of finance may prescribe; provided,
that any obligations of a political subdivision of any state, including
an agency, corporation or instrumentality of a political subdivision may
be purchased without regard to such quality requirements in an aggregate
amount not exceeding an additional one percent of the association's
assets if the association's home office, branch office or agency is
located in such county;

(6) Capital stock obligations or other securities of any service
corporation, as defined by the director of the division of finance,
organized under the laws of any state in which all stock is owned by one
or more associations or federal associations in an aggregate amount not
exceeding that percent of the assets of the association fixed from time
to time by the director of the division of finance; and

(7) Such other securities and in such amounts as may be approved from
time to time by the director of the division of finance, and any
securities purchased while so approved may be retained if the approval is
later withdrawn. (L. 1971 S.B. 3 § 43, A.L. 1983 H.B. 570, A.L. 1989 S.B.
40, A.L. 1994 H.B. 1165, A.L. 2000 S.B. 896)

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

Every association is required to maintain liquid assets in an
amount not less than a minimum percentage established by the director of
the division of finance. (L. 1971 S.B. 3 § 44, A.L. 1983 H.B. 570, A.L.
1989 S.B. 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Every association may:

(1) Make loans secured by its accounts to the extent of the withdrawal
value thereof and unsecured loans to any account owner but not exceeding
such amount individually or in the aggregate as may be established by the
director of the division of finance by regulation;

(2) Make loans of any type or kind, approved by the director of the
division of finance, secured by mortgage or deed of trust constituting a
first lien on real estate or a leasehold interest therein and having an
unexpired term of at least five years or some term in excess of five
years as may be fixed by regulation of the director of the division of
finance;

(3) Make additional real estate loans secured by liens immediately
subsequent to its own first lien upon the same property and with or
without additional security;

(4) Purchase real estate loans of the same character as that upon which
the association may make an original loan and lend money on the security
of such loans;

(5) Participate in loans with other lenders on real estate of any type
that the association could originate;

(6) Sell with or without recourse any real estate loan it holds or any
participating interest therein.

2. Every association may, subject to such regulations as the director of
the division of finance may prescribe:

(1) Make loans secured by the cash surrender value of any life insurance
or annuity policy;

(2) Make loans for the purpose of repair, improvement, rehabilitation,
furnishing or equipping real estate;

(3) Make loans, and purchase obligations representing loans, for the
purpose of mobile home financing, including development, holding and
leasing of mobile home parks or sites;

(4) Make loans for the payment of educational expenses;

(5) Make loans to homeowners with or without security for any purpose,
but the aggregate of the unpaid balances of all such loans to any one
borrower shall not exceed at any time the sum of five thousand dollars or
such greater sum as the director of the division of finance may allow by
regulation;

(6) Make loans to its directors, officers, and employees; and

(7) Make such other loans secured or unsecured as the director of the
division of finance by regulation may permit. (L. 1971 S.B. 3 § 45, A.L.
1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

An association may:

(1) Make without limitation any advances necessary to protect the
security of any loan or the priority of lien thereon which shall stand
secured by such first lien irrespective of intervening liens;

(2) If it holds a recorded first lien on the property, make an additional
loan or loans not exceeding in the aggregate the amount fixed from time
to time by the director of the division of finance, which shall be
secured by such first lien, for the improvement, equipment or furnishing
of such property; and

(3) Make any further advances or loans for any purpose to the extent
authorized by the deed of trust evidencing the first lien on the
property. (L. 1971 S.B. 3 § 46, A.L. 1994 H.B. 1165)

Effective 7-6-94

As additional collateral security for a loan, an association may
accept the assignment or pledge of the account or accounts of the
borrower or of any other account owner, or additional collateral of any
kind. (L. 1971 S.B. 3 § 47, A.L. 1983 H.B. 570)

1. An association may purchase at any sale, public or private,
any real or personal property upon which it has a mortgage, judgment,
deed of trust, pledge, lien or other encumbrance or in which it has any
interest, and it may acquire any real or personal property which may be
conveyed or transferred to it in full or in partial satisfaction,
discharge or release of loans for which such property is security.

2. An association may sell, convey, lease, exchange, improve, repair,
mortgage, convey in trust, pledge or encumber any real or personal
property purchased or acquired by it as authorized by subsection 1 of
this section.

3. An association may invest its funds, operate a business, manage or
deal in property, or take any other action over whatever period of time
may reasonably be necessary to avoid loss on a loan or investment
previously made or an obligation previously created in good faith. Said
property is not to be held by the association for a period in excess of
six years, unless specifically authorized by the director of the division
of finance. (L. 1971 S.B. 3 § 48, A.L. 1994 H.B. 1165)

Effective 7-6-94

The director of the division of finance may from time to time
establish such rules and regulations in respect to loans as may be
reasonably necessary to assure that such loans are in keeping with sound
lending practices and promote the purposes of sections 369.010 to
369.369, and the director may include therein provisions concerning
appraisals, payments and terms of security instruments. Any note or
security instrument may provide for advances for taxes, insurance
premiums and other charges, which may be commingled with other funds of
the association, and the extent, if any, to which interest is to be paid
thereon. (L. 1971 S.B. 3 § 49, A.L. 1994 H.B. 1165)

Effective 7-6-94

An association may:

(1) Invest in such real property as the directors may deem necessary or
convenient for the conduct of the business of the association; and

(2) Invest in the acquisition of unimproved real estate lots, and other
unimproved real estate for the purpose of prompt development and
subdivision, principally for construction of housing or for resale to
others for such construction, or for use as mobile home sites; and
development and subdivision of, and construction of, improvements,
including improvements to be used for commercial or community purposes,
when incidental to a housing project, for sale or for rental on real
estate referred to in this subdivision; and acquisition of improved
residential real estate and mobile homes to be held for rental; and
acquisition of improved residential real estate for remodeling,
rehabilitation, modernization, renovation, or demolition and rebuilding
for sale or for rental; and maintenance and management of rental real
estate referred to in this subdivision. Investments for land development
shall be made only within this state, or outside this state within one
hundred miles of the home office of the association; provided, that any
association licensed, qualified, admitted to do business as a savings
association, and so conducting a savings association business in another
state or states, may invest its funds for the purposes provided for in
this section in this state, or outside this state within one hundred
miles of the home office of the association, or within such state or
states in which it is licensed, qualified, admitted to do business as a
savings association and is so conducting a savings association business.
The amount so invested shall not exceed the sum of the reserves and
undivided profits of the association, or ten percent of its total assets,
whichever is the lesser, and the maximum percentage of the amount so
invested in nonresidential property shall be in accordance with
regulations promulgated by the director of the division of finance. If
the director of the division of finance finds that an association has
abused or is abusing the powers granted in this section, the director may
deny or condition the exercise of such powers until the abuse is
corrected. (L. 1971 S.B. 3 § 50, A.L. 1994 H.B. 1165)

Effective 7-6-94

In the event of a conveyance or transfer of any property upon
which an association has a lien without the consent of the association,
the association may proceed as provided in the note or security
instrument. (L. 1971 S.B. 3 § 51)

An association which makes a loan, the proceeds of which are
used or may be used by the borrower to finance the design, manufacture,
construction, repair, modification or improvement of real or personal
property for sale or lease to others, shall not be held liable to the
borrower or to third persons for any loss or damage occasioned by any
defect in the real or personal property so designed, manufactured,
constructed, repaired, modified or improved, or for any loss or damage
resulting from the failure of the borrower to use due care in the design,
manufacture, construction, repair, modification or improvement of such
real or personal property, unless the association has knowingly been a
party to misrepresentations with respect to such real or personal
property. (L. 1971 S.B. 3 § 52)

The director of the division of finance shall appoint such
examiners and other employees as the director shall deem necessary to
properly discharge the duties of the office. They shall devote all of
their time to such official duties and hold office at the pleasure of the
director. The director may appoint an attorney for the division of
finance to serve at the pleasure of the director and the attorney shall
devote full time to the work of the division. (L. 1971 S.B. 3 § 55, A.L.
1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. The director of the division of finance and examiners shall
not be interested in an association directly or indirectly either as
creditor (except that each may be an account holder and receive earnings
thereon), director, officer, employee, trustee, attorney or borrower
(except for a loan on the home property owned and occupied by the
director or examiner or a share loan), nor shall any one of them receive
directly or indirectly any payment, compensation or gratuity from any
association.

2. The director, the examiners and all employees of the division of
finance and members of the state savings and loan commission shall not
divulge any information acquired in the discharge of their duties except
insofar as required by law or order of court. The director may, however,
furnish information to the Office of Thrift Supervision or any successor
thereto, the Federal Deposit Insurance Corporation or any successor
thereto, any federal home loan bank or savings departments of other
states. (L. 1971 S.B. 3 § 58, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

The director of the division of finance shall:

(1) Exercise all rights, powers and duties set forth in sections 369.010
to 369.369 or as may be otherwise provided by law;

(2) Establish, amend, supplement and revoke, subject to the approval of
the state savings and loan commission, all regulations authorized by the
provisions of sections 369.010 to 369.369 and such additional regulations
as may be reasonable or necessary to provide for the organization,
incorporation, examination, operation, and regulation of associations,
and service corporations, and the director may by regulation provide that
an association shall have all powers, rights, and privileges which it
would have from time to time if organized and operating in Missouri as a
federal association under the laws of the United States. The director
shall deliver by mail to each association a copy of any proposed
regulation or change in an existing regulation. If five or more
associations protest the proposed regulation or change and request a
hearing thereon within fifteen days thereafter, the director shall
conduct a hearing before acting thereon;

(3) Direct and supervise all the activities of the office;

(4) Exercise general supervision over all associations and all
corporations which are owned in whole or in part by an association or
associations;

(5) Upon request of the governor make a report in writing to the governor
on or before the first day of March as to the financial condition as of
December thirty-first of the preceding year of each association;

(6) Have charge of the execution of laws relating to savings associations
with authority to sue in the director's name to enforce any law of this
state applying to an association or to a corporation in which an
association has an interest, or applying to the officers, directors or
employees of any association. (L. 1971 S.B. 3 § 59, A.L. 1994 H.B. 1165)

Effective 7-6-94

Rules promulgated under the authority of this chapter shall be
promulgated pursuant to the provisions of chapter 536, RSMo. No rule or
portion of a rule promulgated under the authority of this chapter shall
become effective unless it has been promulgated pursuant to the
provisions of section 536.024, RSMo. (L. 1994 H.B. 1165, A.L. 1995 S.B. 3)

The procedure in all hearings before the director of the
division of finance shall be governed by, and conducted under, the
provisions of chapter 536, RSMo. The director may grant a hearing on any
matter but shall be required to do so only where so directed in sections
369.010 to 369.369. Unless otherwise specifically provided by sections
369.010 to 369.369, any person who deems himself or herself aggrieved by
any decision, order, or action of the director may appeal such decision
and may receive a hearing before the state savings and loan commission as
provided in section 369.319. All decisions of the director shall be final
if not appealed to the commission as provided in section 369.319. (L.
1971 S.B. 3 § 60, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. There is created in the division of finance a "State Savings
and Loan Commission" which shall have such powers and duties as are now
or hereafter conferred upon it by law.

2. The commission shall consist of five members who shall be appointed by
the governor. They shall be residents of this state, and one of them
shall be a member of the Missouri Bar in good standing. The other members
of the commission shall each have had at least five years' experience in
this state as an officer or director of one or more associations. Not
more than three members of the commission shall be members of the same
political party.

3. The term of office of each member of the commission shall be six
years. Members shall serve until their successors are duly appointed and
have qualified. Each member of the state savings and loan commission
shall serve for the remainder of the term for which the member was
appointed to the commission. The commission shall select its own chairman
and secretary. Vacancies in the commission shall be filled for the
unexpired term in the same manner as in the case of an original
appointment.

4. The members of the commission shall receive as compensation the sum of
fifty dollars per day while discharging their duties, and they shall be
reimbursed for their actual and necessary expenses incurred in the
performance of their duties.

5. A majority of the members of the commission shall constitute a quorum
and the decision of a majority of a quorum shall be the decision of the
commission. The commission shall meet upon call of its chairman, or of
the director of the division of finance, or of any two members of the
commission, and may meet at any place in this state. (L. 1971 S.B. 3 §
61, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165, A.L. 1995 H.B. 574)

The commission shall:

(1) Approve or disapprove each regulation proposed by the director of the
division of finance pertaining to savings and loan associations; and

(2) Hear and determine any appeal from an order or decision of the
director pertaining to the incorporation, relocation or branching of
savings and loan associations. (L. 1971 S.B. 3 § 62, A.L. 1994 H.B. 1165)

Effective 7-6-94

An appeal shall be perfected by filing with the director of the
division of finance within fifteen days after notice of the director's
decision is mailed, a notice of appeal stating the name of the appealing
party and the order or decision appealed from. The director shall mail
copies thereof to all interested parties. Upon any such hearing the
transcript of the proceedings before the director or, if the decision
appealed from was made without a hearing, all writings used or considered
by the director in making such decision, shall be considered by the
commission and the commission may take evidence, the taking of such
evidence to be limited to newly discovered evidence in those appeals in
which there was a hearing before the director and to be governed by the
provisions of chapter 536, RSMo. The review by the commission shall be
similar to that provided in appeals in equity cases in the courts of this
state. Decisions shall be made as provided in chapter 536, RSMo. The
costs on appeal shall include the per diem compensation of the members of
the commission and all such costs may be assessed against parties other
than the director as may be determined by the commission. At least
fifteen days' notice of the hearing shall be given to all persons
interested in the matter appealed from and to the director. (L. 1971 S.B.
3 § 63, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Each association shall pay for each annual or special
examination such amount as the director of the division of finance shall
certify to be just and reasonable. Payment shall be made to the director
of revenue.

2. The provisions of section 351.065, RSMo, shall apply to an increase in
the authorized shares of a capital stock association.

3. To meet the salaries and expenses of the division of finance in
administering the provisions of this chapter and other laws pertaining to
savings and loan associations, the funds for which are not otherwise
provided, the director shall require every association under the
director's supervision to pay to the director its pro rata share thereof
as estimated by the director for the ensuing year. The proportion to be
assessed to each association shall be the proportion which its assets
bears to the aggregate assets of all associations subject to supervision
as shown by the latest reports of associations to the director as of
March thirty-first of each calendar year, including in such computation
all assets acquired in foreclosure or in lieu of foreclosure situated
outside this state, but excluding from such computation all other assets
consisting of real and tangible personal property situated outside this
state. The director shall notify each association by mail of the amount
assessed against it. The association shall pay the amount assessed under
the terms and within the time frame established by the director.

4. All fees and charges imposed upon associations pursuant to the
provisions of sections 369.010 to 369.369 shall be paid to the director
of revenue and shall be paid into the state treasury. The director of
revenue shall keep an accurate account of all such funds and shall at the
request of the director report the total amount of such collections to
the director.

5. The state treasurer shall credit such payments to a special fund to be
known as the "Division of Savings and Loan Supervision Fund", which is
hereby created and which shall be devoted solely to the payment of
expenditures actually incurred by the division and attributed to the
regulation of savings and loan associations and other corporations
subject to the jurisdiction of the division. Any amount, other than the
amount assessed for support services and fringe benefits, remaining in
such fund at the end of any fiscal year up to five percent of the amount
assessed to the savings and loan associations pursuant to this section
shall not be transferred and placed to the credit of the general revenue
fund as provided in section 33.080, RSMo, but shall be used, upon
appropriation by the general assembly for the payment of such
expenditures of the division in the succeeding fiscal year and shall be
applied by the division to the reduction of the amount to be assessed to
savings and loan associations in such succeeding fiscal year; provided
the amount assessed for supporting services and the amount of fringe
benefits and any amount remaining in the division of savings and loan
supervision fund at the end of the fiscal year which exceeds five percent
of the amount assessed to the savings and loan associations pursuant to
this section shall be returned to general revenue. (L. 1971 S.B. 3 § 64,
A.L. 1982 S.B. 464, A.L. 1989 S.B. 40, A.L. 1991 H.B. 516, A.L. 1994 H.B.
1165)

Effective 7-6-94

No association may establish or maintain a branch office or
agency without the prior written approval of the director of the division
of finance, except that temporary and incidental agencies may be created
for individual transactions and for special temporary purposes without
such approval. Each application for approval of the establishment and
maintenance of a branch office or one or more agencies shall state the
proposed location of the branch office or agency, the functions to be
performed at the office or agency, the estimated volume of business at
the branch office or agency, the estimated annual expense of the branch
office or agency and the mode of payments for the branch office or agency
and such additional matters as the director of the division of finance by
regulation may require. Each such application shall be accompanied by a
budget of the association for the current earnings period and for the
next succeeding semiannual period, which reflects the estimated
additional expense of the maintenance of each such branch office or
agency. No branch application shall be granted if, in the opinion of the
director or a majority of the members of the commission on appeal, the
policies, condition or operation of the applicant afford a basis for
supervisory objection to the application. The director of the division of
finance may hold a hearing at the director's discretion on the
application in accordance with such procedures as the director by
regulation may require. (L. 1971 S.B. 3 § 65, A.L. 1983 H.B. 570, A.L.
1994 H.B. 1165)

Effective 7-6-94

1. Each association shall make such reports, verified if
required, in such form as the director of the division of finance may
from time to time require.

2. Each association shall be examined periodically, and may be examined
at any time, by the director, with appraisals when deemed advisable. The
director may require an audit of any association at any time, such audit
to be made by the director or by certified public accountants, with
appraisals if deemed advisable. Any such audit, if not made by the
director, shall be filed promptly with the director. In any instance in
which an appraisal is required, it shall be made by an appraiser selected
by the director and the cost thereof shall be paid by the association
directly to the appraiser upon receipt of a statement of the cost
approved by the director. A copy of the report of each appraisal shall be
furnished to the association within a reasonable time following the
completion thereof, not to exceed ninety days.

3. The representative of the director making an examination or audit
shall have access to all books and papers of the association or of any
corporation in which the association owns any capital stock, shall have
power to administer oaths, take all testimony by such person deemed
necessary and proper, and may compel the attendance of witnesses and the
production of books and papers by order of the courts of this state.

4. The director may accept, in lieu of any examination required by
sections 369.010 to 369.369 or of any audit required or permitted under
sections 369.010 to 369.369 or in lieu of any appraisal permitted under
sections 369.010 to 369.369, any report, audit or appraisal required or
made by or for the Federal Deposit Insurance Corporation or any successor
thereto, the Office of Thrift Supervision or any successor thereto or a
Federal Home Loan Bank. (L. 1971 S.B. 3 § 66, A.L. 1983 H.B. 570, A.L.
1994 H.B. 1165)

Effective 7-6-94

If, in connection with any cease and desist order issued
pursuant to this chapter, the director of the division of finance
requests the consent of the board of directors of the association to the
placing of the association under supervisory control of the director, and
a majority of such board affirmatively consents to such request, the
director may appoint an examiner, deputy director, attorney or other
employee of the division to supervise or monitor the operation of the
association during the period of supervision to which consent has been
given. During the period of supervision, the association, its directors,
and officers shall act in accordance with such instructions and
directions as may be given by the director through the director's
supervisory agent and shall not act or fail to act except in compliance
with such cease and desist order without the prior approval of such
supervisory agent or the director. No director, officer, or employee
shall incur any liability of any kind or to any person for so acting or
for so failing to act. Costs incident to such supervision shall be fixed
by the director and paid by the association pursuant to this chapter. (L.
1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. If the director of the division of finance finds, as a result
of any examination or from any report made to the director or to any
association, that the association is violating the provisions of its
articles of incorporation, its bylaws or any law of this state, or is
conducting its business in an unsafe or injurious manner, the director
may by an order addressed to such association direct a discontinuance of
such violations or unsafe or injurious practices and require conformity
with all of the requirements of law.

2. The director may demand and take possession of the property, business
and assets of an association if any of the following occur:

(1) The association does not comply with the order given pursuant to
subsection 1 of this section within the time specified therein;

(2) It appears to the director that the association is in an unsafe
condition or is conducting its business in an unsafe or injurious manner
such as to render its further proceeding hazardous to the public or to
any or all its savings account holders;

(3) The director finds that the association's assets are impaired to such
an extent that after deducting all liabilities other than to its savings
account holders they do not equal or exceed the sum of the withdrawal
value of all its savings accounts; or

(4) The association refuses to submit its books, papers and accounts to
the inspection of the director or any of the director's examiners.

3. The director may retain possession of the property, business and
assets of an association until the association resumes business with the
consent of and subject to the conditions imposed by the director or until
its affairs are liquidated. The director shall permit the association to
resume business if at any time during the director's possession of the
association's property, business and assets the director finds that the
association is in a condition safely to resume business.

4. Whenever the director takes possession pursuant to this section, the
association may within ten days after the taking of possession commence
an action in the circuit court of the county in which the principal
office of the association is located to enjoin further proceedings. The
court, after citing the director to show cause why further proceedings
should not be enjoined, hearing the allegations and proofs of the
parties, and determining the facts, may upon the merits dismiss such
action, or may enjoin the director from further proceeding and direct the
director to surrender the business, property and assets of the
association. An appeal from a judgment enjoining the director from
further proceedings and directing the director to surrender the business,
property and assets to the association does not operate as a stay of the
judgment unless the circuit court in its discretion so orders. If an
appeal from the judgment is taken by the director, no bond need be given.
If the judgment dismisses the action, an appeal therefrom does not
operate as a stay of the judgment, but the court rendering such judgment
may in its discretion enjoin the director, pending the appeal, from
further proceedings and direct the director, pending the appeal, to
surrender such business, property and assets to the association if a bond
in an amount required by the court is given.

5. If the director's demand for the possession of the property, business
and assets is not complied with within twenty-four hours after service of
the demand, the director may call to the director's assistance the
sheriff of the county in which the principal place of business of such
association is located, by giving the sheriff written demand. The sheriff
shall enforce the demand of the director.

6. When the director takes possession of the property, business and
assets of any association, the president and secretary of the association
shall make a verified schedule of all its property, assets and collateral
held by it as security for loans. The president and secretary shall
deliver the schedule, and possession of all property, assets and
collateral not previously delivered, to the director. The director may at
any time examine under oath any president, secretary, officer, director,
agent or employee of the association to determine whether or not all such
property, assets or collateral have been transferred and delivered into
the director's possession.

7. The director may issue subpoenas including subpoenas duces tecum and
require the attendance of parties for examination. (L. 1971 S.B. 3 § 67,
A.L. 1994 H.B. 1165)

Effective 7-6-94

1. When the director of the division of finance takes possession
of the property, business and assets of an association, the director may
manage and conduct its business and affairs and collect all money due to
such association, and the director may do such other acts as are
necessary or expedient to collect, conserve or protect the association's
business, property and assets.

2. Unless the director finds either as the result of an examination or
otherwise that the association is in an impaired condition, the director
may while in possession of an association accept additional accounts or
payments to existing accounts with such provisions for preference of the
funds so received, or for segregating or trusteeing such funds or the
assets arising from the investment thereof, or for both, as the director
deems appropriate for the protection of the account holders providing
such funds. The director may pay earnings on accounts at such rate as he
deems appropriate for the protection of the association and its account
holders; and the director may pay the withdrawal value of accounts,
either with or without notice subject to other provisions of sections
369.010 to 369.369 and to such limitations and restrictions, if any, as
the director deems appropriate for the protection of the association and
its account holders.

3. The director may while in possession of an association apply to the
circuit court of the county in which the principal office of the
association is located for an order confirming any action taken by the
director or authorizing the director to do any act or execute any
instrument not expressly authorized. The appropriate order shall be
entered after a hearing on such notice as the court prescribes.

4. The director may also disaffirm any executory contracts including
leases to which the association is a party and disaffirm any partially
executed contracts including leases to the extent that they remain
executory. The disaffirmance shall be made within six months after
obtaining knowledge of the existence of the contract or lease. Claims for
damages resulting from the disaffirmance of an executory contract or
lease by the director may be filed and allowed. No claim of a landlord
for damages resulting from the disaffirmance of an unexpired lease of
real property or under any covenant of such lease shall be allowed in an
amount exceeding the rent reserved by the lease without acceleration for
the year succeeding the date of the surrender of the premises plus the
amount of any unpaid accrued rent without acceleration. Any such claim
must be filed within thirty days of the date of such disaffirmance or
within the time that claims must be filed.

5. If it appears that a reorganization is necessary and feasible, the
director may propose a plan which shall be submitted to the members of a
mutual association or the stockholders of a capital stock association at
a special meeting called by the director. If the plan of reorganization
is approved by a two-thirds majority of the votes cast in person or by
proxy at such meeting, it shall become effective upon the date, terms and
conditions specified therein and the director shall, in accordance
therewith, return the possession of the property, business and assets to
the association. If the association is an insured association, the plan
of reorganization shall be approved by the Federal Deposit Insurance
Corporation or any successor thereto before becoming effective.

6. The director may propose a merger or consolidation with another
association to be carried out in accordance with the provisions of
section 369.079, and in such event the director shall possess all powers
formerly held by the board of directors of the association in the
director's possession.

7. Unless the director is enjoined from further proceedings and directed
to surrender the business, property and assets of an association or
unless such association shall with the consent of the director resume
business or unless the director shall propose a merger or consolidation
of the association, the director shall proceed to liquidate the affairs
of the association as provided in section 369.349. (L. 1971 S.B. 3 § 68,
A.L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L.
1994 H.B. 1165)

Effective 7-6-94

1. When the director of the division of finance determines to
liquidate an association, the director shall file a petition in the
circuit court of the county in which the principal office of the
association is located setting forth the facts. If the court finds that
under the law the director is entitled to liquidate the association, the
court shall thereupon appoint the director as receiver. The director
shall cause an inventory of all the assets of the association to be filed
with the court and shall cause notice to be given by publication, once a
week, for four successive weeks in some newspaper of general circulation
published at or near the principal place of business in the state of such
association to all persons having claims against the association as
creditors, or otherwise, requiring them to present and file their claims
and make legal proof thereof at a place and within a time designated in
such publication. The time shall be not less than six months after the
first publication. Within ten days after the first publication, the
director shall cause a copy of such notice to be mailed to all persons
whose names appear of record upon the association's books as creditors.

2. All claims, demands, or causes of action of creditors against the
association or against any property owned or held by it in trust or
otherwise must be presented to the director in writing, verified by the
claimant or someone on the claimant's behalf, within the period specified
in the notice for the presentation of claims whether or not an action is
pending to enforce any such claim or demand. The director shall not
approve any claim not so presented and any such claim, demand or cause of
action not so presented is forever barred. Upon the expiration of the
time fixed for the presentation of claims, the director shall prepare a
full and complete schedule of all claims presented specifying by classes
those that have been approved and those that have been disapproved and
file the same with the court.

3. Not later than five days after the time of filing the schedule of
claims with the court, written notice shall be mailed to all claimants
whose claims have been rejected. Petition to enforce the payment of or to
establish any rejected claim must be filed in the liquidation proceeding
and service had upon the director within four months from and after the
date of filing of the schedule of claims or all such actions are forever
barred.

4. Any account holder without presenting a claim is entitled to any
liquidating dividends declared, to the extent and in the proper relative
order of priority, on any claim shown by the books of the association to
exist in the account holder's favor against the association.

5. Claims of creditors shall bear interest at the rate provided by law on
judgments from the date the director takes possession of the business,
property and assets of the association.

6. The filing of the petition under subsection 1 operates to stay or
dissolve all actions or attachments instituted or levied within thirty
days next preceding the taking of possession of such association by the
director under section 369.344 or under this section, and pending the
process of liquidation, no attachment or execution shall be levied or
lien created upon any of the property of the association.

7. In liquidating the affairs of the association, the director may:

(1) Take possession of all property and assets, collect all money due to
and claims of the association and give receipt thereof;

(2) Release or reconvey all real or personal property pledged,
hypothecated or transferred in trust as security for loan;

(3) Approve and pay all just and equitable claims;

(4) Commence and prosecute all actions and proceedings necessary to
enforce liquidation;

(5) Compound bad or doubtful debts or claims, borrow money, sell, convey
or transfer real or personal property on order of the court;

(6) In the name of the association, or in the director's own name,
prosecute and defend any suit or other legal proceeding;

(7) In the name of the association, or in the director's own name as
director, execute, acknowledge, and deliver any and all deeds,
assignments, releases and other instruments necessary and proper to
effectuate any sale of real or personal property or other transaction in
connection with the liquidation of the association. Any deed, assignment,
release or other instrument executed pursuant to this section is valid
and effectual for all purposes as though it were executed by the officers
of such association with the authority of its board of directors; and

(8) With the approval of the court, abandon any bad or doubtful debt or
claim on any property of the association.

8. The director may appoint one or more special deputies to assist in the
duties of liquidation and distribution and may also employ such special
legal counsel, accountants and assistants as may be needed and required
and fix their salaries and compensation subject to the approval of the
court. All such salaries and compensation and such reasonable and
necessary expenses as may be incurred in the liquidation shall be paid by
the director from the funds of the association in the director's hands.
Such expenses shall include that part of the salary of the director and
of the director's deputies, examiners, accountants and other assistants
and that part of the general expenses of the director's office as fairly
represent, in the opinion of the director, the proportion properly
attributable to such liquidation.

9. From the net realization of assets, the director, subject to the
approval of the court, shall pay dividends in liquidation to the
creditors in order of preference. All remaining assets of a mutual
association shall be distributed to the account holders in proportion to
the amounts of their respective accounts as of the date liquidation
began. All remaining assets of a capital stock association shall be
distributed to the stockholders in accordance with their stock ownership.

10. Any money due to but unclaimed by any person shall be deposited with
the director. The owner, the owner's heirs or personal representative may
claim any funds so deposited by proof of ownership satisfactory to the
director at any time within ten years. Earnings on such funds during
possession by the director shall be used to defray expenses of the
director's office, and the owner, the owner's* heirs and personal
representatives shall have no claim thereto. Money not so claimed in ten
years shall be delivered to the state treasurer from whom the owner, the
owner's heirs or personal representative may claim such funds upon proof
of ownership satisfactory to the state treasurer.

11. On the payment of a final dividend in liquidation, the director shall
prepare and file with the court a full and final statement of liquidation
including a summary of the receipts and disbursements which shall be
filed with the court and in the office of the director. After hearing and
approval by the court, the liquidation shall be closed. The order of the
court approving the final settlement on liquidation shall provide for the
destruction or other disposition of the books and records of the
association or pertaining to the liquidation of the association, and the
court may declare the association dissolved as a corporation. A copy of
the order dissolving the association as a corporation shall be filed with
the secretary of state. (L. 1971 S.B. 3 § 69, A.L. 1982 S.B. 464, A.L.
1994 H.B. 1165)

Effective 7-6-94

*Word "director's" appears in original rolls.

1. The Federal Deposit Insurance Corporation or any successor
thereto may act without bond as sole or joint receiver or liquidator of
any insured association which has been taken over pursuant to the
provisions of sections 369.010 to 369.369.

2. The director of the division of finance in the event of the taking
over of any insured association may tender to the Federal Deposit
Insurance Corporation or any successor thereto the appointment as sole
receiver or liquidator thereof or as coreceiver or coliquidator jointly
with the director.

3. If the Federal Deposit Insurance Corporation or any successor thereto
accepts the appointment mentioned in subsection 2, it shall equally have
and possess all of the powers and privileges provided by the laws of this
state with respect to the director upon the director's taking possession
of an association and shall be subject to all the duties of the director.
The corporation may make loans on the security of or may bid for purchase
at public or private sale or at any custodian's, receiver's or
liquidator's sale, or may liquidate or sell any part of the assets of the
association of which it is the sole or joint receiver or liquidator. If
the corporation purchases any such assets, it shall bid and pay a fair
and reasonable price.

4. Whenever the Federal Deposit Insurance Corporation or any successor
thereto pays or makes provision for payment of the liabilities of any
insured association, it is subrogated, upon the surrender and transfer to
it of any account insured by it, to all rights of the holder with respect
to such account. The surrender and transfer of the account does not
affect any right which the transferor thereof may have in any portion of
the account which is uninsured or any right to participate in the
distribution of the net proceeds remaining from the distribution of the
assets of the insured association. The rights of the investors in and
creditors of the insured association shall be determined in accordance
with the laws of this state.

5. If such corporation is appointed sole receiver, the director, upon the
director's application, shall be made a party to the proceedings and be
heard on any material matter.

6. No compensation shall be allowed such corporation or its officers,
agents, counsel or employees in connection with such receivership. (L.
1971 S.B. 3 § 70, A.L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B.
670 Revision, A.L. 1994 H.B. 1165)

Effective 7-6-94

No foreign association or foreign holding company shall transact
the business of a savings association within this state, or maintain an
office in this state for the purpose of transacting such business, or
acquire any proprietary interest in or control of or merge, or enter into
any merger agreement, with any association except in accordance with such
rules and regulations as the director of the division of finance shall
promulgate providing for the licensing, admission, qualifications and
operating requirements of foreign associations. No foreign savings
association shall be considered to be doing business in this state by
reason of engaging in the activities set forth in section 362.423, RSMo.
(L. 1971 S.B. 3 § 71, A.L. 1986 S.B. 730, A.L. 1994 H.B. 1165)

Effective 7-6-94

1. Notwithstanding any law to the contrary, foreign associations
which conduct their principal operations in a state adjoining Missouri,
and which are not controlled by a foreign holding company incorporated in
or which conducts its principal operations in a state not adjoining
Missouri, may acquire control of associations in Missouri or may merge
with or acquire control of associations conducting their principal
operations in Missouri, if the adjoining state permits associations which
conduct their principal operations in Missouri to acquire control of
savings and loan associations in such adjoining state, under conditions
which are substantially the same as those imposed by that state on
savings and loan associations conducting their principal operations in
that state except, any savings and loan association or savings and loan
holding company having its principal office in this state, may merge with
or acquire control of, or be merged with or be acquired by, a savings and
loan association or a savings and loan holding company having its
principal office in any other state if the savings and loan association
or savings and loan holding company having its principal office in this
state is conducting business as a savings and loan association or savings
and loan holding company in that state; and any savings and loan
association or savings and loan holding company which has its principal
office outside of this state may continue to conduct business in this
state if they were conducting such business on August 13, 1986.

2. As used in this section, the state in which a savings and loan
association conducts its principal business shall be the state in which
the total deposits are the largest, and the term "control" shall mean
control in any manner of the election of a majority of the directors of a
savings and loan association. (L. 1986 S.B. 730)

Unless federal laws or regulations provide otherwise, federal
savings associations with principal offices located within this state and
the members, stockholders, and deposit account owners thereof shall
possess all of the rights, powers, privileges, benefits, immunities and
exemptions that are now provided or that may be hereafter provided by the
laws of this state for associations organized under the laws of this
state and for the members, stockholders, and account owners thereof and
all such laws shall apply to such associations and the members and
stockholders thereof. This provision is additional and supplemental to
any provision which by specific reference is applicable to federal
savings associations and the members and stockholders thereof. (L. 1971
S.B. 3 § 72, A.L. 1982 S.B. 464)

Effective 4-30-82

When not in direct conflict with or superseded by specific
provisions of this chapter, or other provisions applicable to savings and
loan associations, the provisions of chapter 351, RSMo, shall extend to
associations organized or operated under this chapter. (L. 1982 S.B. 464,
A.L. 1994 H.B. 1165)

Effective 7-6-94

If any statement or certificate which is required by sections
369.010 to 369.369 is false, any person who with knowledge of such
falsity willfully swears to such statement or certificate is guilty of
perjury, and upon conviction thereof shall be punished as provided by
law. (L. 1971 S.B. 3 § 73)

1. Any person requesting association records by subpoena in a
civil court case shall reimburse the association fifteen dollars plus a
fee of thirty-five cents per page for researching the records and copying
or reproduction of such records.

2. If the requesting party provides the association a written affidavit,
signed by all parties to whom the records pertain, granting permission to
release the records at least fourteen days prior to the date scheduled
for a records' deposition, then the association may mail the records to
the requesting party with a business records' affidavit in lieu of an
association officer appearing at a deposition. If an association officer
must appear in court or at a records' deposition in response to a
subpoena, the requesting party shall be responsible for the association's
reasonable expenses incurred for appearing in court or at a deposition.

3. A court may assess as costs against any party the expenses incurred
and paid to an association for records produced or appearances in the
civil action.

4. An association shall have no liability to an account holder for
disclosing records in reliance on an affidavit to it in accordance with
this section. (L. 2000 S.B. 896)

For purposes of this chapter, the following terms mean:

(1) "Association", shall also include a savings bank chartered or
converted pursuant to the provisions of sections 369.670 to 369.714;

(2) "Director", shall refer to the director of the division of finance
unless the context indicates otherwise. (L. 1997 H.B. 257 § 369.400)

1. When authorized by the director, any five or more persons who
associate themselves by written articles of agreement, as provided by
law, for the purpose of establishing a savings bank, may be incorporated
under any name or title designating such business. Such persons may act
on behalf of a holding company.

2. The articles of agreement shall set forth:

(1) The name of the proposed savings bank, which shall not be confusingly
similar to the name of any other existing depository institution;

(2) The address at which such savings bank is to be located;

(3) The amount to be paid in for its capital stock;

(4) The duration of its existence which shall be perpetual;

(5) The purposes of the proposed savings bank;

(6) The number of directors which shall be not more than fifteen nor less
than five, all of whom shall satisfy the qualifications in section
369.109;

(7) The names of the incorporators, who shall be its directors until the
first annual meeting; and

(8) Any other provisions, not inconsistent with law, which the
incorporators may choose to insert. (L. 1997 H.B. 257 § 369.405)

The articles of agreement shall be signed and acknowledged by
the parties to the articles of agreement, and three copies of the
articles shall be filed with the director. If the director finds the
articles to be improperly drawn, the director shall immediately return
the articles to the parties indicating the corrections to be made. If the
director finds the articles to be in proper form, the director shall
return two copies to the parties with an indication that the articles are
approved as to form, and the parties shall immediately have one copy of
the articles recorded in the office of the recorder of deeds in the
county or city in which the savings bank is to be located and return the
recorder's certificate of recording to the director. (L. 1997 H.B. 257 §
369.410)

1. When any savings bank has filed with the director proper
copies of its articles of agreement, paid the incorporation and other
fees in full, and provided the cash, as required by law, the director,
before the savings bank completes its incorporation, shall cause an
examination to be made to determine whether:

(1) The requisite capital of the savings bank has been subscribed in good
faith and paid in actual cash and is ready for use in the transaction of
its business;

(2) The character, responsibility and general fitness of the persons
named in the articles of agreement and any holding company on whose
behalf they are acting are such as to command confidence and warrant
belief that the business of the proposed institution will be conducted
honestly and efficiently in accordance with the intent and purpose of
this chapter; and

(3) The convenience and needs of the community to be served justify and
warrant the opening of the savings bank in the community, and if the
probable volume of business in such community is sufficient to ensure and
maintain the solvency of the new savings bank and the solvency of the
then existing depository institutions in the community.

2. The persons named in the articles of agreement shall be liable for all
expenses incurred in making the examination, including the wages and
other necessary expenses of each examiner making the examination; except
that, if the charter is granted, such incurred expenses may be assumed by
the savings bank so chartered. (L. 1997 H.B. 257 § 369.415)

1. If the director finds that all the provisions of the law have
been complied with, the director shall grant a certificate setting forth
that such savings bank has been duly organized and the amount of its
capital subscribed and paid up in full. The certificate shall designate
the address and location at which the savings bank is authorized to
conduct its business.

2. Such certificate shall be recorded in the office of the recorder of
deeds of the county or city in which the savings bank shall be located,
and the recorded certificate or certified copies of the certificate shall
be accepted in all courts of this state as evidence of its incorporation.
(L. 1997 H.B. 257 § 369.420)

1. The powers of a savings bank shall be limited to those of a
bank or trust company pursuant to chapter 362, RSMo. Where such powers
may be exercised only upon obtaining the approval of the director, the
procedures and standards in chapter 362, RSMo, shall be used in
determining whether a savings bank shall be permitted to exercise such
powers and the savings bank shall be treated for such purposes as if it
were a bank. Any appeal from a decision on such an application shall be
handled as if it were an appeal by a bank pursuant to chapter 362, RSMo.

2. Except where expressly stated otherwise in sections 369.670 to
369.714, a savings bank shall be subject to the provisions of this
chapter pertaining to the organization, operation, examination,
assessment, reorganization, conversion, merger and liquidation of
associations to the same extent as if it were an association. Sections
369.019, 369.024 and 369.034 shall not apply to the incorporation of a
savings bank.

3. For purposes of sections 148.610 to 148.710, RSMo, a savings bank
shall be taxed as if it were a savings and loan association. (L. 1997
H.B. 257 § 369.425)

1. A savings bank may not invest more than forty percent of its
total assets in commercial loans. A commercial loan is a loan for
business, commercial, corporate or agricultural purposes.

2. A savings bank shall maintain at least fifteen percent of its assets
in assets and investments taken from the following categories:

(1) First and second lien residential mortgage loans or foreclosed
residential mortgage loans;

(2) Home improvement loans;

(3) Interim residential construction loans; and

(4) Mortgage-backed securities. (L. 1997 H.B. 257 § 369.430)

1. A savings bank may merge with or convert its charter to that
of a bank pursuant to the provisions of section 369.087, to the same
extent as if it were an association.

2. A savings bank may exercise trust powers upon filing an application
for trust powers and receiving the approval of the director pursuant to
chapter 362, RSMo.

3. The director's powers in sections 361.260 to 361.269, RSMo, and the
procedures described in such sections shall apply to any savings bank and
any director, officer, agent, employee or other person participating in
the conduct of its affairs to the same extent such powers * and
procedures apply to a bank and to any director, officer, agent, employee
or other person participating in the conduct of such bank's affairs. (L.
1997 H.B. 257 § 369.435)

*Words "and powers" appear in original rolls.

A savings bank shall follow the provisions of chapter 361, RSMo,
and chapter 362, RSMo, as if it were a bank organized pursuant to those
chapters for the following:

(1) To apply for and to operate branch offices;

(2) To purchase real estate or organize subsidiary corporations;

(3) To amend its articles of association and bylaws; and

(4) To call and hold meetings of the members or shareholders and
directors and to conduct such meetings. (L. 1997 H.B. 257 § 369.440)

1. Any association or federal association may be converted into
a savings bank pursuant to the laws of the state of Missouri. Such
savings bank shall be located in the city or town in which the converting
association or federal association is located. Such association may,
alone, or with one or more other associations or federal associations, be
consolidated or merged with one or more savings banks under the charter
of a savings bank, upon compliance with applicable federal laws and upon
obtaining the approval of the director.

2. Upon a majority of the board of directors of a federal association
certifying to the director that federal law relating to the conversion,
consolidation or merger has been complied with, the majority of the board
may complete the conversion, consolidation or merger on the part of the
federal association. The rights, if any, of the dissenting shareholders
or members of the federal association shall be determined pursuant to
federal law.

3. In the case of conversion, the majority of the board of directors of
the association or federal association shall proceed as is provided by
law for other individuals in incorporating a savings bank pursuant to the
laws of this state except that the articles of agreement:

(1) May provide that instead of the capital stock having been paid up in
money it is to be paid up in assets of the converting association or
federal association, the net value of which is equal to at least the full
amount of the capital of the proposed resulting savings bank;

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

(3) Shall set out the names and addresses of all persons who are to be
officers of the proposed savings bank; and

(4) In case the converting association is a mutual association, may
provide that the resulting savings bank is a mutual association and is
owned by the account holders.

4. If the director, as the result of an examination and investigation
made of the converting association or federal association 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 corporation will be honestly and efficiently
conducted in accordance with the purpose and intent of the laws of this
state relative to savings banks, the director shall grant the charter. If
the director is not satisfied as to either or both matters, the director
shall immediately give notice thereof to the majority of the board of
directors of the converting association or federal 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 savings bank.

5. Upon the approval of the particular conversion being granted the
director shall execute and deliver to the majority of the board of
directors of the converting association or federal association the
director's certificate setting forth that the savings bank named in the
certificate has been duly organized and is the institution resulting from
the conversion of the association or federal association into the
resulting savings bank, and that the resulting savings bank is and shall
be considered the same business and corporate entity as, and a
continuation of the corporate entity and identity of, the converting
association or federal association. The certificate shall be recorded in
the office of the recorder of deeds of the county or city in which the
resulting savings bank is located and the recorded certificate, or
certified copies of such certificate, shall be accepted in all courts of
this state as evidence of the conversion of the association or federal
association into the resulting savings bank and that the resulting
savings bank is the same business and corporate entity as, and a
continuation of the corporate entity and identity of, the converting
association or federal association.

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

(1) The resulting savings bank and all its stockholders or members,
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 savings bank pursuant to the laws of this state; and

(2) All the rights, franchises and interests of the converting
association or federal association in and to every species of property,
real, personal and mixed, and choses in action belonging to such
association shall be deemed to be transferred to and vested in the
resulting savings bank without any deed or other transfer.

7. In the case of consolidation or merger the same shall be consummated
by each federal association complying with federal laws relating to such
federal association and also by each association or federal association
and each savings bank complying with the provisions of the laws of this
state relating to the consolidation or merger of banks. The rights of
dissenting shareholders of each federal association shall be determined
pursuant to the laws of this state or the United States, as applicable,
and the rights of the dissenting shareholders of each savings bank shall
be determined as provided by the laws of this state in the case of
consolidation or merger of banks. In the case of the consolidation or
merger the resulting savings bank shall be and shall be considered the
same business and corporate entity as, and a continuation of the
corporate entity and identity of, each association or federal association
and each savings bank which is a party to the consolidation or merger.
The provisions of sections 362.610 to 362.810, RSMo, shall apply in the
case of any such consolidation or merger even though one or more of the
parties is an association or federal association or a savings bank
instead of a bank as though each party to the consolidation or merger was
a bank incorporated pursuant to the laws of the state of Missouri. (L.
1997 H.B. 257 § 369.445)

Usa-missouri Law Firm / Lawyers Services Provided in Usa-missouri :

Usa-missouri Divorce Laws, custody, Usa-missouri Corporate Lawyers, Agreement, provident fund, Registered marriage, Court marriage Lawyers, Special/ Foreign marriage, Incorporation of company, Rent, eviction, tenancy, Lease Lawyers, Usa-missouri Labour laws, Appeals, Supreme Court Lawyers, High Court Lawyers, Bail, medical, negligence, Insurance claims/ accidents Lawyer, Usa-missouri Citizenship/ immigration Lawyers, Copyright Laws, Consumer, district Lawyer, State, national, Dowry, Wills & Probate, Trust & Estates Lawyers, Intellectual Property Lawyer, Bankrupt Lawyers, Banking & Finance, Corporate, Private Business Law, Recovery, Joint Venture & Mergers, Consumer, Civil Right Law Usa-missouri, Medical Negligence, Medical Malpractice, legal notice, summons, Income Tax Lawyers, sales, Custom Law, Excise Law, octroi, cess Civil, Criminal Solicitor Usa-missouri, Registration of property, Title search, mutation relationship, Conveyance, Transfer of Property Law, Usa-missouri Property lawyer, deeds, drafts, power of attorney, Recovery, Taxation Laws in Usa-missouri

LEGAL SERVICES

Add Lawyer
Legal Enquiry
Find a Lawyer
Bare Acts / India Codes
Statutes / Code

LAWYER BY LOCATION

India Lawyer
United State Lawyer
UAE Lawyer
Canada Lawyer
Find More...

LAW PRACTICE AREA

Business Law
Employment & Labor Law
Govt. Agencis & Taxtion
Family Law
Real Estate Property Law
Immigration Law

ABOUT HELPLINELAW

About Us
Contact Us
Services
Site Map
Recommend to Friends

This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. Persons accessing this site are encouraged to seek independent counsel for advice in India abroad regarding their individual legal, civil criminal issues or consult one of the experts online.