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

As used in this chapter, the term "director" means the director
of the division of credit unions of the department of economic
development. (L. 1977 H.B. 48, A.L. 1978 S.B. 746)

Any seven persons, residents of the state of Missouri, may apply
to the director of the division of credit unions, for permission to
organize a credit union by signing and acknowledging in triplicate a
certificate of organization and entering into articles of agreement, in
which they shall bind themselves to comply with its requirements and with
all the laws, rules and regulations applicable to credit unions. (RSMo
1939 § 5521, A.L. 1941 p. 331, A.L. 1945 p. 689, A.L. 1945 p. 718, A.
1949 H.B. 2091, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5079

The certificate of organization shall state:

(1) The name of the proposed credit union and the city, town, or village
in which its business office is located;

(2) The names and addresses of the subscribers to the certificate, and
the number of shares subscribed by each;

(3) A statement that organization as a credit union is desired under this
particular law;

(4) The par value of the general shares, which shall not exceed one
hundred dollars;

(5) The par value of membership shares, if any, which shall not be less
than twenty-five nor more than one hundred dollars. (RSMo 1939 § 5521,
A.L. 1941 p. 331, A.L. 1945 p. 689, A.L. 1945 p. 718, A. 1949 H.B. 2091,
A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5079

At the time of filing the certificate with the director of the
division of credit unions, the organizers shall submit, in triplicate,
sets of bylaws with acknowledgment of their adoption by the organizers
which shall provide:

(1) For the annual meeting, which shall take place no later than one
hundred eighty days following the close of the fiscal year, the manner of
notification of meetings and the conduct of the same, the number of
members constituting a quorum and regulations as to voting;

(2) The number of directors, which shall not be less than five, all of
whom must be members, their powers and duties, together with the duties
of officers elected by the board of directors;

(3) The qualifications for membership;

(4) The number of members of the credit committee and of the supervisory
committee, if elected or appointed, which shall not be less than three
each, their terms of office, together with their respective powers and
duties;

(5) The conditions under which shares may be issued, transferred and
withdrawn, loans made and repaid, and the funds otherwise invested;

(6) The charges, if any, which shall be made for failure to meet
obligations punctually, whether or not the credit union shall have the
power to borrow, the method of receipting for money, the manner of
accumulating a reserve fund and determining a dividend. (RSMo 1939 §
5521, A.L. 1941 p. 331, A.L. 1945 p. 689, A.L. 1945 p. 718, A. 1949 H.B.
2091, A.L. 1972 S.B. 502, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5079

1. The director may approve the certificate of organization, if
it is in conformity with this chapter and the bylaws, if satisfied that
the proposed field of operation is favorable to the success of such
credit union and that the standing of the proposed organizers is such as
to give assurance that its affairs will be properly administered.

2. He shall thereupon issue to the proposed organizers a certificate of
approval in triplicate, annexed respectively to the triplicates of the
certificate of organization and of the bylaws. He shall retain one copy,
send the second copy to the credit union, and the third copy, together
with attachments, shall be filed with secretary of state.

3. Thereupon the organizers shall become and be created a corporation
under the name used in the certificate of organization.

4. At the time of the issuance of the certificate, an organization fee of
five dollars shall be paid to the director of revenue.

5. A certificate of organization so issued shall be provisional, and an
examination will be conducted of the credit union after six months, at
division expense, and after one year of operation, to determine that the
credit union is a viable entity meeting minimum standards as set by the
director. If it is found that the credit union has not made satisfactory
progress in meeting minimum standards, the director may revoke the
charter, dissolve the credit union, or merge it with another credit union
as provided in this chapter. (RSMo 1939 § 5521, A.L. 1941 p. 331, A.L.
1945 p. 689, A.L. 1945 p. 718, A. 1949 H.B. 2091, A.L. 1972 S.B. 502,
A.L. 1975 H.B. 227, A.L. 1985 H.B. 469)

Prior revision: 1929 § 5079

Effective 6-11-85

If a credit union changes its place of business within a county,
it shall notify the director promptly of the change of address. A credit
union may change its place of business from one county to another within
this state only with written consent of the director. (RSMo 1939 § 5541,
A.L. 1945 p. 720, A.L. 1959 S.B. 127)

Prior revision: 1929 § 5099

No amendment to the bylaws shall become operative until approved
by the director of the division of credit unions and until a certified
copy has been filed as original bylaws are filed. (RSMo 1939 § 5522, A.L.
1945 p. 718, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5080

1. There is created in the division of credit unions a "Credit
Union Commission" which shall have such powers and duties as are now or
hereafter conferred upon it by law.

2. The commission shall consist of seven members who shall be appointed
by the governor with the advice and consent of the senate. All members
shall be residents of this state, and one of them shall be a member of
the Missouri Bar in good standing. Four other members of the commission
shall be credit union representatives. As used in this section, the term
"credit union representative" shall mean a member of the commission who
has at least five years' experience in this state as an officer, director
or member of a supervisory committee of one or more credit unions and two
members shall be lay members who are not involved in the administration
of a financial institution. Not more than four members of the commission
shall be members of the same political party.

3. Effective March 25, 2005, the first three commissioners appointed, two
of whom shall be credit union representatives, shall have a term expiring
January 1, 2007. The next two commissioners appointed, one of whom shall
be a credit union representative, shall have a term expiring January 1,
2009. The final two commissioners appointed, one of whom shall be a
credit union representative, and all subsequent commissioners shall serve
a six-year term. Members shall serve until their successors are duly
appointed and have qualified. Each member of the credit union 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
one hundred 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 credit unions, or of any three members of
the commission, and may meet at any place in this state. (L. 1998 H.B.
1323, A.L. 2002 H.B. 1921)

The credit union commission shall:

(1) Approve or disapprove each regulation proposed by the director of the
division of credit unions;

(2) Hear and determine any appeal from an order or decision by the
director of the division of credit unions pertaining to the chartering,
relocation, branching or membership of credit unions; and

(3) Consult with and advise the director on matters pertaining to the
organization, operation, and supervision of credit unions. (L. 1998 H.B.
1323)

1. An appeal pursuant to subdivision (2) of section 370.062,
shall be perfected by filing with the director of the division of credit
unions 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 being appealed. 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.

2. The credit union commission shall make rules and regulations,
consistent with applicable law, for the proceedings in connection with
the appeals provided for in subdivision (2) of section 370.062 and
setting forth the criteria the director will apply in determining whether
or not one or more additional groups may be included in the membership of
an existing credit union. The criteria shall include, but is not limited
to, determination of the credit union's capital adequacy, administrative
capability and financial resources to serve the new membership group. 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 chapter 536, RSMo. Any rule or portion of a rule, as that
term is defined in section 536.010, RSMo, that is promulgated under the
authority delegated in this chapter shall become effective only if the
agency has fully complied with all of the requirements of chapter 536,
RSMo, including but not limited to, section 536.028, RSMo, if applicable,
after August 28, 1998. All rulemaking authority delegated prior to August
28, 1998, is of no force and effect and repealed as of August 28, 1998,
however, nothing in this section shall be interpreted to repeal or affect
the validity of any rule adopted or promulgated prior to August 28, 1998.
If the provisions of section 536.028, RSMo, apply, the provisions of this
section are nonseverable and if any of the powers vested with the general
assembly pursuant to section 536.028, RSMo, to review, to delay the
effective date, or to disapprove and annul a rule or portion of a rule
are held unconstitutional or invalid, the purported grant of rulemaking
authority and any rule so proposed and contained in the order of
rulemaking shall be invalid and void, except that nothing in this section
and sections 370.061, 370.062, 370.080, 370.081 and 370.082 shall affect
the validity of any rule adopted and promulgated prior to August 28, 1998.

3. The director of the division of credit unions shall act in accordance
with any order of the credit union commission made pursuant to
subdivision (2) of section 370.062. (L. 1998 H.B. 1323)

A credit union has the following powers:

(1) To receive the savings of its members in payment for shares; and in
addition to membership shares and general shares, there may also be
created various classes of special shares, which special shares,
notwithstanding any other provisions of this chapter, may be issued upon
such terms, rates of interest and conditions as the board of directors
may provide;

(2) To make loans to members;

(3) To deposit its funds and purchase certificates of deposit in state
and national banks;

(4) To invest its funds in securities as provided in this chapter. The
funds of the credit union shall be used first, however, for loans to
members in the way and manner hereinafter provided, and preference shall
be given to the small loan in the event the available funds do not permit
all loans which have been approved by the credit committee;

(5) To purchase, hold and dispose of property, real and personal,
necessary and incidental to its operation. Any property, real or
personal, not used in the business but acquired by way of pledge or
foreclosure in the collection of loans or accounts, may be held by the
credit union, provided any real estate so acquired shall be sold by it
within six years from the date on which it was acquired;

(6) To purchase insurance for the benefit of the credit union and its
members;

(7) To make contracts, sue and be sued;

(8) With the approval of the director of the division of credit unions,
to make loans to other credit unions, in the total amount not exceeding
twenty percent of its capital, surplus and reserve funds;

(9) To provide for such special thrift accounts on such terms and
conditions as the board of directors may determine not inconsistent with
the bylaws;

(10) With the prior approval of the director of the division of credit
unions, to provide to members fiscal and financial services, including
temporary services to bona fide members of other credit unions, and to
exercise such other incidental powers as are granted to general business
corporations organized under the laws of this state, including such
powers as are convenient or useful to enable it to promote and carry on
most effectively its purposes, and all at a fee to be determined by the
board of directors;

(11) To participate with another lender or other lenders in making loans.
Such loans may be made on a secured or unsecured basis upon such terms
and conditions as the board of directors of the credit union shall
authorize;

(12) To purchase from or sell to other lenders or holders of loans any
loan or loan participation interest in loans made by another lender;

(13) To lend, in an amount not to exceed two percent of the shares and
deposits of the credit union, to any credit union association of which
the credit union is a member or any subsidiary of such credit union
association. (RSMo 1939 § 5524, A.L. 1945 p. 689, A. 1949 H.B. 2091, A.L.
1951 p. 289, A.L. 1965 p. 566, A.L. 1967 p. 508, A.L. 1972 S.B. 502, A.L.
1984 H.B. 962, A.L. 1986 H.B. 1193, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5082

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

A credit union may have the following additional powers:

(1) To contract for group insurance plans, approved by the state of
Missouri, on behalf of members electing to participate in such insurance
programs and to charge a fee for providing such services;

(2) To exercise such additional powers, with the approval of the
director, as federally chartered credit unions may be authorized under
federal statutes;

(3) To hold membership in central credit unions whose field of membership
includes credit unions, and to invest funds in shares of corporations to
aid the liquidity of credit unions;

(4) To act as the fiscal or transfer agent of the United States, of any
state, municipality, or political subdivision and in such capacity to
receive and disburse money, to transfer, register and countersign
certificates of stock, bonds and other evidences of indebtedness;

(5) Notwithstanding any other law to the contrary, a credit union may
charge * initial and/or recurring membership fees, provided such fees
have been approved by a majority of the membership in attendance at any
regular or special meeting or by a mail ballot as provided in the credit
union bylaws, after notice of the purpose thereof shall have been mailed
at least seven days and no longer than sixty days prior to the date of
such meeting. Such membership fees shall not be construed as reserve
income but shall be used at the sole discretion of the board of directors
for the benefit of the credit union. (L. 1977 H.B. 48, A.L. 1978 S.B.
746, A.L. 1986 H.B. 1193, A.L. 1991 H.B. 180)

Effective 3-7-91

*Word "an" appears here in original rolls.

All credit unions regulated by this chapter 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)

A credit union may impose fees or service charges on deposit
accounts or similar accounts; however, such fees or service charges are
subject to such conditions or requirements that may be fixed by
regulations pursuant to this chapter by the director of credit union
supervision and the credit union 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. 2003 H.B.
221 § 370.171 merged with S.B. 346 § 370.171)

1. A credit union by action of its board of directors or the
executive committee of the board of directors or an investment committee
of the credit union, if the power has been delegated to either committee,
may invest its funds in any of the following designated securities:

(1) Obligations of the United States of America or securities fully
guaranteed as to principal and interest thereby;

(2) Bonds of the state of Missouri or bonds of any other state in the
union provided that the state has not, within ten years previous to the
making of the investments by the credit union, defaulted in the payment
of any part of either principal or interest thereon;

(3) Bonds of any town, city, county or school district of this state that
has not, within ten years previous to the making of the investment by the
credit union, defaulted in the payment of any part of either principal or
interest thereof provided the town, city, county or school district has
been in existence for a period of at least ten years;

(4) Saving share accounts of federal and state chartered savings and loan
associations holding certificates of insurance from the Federal Savings
and Loan Insurance Corporation;

(5) Shares of other credit unions or credit union associations
incorporated under the laws of this state, or of the United States,
including shares of a credit union financial agency organized under the
laws of this state or of the United States;

(6) Capital stocks of corporations solely and exclusively established to
assist credit union operation in bookkeeping and accounting, consumer
counseling for members and the insuring of member accounts;

(7) Such other securities and in such amounts as may be approved from
time to time by the director of the division of credit unions. Any
securities purchased while so approved may be retained if the approval is
later withdrawn.

2. No investment in any single type of securities specified in this
section, except funds in central credit unions and those securities
specified in subdivision (1) of subsection 1 of this section, shall
exceed twenty-five percent of the capital, surplus, and reserve fund of
the credit union making the investment, nor shall any credit union invest
more than five percent of its capital, surplus, and reserve funds in
capital stocks specified in subdivision (6) of subsection 1 of this
section. (L. 1965 p. 566, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L.
1988 H.B. 1097)

1. The membership shall consist of the organizers and such
persons, societies, associations, copartnerships and corporations as have
been duly elected to membership and have subscribed to one or more
general shares, or one membership share and/or membership fee when
required, and have paid for the same in the whole or in part, with the
entrance fee as required by the bylaws, and have complied with such other
requirements as the certificate of organization may contain.

2. A credit union shall be composed of one or more groups of persons. The
members of each such individual group must share:

(1) A common occupation, association, employer or;

(2) A credit union may include those persons who reside or work in a
well-defined local neighborhood, community or rural district as such
terms are defined by the commission.

3. No individual shall be eligible for membership in a credit union on
the basis of the relationship of such individual to another person who is
eligible for membership in such credit union unless the individual is a
member of the immediate family or household, as such terms are defined by
the commission, of such person. Except as provided in section 370.340,
once a person becomes a member of a credit union in accordance with this
chapter, such person or organization may remain a member of such credit
union until the person or organization chooses to withdraw from the
membership of the credit union.

4. Each credit union may, at the option of the board, create one or more
classes of shares which shall be known as "membership share" representing
the member's ownership interest in the credit union on such terms and
conditions as the board of directors may determine, not inconsistent with
the bylaws, provided that each membership share shall have a par value of
not less than twenty-five nor more than one hundred dollars. A membership
share shall not be pledged as security on any loan.

5. Notwithstanding any other provisions of this chapter to the contrary,
in the event of liquidation of the assets of the credit union, the
membership share shall be at risk, uninsured, and shall be subordinated
to the claims of all nonmembers and participate in the assets of the
credit union after all creditors and holders of all other shares, and the
National Credit Union Administration. (RSMo 1939 § 5525, A.L. 1984 H.B.
962, A.L. 1985 H.B. 469, A.L. 1991 H.B. 180, A.L. 1998 H.B. 1323)

Prior revision: 1929 § 5083

1. A credit union may add to its membership additional groups or
geographic areas that comply with the provisions of subsection 2 of
section 370.080 if the credit union meets the criteria set forth in this
section.

2. Except as provided in subdivisions (1) and (2) of this subsection,
each state chartered credit union shall be subject to limitations on
groups of members that are no less restrictive than those applicable to
federally chartered credit unions under federal laws and regulations, as
such limitations are amended or added from time to time, they shall be
applicable to each state chartered credit union, and in the absence of
federal law or regulation relating to the size of membership groups, only
groups with fewer than three thousand members shall be eligible to be
included in the credit union's field of membership; unless:

(1) Any group which the commission determines, in writing and in
accordance with the guidelines it has set forth, could not feasibly or
reasonably establish a new single common-bond credit union because:

(a) The group lacks sufficient volunteer or other resources to support
the efficient and effective operation of a credit union;

(b) The group does not meet the criteria which the commission has
determined to be important for the likelihood of success in establishing
and maintaining a new credit union;

(c) The group would be unlikely to operate a safe and sound credit union;

(2) Any groups transferred from another credit union in connection with a
merger or consolidation approved by the director of the division of
credit unions or in the director's capacity as conservator or liquidating
agent with respect to such credit unions.

3. Notwithstanding subsection 2 of section 370.080, the director of the
division of credit unions may allow the membership of a credit union
serving groups of occupation, association or employer, to include any
person within a community, neighborhood or rural district, if:

(1) Such an area meets the definition of a low-income or underserved
community as defined by the credit union commission or the National
Credit Union Administration;

(2) A merger or consolidation has been approved by the director of the
division of credit unions which involves any community charter credit
union.

4. The credit union may apply and receive approval from the director of
the division of credit unions to include the proposed new groups or
geographic areas in the credit union's membership. In the case of a new
credit union application, the organizers of such credit union as provided
in subsection 1 of section 370.080 shall specify the membership group
selected as provided in subsection 2 of section 370.080. If an existing
credit union applies for a field of membership expansion, such credit
union shall select either a community group or another group as provided
in subsection 2 of section 370.080 which shall be binding for all future
expansions. Upon receipt of an application from a credit union to include
a new group or new geographic area in its membership, the director of the
division of credit unions shall cause notice of the application to be
published in the Missouri Register. From the date such notice is
published, there shall be a ten-business-day comment period during which
any person or entity desiring to do so may comment on such proposal in
writing. Comments received shall become a part of the credit union's
application file, subject to public inspection and copying. Within ten
days after the comment period ends, the director of the division of
credit unions shall issue a decision either granting or rejecting the
credit union's application and stating the reasons therefor. In addition
to any other requirements required by law or rule, prior to granting the
application, the director of the division of credit unions shall make the
following findings:

(1) The credit union has the immediate ability to serve the additional
group or geographic area; and

(2) The proposed additional group or geographic area meets the
requirements of subsection 2 of section 370.080. The director of the
division of credit unions shall cause the decision, along with the
findings, to be published in the Missouri Register.

5. Within fifteen days after the decision is published in the Missouri
Register, any person or entity claiming to be adversely affected shall
have the right to contest the decision by appealing the decision to the
credit union commission utilizing the procedure as set out in section
370.063. If the commission finds that the decision or the findings of the
director of the division of credit unions was arbitrary and capricious or
not based on evidence in the director's possession, the commission shall
set aside the findings and decision of the director of the division of
credit unions and enter its own findings and decision. Any party who is
aggrieved by a final decision of the commission entered pursuant to this
subsection and who has exhausted all administrative remedies provided by
law may appeal the decision to the circuit court of Cole County.

6. Subject to the restrictions contained in this chapter, the director of
the division of credit unions shall have the authority to approve
applications to amend bylaws regarding credit union membership or to
organize credit unions that include single or multiple groups. (L. 1998
H.B. 1323)

(2003) Appeal to commission is applicable to any person or entity that is
adversely affected, directly, indirectly, and to whatever extent, by the
denial or even the approval of a credit union application. Missouri
Bankers Association v. Director, 126 S.W.3d 360 (Mo.banc).

Notwithstanding any law or court decision to the contrary, all
credit unions shall have the right to continue to include in their field
of membership all persons, groups and geographic areas that were included
or were applied for as of April 1, 1998. (L. 1998 H.B. 1323)

1. Membership shares may, with the approval of the director of
the division of credit unions, be utilized to fulfill required reserves,
operating deficiencies, and satisfy the contractual arrangements of share
insurers or guarantors. Notwithstanding the provisions of subsection 3 of
section 370.340, payment for such shares, upon demand, may be delayed or
withheld without notice, in whole or in part, by order of board of
directors or director of division of credit unions to ensure the safe and
sound operations of the credit union or to fulfill contractual
commitments. When the value of membership shares is impaired, the board
of directors, under the direction of the director of credit unions, shall
immediately revalue membership shares in proportion to the change of the
aggregate value of such shares. The value of membership shares so
affected shall hold constant until such subsequent time as the financial
condition of the credit union causes a revaluation of membership shares
to reflect further impairments or the recovery of prior devaluations as
determined by the board of directors with the approval of the director of
the division of credit unions.

2. A member of a credit union desiring to withdraw from the credit union
or to redeem membership shares must file a written application with the
credit union, in such form and manner as the board of directors may
determine, and as the insurer or guarantor may impose as a condition of
insurance or guarantee.

3. The share balance in the member's membership share account shall be
paid to such member only as funds therefor become available and after
deducting any amounts due the credit union by the member, including any
fees, impaired balance, notes or obligations outstanding, whether mature
or unmatured, or other indebtedness or obligation of that member to the
credit union.

4. The procedures established by the board of directors of the credit
union for the redemption or withdrawal of the membership share shall not
be amended or varied without the written consent of the director of the
division of credit unions.

5. The board of directors may authorize dividends, after provision for
required reserves, to be paid on membership shares. A dividend need not
be paid on membership shares, but if such a dividend is paid, it may, at
the option of the board of directors, be added to the membership share
held by each member, and may not be subject to withdrawal until some
future time to be determined by the board of directors, or upon
termination of membership. (L. 1985 H.B. 469, A.L. 1991 H.B. 180)

Effective 3-7-91

No credit union shall operate in this state until it has filed
with the secretary of state a copy of the certificate of approval issued
to it by the director of the division of credit unions. (RSMo 1969 §
5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091, A.L. 1972
S.B. 502)

Prior revision: 1929 § 5084

1. There is created within the state division of finance, a
supervisor of credit unions who shall have exclusive supervision of all
credit unions operating under the laws of this state and may make
necessary rules and regulations to carry out the provisions of this
chapter.

2. The supervisor of credit unions shall be appointed by the commissioner
of finance to serve at his pleasure.

3. The supervisor of credit unions shall maintain his office at Jefferson
City, Missouri, and shall devote all of his time to the duties of his
office.

4. No person shall be eligible to be appointed to the office unless he
has had at least three years actual practical experience with credit
union operation or unless he has served for the same period of time in
the agency having charge of credit union operation in this or some other
state of the United States, or in the national credit union
administration.

5. The supervisor of credit unions, with the approval of the commissioner
of finance, may appoint a deputy supervisor of credit unions and such
examiners, assistant examiners and other employees and assistants as he
shall deem necessary to properly discharge his duties as supervisor of
credit unions.

6. The actual and necessary traveling and other divisional or office
expenses of the supervisor of credit unions, the deputy supervisor, and
other assistants and employees shall be paid out of the state treasury as
provided by law.

7. The examiners and any person appointed as deputy supervisor shall
possess the qualifications required for the supervisor of credit unions,
except that any person who was, prior to the date of the enactment of
this law, employed by the state division of finance and whose duties
were, at the time of the enactment of this law, principally concerned
with credit unions and had been so concerned for not less than one year
shall be eligible to serve as deputy supervisor or examiner. Appointment
of examiners and assistant examiners shall be so made that, as near as
may be, one-half of their number, respectively, shall be members of the
political party polling the highest number of votes for governor at the
last preceding state election, the remaining one-half shall be members of
the political party polling the next highest number of votes for governor
at the last preceding state election.

8. All persons appointed by the supervisor of credit unions as authorized
herein shall perform the duties required of them by the supervisor of
credit unions, and shall devote all of their time to their official
duties. (RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949
H.B. 2091, A.L. 1959 S.B. 127, A.L. 1967 p. 509, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5084

*Section 620.010 creates a division of credit unions in the department of
economic development and transfers all powers and duties of the state
supervisor of credit unions to the division of credit unions and the
office of the state supervisor of credit unions is abolished.

1. Every credit union organized pursuant to section 370.010 and
operating pursuant to the laws of this state shall pay to the department
of revenue a fee determined by the director based on the total assets of
the credit union as of December thirty-first of the preceding fiscal
year. One-half of the fee shall be paid on or before July fifteenth, and
the balance shall be paid on or before January fifteenth of the next
succeeding year. The maximum fee shall be calculated according to the
following table:

Total Assets Fee Under $2,000,000 . . . . . . . . . . . . . . . . . . .
$0.125 per $1,000

of assets up to a

maximum of $250 $2,000,000 or more but less than $5,000,000 . . . . . . .
. . . . . . . . .$250, plus $1 per

$1,000 of assets in

excess of $2,000,000

$5,000,000 or more but less than $10,000,000 . . . . . . . . . . . . .
$3,250, plus $0.35 per

$1,000 of assets in

excess of $5,000,000 $10,000,000 or more but less than $25,000,000 . . .
. . . . . . . . . $5,000, plus $0.20 per

$1,000 of assets in

excess of $10,000,000 $25,000,000 or more . . . . . . . . . . . . . . . .
$8,000, plus $0.15 per

$1,000 of assets in

excess of $25,000,000.

The shares of one credit union which are owned by another credit union
shall be excluded from the assets of the first credit union for the
purpose of computing the supervisory fee levied pursuant to this section.
All fees assessed shall be accounted for as prepaid expenses on the books
of the credit union.

2. The state treasurer shall credit such payments, including all fees and
charges made pursuant to this chapter to a special fund to be known as
the "Division of Credit Unions Fund", which is hereby created and which
shall be devoted solely and exclusively to the payment of expenditures
actually incurred by the division and attributable to the regulation of
credit unions. Any amount remaining in such fund at the end of any fiscal
year and any earnings attributed to such fund 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 credit unions in such
succeeding fiscal year. In the event two or more credit unions are merged
or consolidated, such excess amounts shall be credited to the surviving
or new credit union.

3. The expense of every regular and every special examination, together
with the expenses of administering the laws pertaining to credit unions,
including salaries, travel expenses, supplies and equipment, credit union
commission expenses of administrative and clerical assistance, legal
costs and any other reasonable expense in the performance of its duties,
and an amount not to exceed fifteen percent of the above-estimated
expenses to pay the actual costs of rent, utilities, other occupancy
expenses and other supporting services furnished by any department,
division or executive office of this state and an amount sufficient to
cover the cost of fringe benefits shall be paid by the credit unions of
this state by the payment of fees yielded by this section.

4. The director of the division of credit unions shall prepare and
maintain an equitable salary schedule for examiners, professional staff,
and support personnel that are employees of the division. Personnel
employed by the division shall be compensated according to the following
schedule, provided that such expense of administering the credit union
laws is assessed and paid in accordance with this section. The positions
and classification plan for such personnel attributed to the examination
of the state credit unions shall allow for a comparison of such positions
with similar examiner positions at federal credit union regulatory
agencies. State credit union examiner positions shall not be compensated
at more than ninety percent parity for corresponding federal positions
for similar geographic locations in the state as determined by the
director of the division of credit unions. (L. 1959 S.B. 127 § 370.109,
A.L. 1967 p. 509, A.L. 1972 S.B. 502, A.L. 1977 H.B. 48, A.L. 1978 S.B.
746, A.L. 1979 S.B. 24, A.L. 1982 H.B. 1099, A.L. 1985 H.B. 469, A.L.
1991 H.B. 516, A.L. 1992 H.B. H.B. 1596, A.L. 1999 S.B. 386, A.L. 2005
H.B. 379)

*This section was amended by both H.B. 379 and S.B. 318 during the First
Regular Session of the 93rd General Assembly, 2005. Due to possible
conflict, both versions are printed here.

1. Every credit union organized pursuant to section 370.010 and
operating pursuant to the laws of this state shall pay to the department
of revenue a fee determined by the director based on the total assets of
the credit union as of December thirty-first of the preceding fiscal
year. One-half of the fee shall be paid on or before July fifteenth, and
the balance shall be paid on or before January fifteenth of the next
succeeding year. The maximum fee shall be calculated according to the
following table:

Total Assets Fee Under $2,000,000 . . . . . . . . . . . . . . . . . . .
.$0.125 per $1,000

of assets up to a

maximum of $250 $2,000,000 or more but less than $5,000,000 . . . . . .
.$250, plus $1 per

$1,000 of assets in

excess of $2,000,000 $5,000,000 or more but less than $10,000,000 . . . .
. . . . . . . . . $3,250, plus $0.35 per

$1,000 of assets in

excess of $5,000,000 $10,000,000 or more but less than $25,000,000 . . .
. . . . . . . . . . $5,000, plus $0.20 per

$1,000 of assets in

excess of $10,000,000 $25,000,000 or more . . . . . . . . . . . . . . . .
$8,000, plus $0.15 per

$1,000 of assets in

excess of $25,000,000.

The shares of one credit union which are owned by another credit union
shall be excluded from the assets of the first credit union for the
purpose of computing the supervisory fee levied pursuant to this section.
All fees assessed shall be accounted for as prepaid expenses on the books
of the credit union.

2. The state treasurer shall credit such payments, including all fees and
charges made pursuant to this chapter to a special fund to be known as
the "Division of Credit Unions Fund", which is hereby created and which
shall be devoted solely and exclusively to the payment of expenditures
actually incurred by the division and attributable to the regulation of
credit unions. Any amount remaining in such fund at the end of any fiscal
year and any earnings attributed to such fund 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 credit unions in such
succeeding fiscal year. In the event two or more credit unions are merged
or consolidated, such excess amounts shall be credited to the surviving
or new credit union.

3. The expense of every regular and every special examination, together
with the expenses of administering the laws pertaining to credit unions,
including salaries, travel expenses, supplies and equipment, credit union
commission expenses of administrative and clerical assistance, legal
costs and any other reasonable expense in the performance of its duties,
and an amount not to exceed fifteen percent of the above-estimated
expenses to pay the actual costs of rent, utilities, other occupancy
expenses and other supporting services furnished by any department,
division or executive office of this state and an amount sufficient to
cover the cost of fringe benefits shall be paid by the credit unions of
this state by the payment of fees yielded by this section.

4. The director of the division of credit unions shall prepare and
maintain an equitable salary schedule for examiners, professional staff,
and support personnel who are employees of the division. Personnel
employed by the division shall be compensated according to this schedule,
provided that such expense of administering the credit union laws is
assessed and paid in accordance with this section. The positions and
classification plan for such personnel attributed to the examination of
the state credit unions shall allow for a comparison of such positions
with similar examiner positions at federal credit union regulatory
agencies. State credit union examiner positions shall not be compensated
more than ninety percent of parity for corresponding federal positions
for similar geographic locations in Missouri as determined by the
director of the division of credit unions. Personnel employed by the
division shall be compensated according to this schedule, provided that
such expense of administering the credit union laws is assessed and paid
in accordance with this section. (L. 1959 S.B. 127 § 370.109, A.L. 1967
p. 509, A.L. 1972 S.B. 502, A.L. 1977 H.B. 48, A.L. 1978 S.B. 746, A.L.
1979 S.B. 24, A.L. 1982 H.B. 1099, A.L. 1985 H.B. 469, A.L. 1991 H.B.
516, A.L. 1992 H.B. 1596, A.L. 1999 S.B. 386, A.L. 2005 S.B. 318)

*This section was amended by both H.B. 379 and S.B. 318 during the First
Regular Session of the 93rd General Assembly, 2005. Due to possible
conflict, both versions are printed here.

1. Each credit union shall make a report of its condition on or
before January thirty-first of each year and at such other times as the
director of the division of credit unions may require.

2. Such reports shall be made on blank forms to be provided by the
director of the division of credit unions and shall be verified under
oath or affirmation of the president and treasurer of the credit union.

3. Any credit union which neglects to make any report when due, or makes
such report that is inaccurate or incomplete, shall forfeit to the state,
payable to the director of revenue, twenty-five dollars for each day of
the first seven days of such neglect and seventy-five dollars for each
additional day thereafter, after the due date of such report or such
subsequent due date established by the director in a notice to the credit
union to correct an inaccurate or incomplete report unless such payments
are excused in whole or in part by the director of the division of credit
unions. (RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949
H.B. 2091, A.L. 1972 S.B. 502, A.L. 1979 S.B. 24, A.L. 1985 H.B. 469)

Prior revision: 1929 § 5084

Effective 6-11-85

1. The director of the division of credit unions, in person or
by his or her agents, shall examine each credit union annually and at
other times as he or she shall direct, and at all times shall have free
access to all books, papers, securities and other sources of information
pertaining to the credit union; except that the division of credit unions
shall examine qualifying credit unions, as determined by the director, at
least once each eighteen calendar months.

2. The director of the division of credit unions and his or her agents
may subpoena and examine witnesses under oath or affirmation, and
documents pertaining to the business of the credit unions.

3. The director of the division of credit unions may accept, in lieu of
making an annual examination of a credit union, an audit report of the
condition of the credit union made by an auditor approved by the director
of the division of credit unions for the purpose of making such credit
union audits, the cost of which audit shall be borne by the credit union.
(RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091,
A.L. 1955 p. 259, A.L. 1959 S.B. 127, A.L. 1972 S.B. 502, A.L. 2002 H.B.
1921)

Prior revision: 1929 § 5084

The director shall send a copy of the proposed final examination
report to the examined credit union within at least thirty days before
the final adoption of the examination report. Such credit union shall be
asked to comment and suggest corrections to the proposed final
examination report. Such comments and suggestions shall be considered by
the director. The director shall maintain on file all comments and
suggested corrections received from a credit union for a proposed final
examination report. (L. 1994 H.B. 1312)

1. If any credit union neglects for fifteen days to make the
required reports or to pay the required charges, including charges for
delay in filing reports, the director shall notify such credit union of
his intention to revoke its certificate of approval.

2. If such neglect or failure continues for an additional fifteen days,
the director may revoke the certificate of approval of such credit union.

3. Whenever the director revokes the certificate of approval of any
credit union, he shall file notice of such revocation with the secretary
of state. (RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949
H.B. 2091)

Prior revision: 1929 § 5084

1. (1) The director may issue cease and desist orders whenever
it appears to him, upon competent and substantial evidence from any
report or examination, that any person:

(a) Is engaging or has engaged in an unsafe or unsound practice in
conducting the business of a credit union;

(b) Is violating or has violated a material provision of any law, rule,
regulation, or any condition imposed in writing by the director or any
written agreement made with the director;

(c) Is about to do the acts prohibited in paragraph (a) or (b) of this
subdivision if, in his opinion, the threat which exists is based upon
reasonable cause.

(2) Before any cease and desist order shall be issued, a copy of the
proposed order, a list of the reasons for such order, and a list of the
specific violations relied upon with such details that the credit union
may readily respond, together with an order to show cause why such cease
and desist order should not be issued, shall be served, either personally
or by certified mail, on the chairman of the board/president, the
supervisory committee, the president/manager of the credit union or any
other concerned person.

2. (1) Upon issuing any order to show cause, the director shall notify
the person named therein that the person is entitled to a public hearing
before the director if a request for a hearing is made in writing to the
director within fifteen days from the date of the service of the order to
show cause why the cease and desist order should not be issued.

(2) The cease and desist order shall be issued fifteen days after the
service of the order to show cause if no request for a public hearing is
made as above provided.

(3) Upon receipt of a request for a hearing, the director shall set a
time and place for the hearing which shall not be less than ten days or
more than thirty days from the receipt of the request, or as otherwise
agreed upon by the parties. Notice of the time and place shall be given
by the director not less than seven days before the hearing.

(4) At the hearing the person may be represented by counsel and shall be
entitled to be advised, at such hearing or no later than seventy-two
hours prior to the hearing upon written request to the director, of the
nature and source of any adverse evidence procured by the director, and
shall be given the opportunity to submit any relevant written or oral
evidence in his behalf to show cause why the cease and desist order
should not be issued. No order shall be later overturned due to a failure
to give prior notice of any information used at the hearing so long as
the director acted in good faith in providing the information.

(5) At the hearing the director or any of his duly appointed agents may
compel the attendance before him, and the director may examine, under
oath, the directors, officers, employees, agents, or any other person in
reference to the condition, affairs, management of the business, or any
matters relating to the credit union. He may administer oaths or
affirmations, and he shall have power to issue subpoenas to compel the
attendance of witnesses, and to issue subpoenas duces tecum to require
and compel the production of records, books, papers, contracts, or other
documents if necessary. Moreover, he shall, upon request of respondents,
issue such subpoenas and subpoenas duces tecum on behalf of the
respondent.

(6) At the conclusion of the hearing, or within fifteen days thereafter,
the director shall issue the cease and desist order as proposed or as
subsequently modified or shall notify the person that no order shall be
issued. Such cease and desist order shall be served on the person either
personally or by certified mail as set out in subdivision (2) of
subsection 1 of this section. Further, upon issuing such cease and desist
order, the director, at his discretion, may supplement such order with a
written statement advising the person that, conditioned upon suitable
actions having been taken to correct the violations or practices set out
in the order and upon competent and substantial evidence of such
corrective actions having been submitted to the director for his
approval, he may rescind the cease and desist order.

(7) The circuit court of Cole County, or the circuit court of the county
in which the principal office of such person is located, shall have
jurisdiction to review any cease and desist order of the director under
provisions of sections 536.100 to 536.150, RSMo; and if any person
against whom an order is issued fails to request judicial review, or if,
after judicial review, the director's cease and desist order is upheld,
the order shall become final.

(8) The commencement of proceedings under subdivision (7) of this section
does not, unless specifically ordered by the court, operate as a stay of
the director's order.

(9) Every hearing in an administrative proceeding shall be public, unless
the director in his discretion grants a request, joined in by all the
respondents, that the hearing be conducted privately.

3. Whenever it shall appear to the director that the violation or
threatened violation or the unsafe or unsound practice or practices
specified in the cease and desist order served upon the person
participating in the conduct of the affairs of such credit union pursuant
to subsection 1 of this section, or that the continuation of such
violation or practice is likely to cause insolvency or substantial
dissipation of the assets or earnings of the credit union or is likely to
seriously weaken the condition of the credit union or otherwise seriously
prejudice the interests of its members and its shareholders, prior to the
completion of the proceedings conducted pursuant to said subsection, the
director may issue a temporary cease and desist order, effective
immediately, requiring the person to cease and desist from any such
violation or practice and take affirmative action to prevent such
insolvency, dissipation, condition or prejudice pending completion of
such proceedings. Such temporary cease and desist order shall remain
effective and enforceable pending the completion of the administrative
proceedings pursuant to such order and until such time as the director
shall dismiss the charges specified in such order, or if a permanent
cease and desist order is issued against the person, until the effective
date of such order. The person may, within fifteen days after having been
served with a temporary cease and desist order, apply to the circuit
court of Cole County, or the circuit court of the county in which the
principal office of such credit union is located, for an order setting
aside, limiting, or suspending the enforcement, operation, or
effectiveness of such cease and desist order.

4. Any person willfully violating any provision of any cease and desist
order of the director of the division of credit unions after it becomes
final, while the same is in force, shall pay a civil penalty of not more
than one hundred dollars per day for each day such violation shall
continue.

5. The term "person" as used in this section shall include either the
singular or plural of any individual, credit union, partnership,
corporation, association or trust, or any other legal entity. (RSMo 1939
§ 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091, A.L. 1967
p. 509, A.L. 1985 H.B. 469)

Prior revision: 1929 § 5084

Effective 6-11-85

1. The director of the division of credit unions may, without
notice, notwithstanding the provisions of section 370.140, suspend the
charter or take possession and control of the assets, business, books and
records and property of every description of any credit union organized
under section 370.010, whenever:

(1) He has revoked the certificate of approval of the credit union;

(2) An examination made by the director or one of his or her deputies or
examiners reveals that such credit union is insolvent, or that its
continuance in business will seriously jeopardize the safety of the
deposits of its members or its creditors;

(3) It has failed to comply with any cease and desist order issued by the
director under the provisions of section 370.140;

(4) It refuses to permit the director to examine its affairs;

(5) The credit union board of directors requests the director to take
possession of the credit union. Thereafter, the director of credit unions
shall make a determination as to whether to return the credit union to
the board of directors, to merge, to consolidate or to liquidate the
credit union as provided in this chapter;

(6) It is conducting its business in an unsafe or unsound manner;

(7) It becomes ineligible for share insurance with the National Credit
Union Administration.

2. The director shall retain possession until such time as he may permit
it to resume business or its affairs are finally liquidated.

3. During the time the director is in possession, he shall have the power
to operate the credit union through the agency of a qualified person,
natural or corporate, who shall act under his supervision, and all
expenses of the operation, including compensation of the agent and the
employees of the agent, shall be paid from the credit union's funds.

4. While in possession, the director may exercise all of the functions
and powers given to credit unions by this chapter or the general laws of
this state, and may exercise them through the designated agent authorized
in the preceding paragraph, and shall bring and defend actions in the
name of the credit union, and do any and all acts and things as are
reasonable and necessary to the conservation of the business, property
and affairs of the credit union, including calling special meetings of
the board of directors, the committees, the members of the credit union,
all of which he may attend.

5. When the director takes possession, the credit union officers shall
convey to him all books, records, and property of every description of
the credit union. Failure of the officers to do so shall be a misdemeanor
and upon conviction shall be punishable by a fine of five hundred dollars
or by confinement in the county jail for a period of thirty days, or by
both the fine and confinement.

6. The director upon taking charge of a credit union shall as soon as
practical ascertain the financial condition thereof by an examination of
its affairs, and in his discretion, an appraisal of its assets.

7. If it shall appear therefrom that the credit union is in a condition
to safely resume business without reorganization, consolidation or
merger, and if any question of alleged violation or charges of unlawful
action or unauthorized conduct of business has been determined, he shall
return the possession, assets and conduct of the business thereof to the
directors and officers.

8. If it appears that a reorganization, merger or consolidation will be
necessary before the credit union can safely resume business and that
such reorganization, merger or consolidation is feasible, he shall
propose a plan and attempt to implement it.

9. If it shall appear that the credit union is not in a condition to
safely resume business and that reorganization, merger or consolidation
is not feasible, he may issue a notice of involuntary liquidation and
appoint a liquidating agent to liquidate the credit union.

10. At any time within thirty days after the director has taken
possession of the business and property of any credit union under this
section, such credit union, with the approval of a majority of its board
of directors, may apply to the circuit court in the judicial district in
which the principal office of such credit union is located, for an order
requiring the director to show cause why the director should not be
enjoined from continuing such possession. The court may, upon good cause
shown, direct the director to refrain from further proceedings and to
surrender such possession of the business and property of the credit
union back to the directors and officers.

11. The powers and authority conferred on the director by this section,
except in case of voluntary surrender, shall be considered as
discretionary and not as mandatory, and so long as the director acts in
good faith in the matter, neither he nor his employees or agents shall be
held liable civilly or criminally or upon their official bonds in any
action taken hereunder or for any failure to act hereunder. (RSMo 1939 §
5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091, A.L. 1967 p.
509, A.L. 1985 H.B. 469, A.L. 1991 H.B. 180)

Prior revision: 1929 § 5084

Effective 3-7-91

1. The director may call a special meeting of the members to
consider and act upon a plan of reorganization; but he may at his option
require the president or secretary to do so. Notice of the meeting shall
be mailed to each member, or posted in a conspicuous place frequented by
the members, at least seven days before the meeting.

2. If the plan of reorganization is approved by a two-thirds majority of
the votes cast at the meeting, it shall become effective upon the date,
terms and conditions specified therein, and the director shall, upon, or
as of, the date, return the possession, assets and conduct of the
business of the credit union to its directors and officers.

3. If a reorganization plan, when submitted to the members as herein
provided, is not approved by the required majority, the director may
issue a notice of involuntary liquidation and appoint a liquidating agent
to liquidate the credit union. (L. 1967 p. 509, A.L. 1985 H.B. 469)

Effective 6-11-85

1. The director or other suitable person, while acting as
temporary or permanent receiver of a credit union, may compromise and
settle, under such general or specific authority as may be granted by
order of the court, any and all debts owing by or claims against the
credit union, and any indebtedness owing to or claims held by the credit
union.

2. The courts may determine the value at which any accounts or shares of
the credit union pledged to it as collateral with loans may be applied in
reduction of the loans.

3. The director, while in charge of a credit union, may receive and
receipt for any property of or money owing to the credit union, and *
release and satisfy any lien securing the payment of any money so owing.
(L. 1967 p. 509)

*Word "to" appears in original rolls.

When the director takes charge of a credit union, all notices or
applications of members for withdrawal of shares theretofore filed shall
thereafter be of no force and effect; and any distribution to members of
capital shall be pro rata to the participation value of their shares. (L.
1967 p. 509)

1. The director may remove any or all the officers, committee
members and directors and either appoint successors or call a meeting of
the members to hold elections, notice of the meeting to be given as
provided in this section for special meetings of the members for
reorganization.

2. Unless removed by the director, the officers, committee members and
directors shall continue in their respective offices until their
successors are elected and qualify. (L. 1967 p. 509)

1. The director may submit to the court for approval,
modification or disapproval any proposed reorganization or merger of the
credit union with another credit union.

2. The court may submit the proposed reorganization or merger to the
members for approval or disapproval; but the action of the members
thereupon shall be only advisory to and not binding upon the court. The
court may direct and cause the director to do any and all things
necessary to finally complete any sale of assets, reorganization or
merger. (L. 1967 p. 509)

The credit union fiscal year shall end at the close of business
on the thirty-first day of December. (RSMo 1939 § 5527, A.L. 1945 p. 689,
A.L. 1979 S.B. 24)

Prior revision: 1929 § 5085

1. Special meetings of the members may be held by order of the
board of directors, or the supervisory committee, and shall be held on
request of ten percent of the members.

2. At all meetings a member shall have but one vote.

3. No member may vote by proxy, but a society, association,
copartnership, or corporation, having membership in a credit union, may
be represented by one person, previously authorized by such society,
association, copartnership or corporation to transact business with the
credit union. The bylaws of a credit union, when approved by the
membership, may provide for mail ballots for the election of officers.

4. By majority vote of those present at any meeting, the members may
decide on any matter of interest to the credit union, amend the bylaws
relating to qualifications for membership, the election or appointment of
the supervisory committee, determine the requirements for a credit
committee and if such committee should be elected or appointed, and
overrule the directors on any matter concerning guidelines for future
plans and objectives, provided the notice of the meeting has stated any
such matter to be considered upon a written request of any member, except
that the members cannot cause the credit union to breach or abrogate any
legally binding obligation or contract previously executed by the board.
(RSMo 1939 § 5527, A.L. 1945 p. 689, A.L. 1972 S.B. 502, A.L. 1982 H.B.
1099, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5085

1. At the annual meeting the members shall elect a board of
directors and, if the bylaws so provide, a credit committee and a
supervisory committee. If the bylaws so provide, a supervisory committee
may be appointed by the board of directors, one of whom may be a director
other than a compensated officer of the board.

2. A credit committee shall be appointed by the board of directors,
unless the bylaws provide for the election of such committee or, in the
alternative, do not provide for such committee and provide for the
appointment by the board of a credit manager.

3. All members of the board and committees and all officers shall be
sworn, and shall hold their several offices for such terms as may be
provided in the bylaws.

4. The oath shall be subscribed by the individual taking it and certified
by the officer before whom it is taken and shall immediately be
transmitted to the director and filed and preserved in his office. (RSMo
1939 § 5528, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5086

1. At the first meeting, and at each first meeting in the fiscal
year, the board of directors shall elect from their own number a
president, vice president, secretary and treasurer. If the bylaws so
provide, the offices of secretary and treasurer may be held by the same
person.

2. Where the credit union bylaws so provide, the board of directors, in
lieu of the officers specified in subsection 1, shall elect from their
own number a chairman of the board of directors, a vice chairman, a
secretary and a treasurer; and further shall designate such
administrative officers including a president of the credit union and a
vice president as the bylaws may provide. In the event the bylaws of a
credit union provide for the designation of officers as provided in this
subsection, where in this chapter there is a reference to a "president"
and "vice president", for such a credit union, the reference shall be
understood to be to "chairman of the board" and "vice chairman of the
board"; and the word "manager" shall be understood to refer to a
"president".

3. The duties of the officers shall be prescribed by the board of
directors unless otherwise specified in the bylaws. (RSMo 1939 § 5529,
A.L. 1982 H.B. 1099, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5087

The board of directors shall have the general management of the
affairs, funds and records of the corporation, and unless they shall be
specifically reserved to the members, it shall be the special duty of the
directors:

(1) To act upon all applications for membership and on the exclusion of
members or the board may delegate to a membership officer the approval of
membership applications, and a record of such officer's approval or
denial of membership shall be available to the board of directors for
inspection, and a person denied membership by such officer may appeal
such denial to the board;

(2) To determine, from time to time, rates of interest which shall be
charged on loans;

(3) To fix the amount of the surety bond which shall be required of each
officer having the custody of funds;

(4) To fix the maximum number of shares which may be held by and the
maximum amount, both secured and unsecured, which may be loaned to any
one member, such limitations to apply alike to all members;

(5) To declare dividends;

(6) To accept and act upon resignations and determine and fill vacancies
on the board of directors, credit committee, and, if the bylaws so
provide, the supervisory committee until the election or appointment of
qualified successors;

(7) To have charge of the investment of funds of the credit union, other
than loans to members, and to perform such other duties as the members
may, from time to time, authorize;

(8) To amend the bylaws except for those provisions in other sections of
this chapter specifically reserved for membership action. (RSMo 1939 §
5529, A.L. 1969 H.B. 117, A.L. 1972 S.B. 502, A.L. 1984 H.B. 962, A.L.
1988 H.B. 1097)

Prior revision: 1929 § 5087

1. No member of the board of directors or of the credit or
supervisory committees shall receive any compensation for his services as
a member of the board or committee.

2. No salary shall be paid any officer or other employee of a credit
union except such as may have been duly approved by the board of
directors. (RSMo 1939 § 5529, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099)

Prior revision: 1929 § 5087

1. The credit committee or credit manager, if authorized, shall
approve every loan or advance made by the credit union to its members.

2. Every application for a loan shall be in the format approved by the
board of directors. The applicant shall state the purpose for which the
loan is desired and the security, if any, offered.

3. Security must be taken for any loan in excess of the limit set by
written policy of the board of directors. Endorsement of a note or
assignment of shares in any credit union shall be deemed security within
the meaning of this section.

4. No loan shall be made unless it has received the majority approval of
the members of the committee present when the loan was considered, which
number shall constitute at least a majority of the committee. However, in
the case of any credit union having total assets in excess of one hundred
thousand dollars, the board of directors may appoint a credit manager.
The credit manager may be delegated authority to act on all or some
applications for loans, reporting monthly thereon to the credit committee
or board of directors, as the case may be.

5. An applicant for a loan may appeal to the directors from the decision
of the credit committee or credit manager, if it is so provided in the
bylaws, and in the way and manner therein provided.

6. Notwithstanding any other provisions in this chapter, the board of
directors may delegate to the treasurer, or manager, the power to make
loans to members provided the amount of any one such loan shall not
exceed one hundred dollars and the period of any such loan shall not
exceed thirty days.

7. The credit committee or, when authorized, a credit manager may approve
in advance, upon its or his own motion or upon application by a member,
an extension of credit, and loans may be granted to such members within
the limits of such extensions of credit. When an extension of credit has
been approved, applications for loans need no further consideration as
long as the aggregate obligation does not exceed the limits of such
extension of credit. The credit committee or, when authorized, the credit
manager shall, at least once a year, review, or cause to be reviewed, all
extensions of credit and any extension of credit shall expire if the
member becomes more than ninety days delinquent in his obligation to the
credit union. (RSMo 1939 § 5530, A.L. 1941 p. 331, A.L. 1945 p. 689, A.L.
1951 p. 287, A.L. 1955 p. 259, A.L. 1965 p. 568, A.L. 1969 H.B. 117, A.L.
1977 H.B. 48, A.L. 1978 S.B. 746, A.L. 1982 H.B. 1099, A.L. 1984 H.B.
962, A.L. 1986 H.B. 1193, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5088

1. The supervisory committee shall make, or cause to be made, an
examination of the affairs of the credit union, at least annually,
including its books and accounts, and shall make or cause to be made a
direct verification of members' share and loan accounts at least every
two years with a reasonable statistical sampling of members accounts
being made in alternate years and shall review the acts of the board of
directors, credit committee and officers, any or all of whom the
supervisory committee may suspend at any time by a majority vote.

2. Within seven days after such suspension, the supervisory committee
shall cause notice to be given the members of a special meeting to take
action on such suspension, the call for the meeting to indicate clearly
its purpose.

3. By a majority vote the committee may call a meeting of the members to
consider any violation of this chapter or of the bylaws, or any practice
of the credit union which, in the opinion of said committee, is unsafe
and unauthorized.

4. During the fiscal year, the supervisory committee shall make or cause
to be made a thorough audit of the receipts, disbursements, income,
assets, and liabilities of the credit union, and shall make a full report
on such audit to the directors. In the event that a credit union has over
one million dollars in assets, an independent audit shall be required in
lieu of the audit by the supervisory committee, and a report on such
audit shall be read at the annual meeting and shall be filed and
preserved with the records of the credit union.

5. The supervisory committee shall fill vacancies in their own number
until the next annual meeting or, if the bylaws so provide, vacancies may
be filled by appointment by the board of directors. (RSMo 1939 § 5531,
A.L. 1955 p. 259, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 1984 H.B.
962, A.L. 1986 H.B. 1193, A.L. 1988 H.B. 1097)

Prior revision: 1929 § 5089

1. As a condition precedent to qualification or entry upon the
discharge of his duties, every person appointed or elected to any
position requiring the receipt, payment of money or other personal
property owned by a credit union or in its custody or control as
collateral or otherwise, shall give a bond with some surety company,
licensed to do business in this state, as surety thereon in such
reasonably adequate sum as the director shall require and approve. The
term "reasonably adequate" as used herein, requires the director to have
reasonable regard for the protection of the accounts and assets of the
credit union. In lieu of individual bonds, the director may accept a
schedule or blanket bond which covers all of the officers and employees
of any credit union whose duties include the receipt, payment or custody
of money or other personal property on behalf of the credit union. All
bonds shall be in the form prescribed by the director.

2. Within forty-five days next after approval of such bonds by the board
of directors, attested copies thereof, with a certificate of their
custodian that the originals are in his possession, shall be filed with
the director. (L. 1959 S.B. 127)

The capital of a credit union shall consist of the outstanding
share balances of the several members thereof. (RSMo 1939 § 5532, A.L.
1945 p. 689)

Prior revision: 1929 § 5090

1. A credit union shall have a lien on all shares, share
certificates, deposits, deposit certificates, share draft and checking
accounts of any member and on the dividends payable thereon, whether
jointly or individually held, for, and to the extent of any obligation of
the member to the credit union, including, but not limited to, any loan
made to the member, any obligation of the member to the credit union as a
comaker, cosigner, guarantor or endorser, or any fee, charge, dues or
fine, of any kind payable by the member to the credit union.

2. Any lien created pursuant to subsection 1 of this section shall be:

(1) A right of the credit union separate from and in addition to any
lien, pledge, security interest or right of set-off the credit union may
have created with the member by agreement or otherwise;

(2) Deemed a perfected lien for all shares on deposit at the credit union
and the credit union may allow the member to withdraw shares without
waiving its lien on any remaining shares.

3. Any share on which a credit union has a lien shall not be subject to
garnishment, or other legal process by a creditor. (RSMo 1939 § 5532,
A.L. 1945 p. 689, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5090

1. A credit union may, upon the resignation or expulsion of a
member, cancel the shares of such member and apply the withdrawal value
of such shares toward the liquidation of the member's indebtedness.

2. Each member shall keep the credit union informed about his current
address. In the event a member fails to do this, a charge may be made to
the member's share account for the actual cost of necessary locator
service in determining such address; provided, however, that such charge
shall not exceed five dollars. The charge shall be made only for amounts
paid to a person or concern normally engaged in providing such service,
and shall be made against the account or accounts of any one member not
more than once in any twelve-month period. (RSMo 1939 § 5532, A.L. 1945
p. 689, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5090

A credit union may charge an entrance fee, as may be provided in
the bylaws which shall, however, not exceed one dollar. Fully paid-up
shares may be transferred to any person upon election to membership, upon
such terms as the bylaws may provide and upon the payment of a transfer
fee which shall not exceed one dollar. (RSMo 1939 § 5532, A.L. 1945 p.
689, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5090

Shares, share certificates, deposits and deposit certificates
may be held in the name of a member in trust for a beneficiary, in the
name of a nonmember in trust for a beneficiary who is a member or in the
name of a trustee of a trust of which a member is grantor, trustee or
beneficiary. Beneficiaries may be a minor or minors. No beneficiary,
trustee or grantor of a trust, unless a member in his own right, shall be
permitted to vote, obtain loans, hold office or be required to pay an
entrance or membership fee. Payment of part or all of such a trust
account to the party in whose name the account is held shall, to the
extent of such payment, discharge the liability of the credit union to
that party and to the beneficiary, and the credit union shall be under no
obligation to see to the application of such payment. In the event of
death of the party in whose name a trust account is held, and if the
credit union has been given no other written notice of the existence or
terms of any trust, account funds and any dividends or interest thereon
shall be paid to the beneficiary. (L. 1984 H.B. 962, A.L. 1994 H.B. 1312)

When shares are issued in the name of any minor, the same shall
be held for the exclusive right and benefit of the minor, and free from
the control or lien of all other persons, except creditors, and shall be
paid, together with dividends thereon, to the person in whose name the
shares shall have been issued, and the receipt or acquittance of the
minor shall be a valid and sufficient release and discharge to the credit
union for the share or any part thereof. (L. 1959 S.B. 127 § 370.282)

1. A credit union may act as trustee or custodian of individual
retirement accounts authorized by federal or state law, pension funds of
self-employed individuals or of a company or organization sponsoring the
credit union, or other similar retirement or pension plans.

2. A credit union may act as trustee or custodian under pension and
profit sharing plans. (L. 1984 H.B. 962)

Shares may be issued in joint tenancy with the right of
survivorship with any person designated by the credit union member, but
no person so designated as joint tenant shall be permitted to vote,
obtain loans or hold office unless he is within the field of membership
and is a qualified member. Any shares so issued and additions thereto of
whatever nature shall be payable by the credit union on the death of the
deceased member to the surviving joint tenant, and the payment and the
receipt or acquittance of the same to said surviving joint tenant shall
be a valid and sufficient release and discharge to the credit union for
all amounts so paid. (L. 1959 S.B. 127 § 370.285)

A credit union shall have the power to borrow from any source,
but the total of such borrowing shall at no time exceed fifty percent of
the capital, surplus and reserve fund of the borrowing credit union.
(RSMo 1939 § 5535, A.L. 1951 p. 288)

Prior revision: 1929 § 5093

1. A credit union may lend to its members at reasonable rates of
interest, which shall not exceed the maximum rate in similar classes
allowed all other lenders under the laws of this state; however, a
minimum interest charge not exceeding one dollar per month shall be
allowable in all cases.

2. A credit union may charge a borrower expenses of making a loan
including title examinations on real estate used as security for a loan,
credit investigations, credit life insurance, and filing and recording
fees by governmental agencies.

3. The board may at the close of a dividend period allocate a portion of
receipts from interest on loans for the purpose of making an interest
refund to members. The refund when made shall be made in proportion to
the interest paid by members during the dividend period. The board may
deny a refund to a member whose loans have been delinquent during the
period. The board may limit the refund to interest from specific classes
of loans and make the interest refund to members whose loans are included
in such classes. (RSMo 1939 § 5534, A.L. 1941 p. 331, A.L. 1972 S.B. 502,
A.L. 1982 H.B. 1099)

Prior revision: 1929 § 5092

CROSS REFERENCE: Uniform interest rates required, Const. Art. III § 44

1. A credit union may lend to its members, as herein provided,
for such purposes and upon such security as the bylaws provide and the
credit committee or credit manager shall approve, provided that no
secured or unsecured loan shall be made in excess of two thousand
dollars, except that if ten percent of the assets of the credit union
exceeds two thousand dollars then the maximum amount of a loan by the
credit union shall be ten percent of its assets, and unsecured loans to
any one member shall not exceed the limitations found in current written
policies of the board of directors.

2. A member who needs funds with which to purchase necessary supplies for
growing crops may receive a loan in installments instead of one sum.

3. A borrower may repay the whole or any part of his loan on any day on
which the office of the credit union is open for the transaction of
business.

4. All loans to directors, credit and supervisory committee members of
the credit union shall comply with all the requirements in this chapter
and the credit union bylaws with respect to loans to other members and
may not be on terms more favorable than those of loans extended to other
member-borrowers except that such loans, other than those secured by
mortgages on primary and secondary borrower-occupied residences,
negotiable securities, licensed motor vehicles, or shares shall not
exceed twenty-five thousand dollars for each official and such loans
shall also be reported at the next regularly scheduled meeting of the
board of directors; and further, all such loans shall be reported to the
director of the division of credit unions annually. (RSMo 1939 § 5536,
A.L. 1945 p. 689, A.L. 1951 p. 287, A.L. 1965 p. 568, A.L. 1969 H.B. 117,
A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 1986 H.B. 1193, A.L. 1988
H.B. 1097, A.L. 1991 H.B. 180, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5094

1. All entrance fees, transfer fees and charges shall, after the
payment of the organization expenses, be known as reserve income, and
shall be added to the reserve fund of the credit union.

2. At the end of each accounting period the gross income shall be
determined. From this amount there shall be set apart to the reserve fund
amounts in accord with the following schedule:

(1) A credit union in operation for more than four years and having
assets of five hundred thousand dollars or more shall set aside:

(a) Ten percent of gross income until the reserve equals four percent of
the outstanding loans to members; and thereafter

(b) Five percent of gross income until the reserve equals six percent of
outstanding loans to members; or

(2) A credit union in operation less than four years or having assets of
less than five hundred thousand dollars shall set aside:

(a) Ten percent of gross income until the reserve equals seven and
one-half percent of outstanding loans to members; and thereafter

(b) Five percent of gross income until the reserve equals ten percent of
outstanding loans to members.

3. As used in this section, "outstanding loans to members" does not
include loans to other credit unions, loans fully secured by a member's
shares, loans made under Title I of the National Housing Act, or loans
made under a federal or state student loan program or another similar
loan program where the loan is guaranteed by an agency of the federal or
state government.

4. The board of directors may increase or, where such fund equals or
exceeds the total reserve required in subsection 2 of this section,
decrease the proportion of gross income to be set aside as the reserve
fund, and may transfer part or all of the undivided earnings to the
reserve fund.

5. The board of directors may establish additional reserves. In addition,
a special reserve for delinquent loans shall be established when required
by regulation of the director of the division of credit unions. (RSMo
1939 § 5537, A.L. 1945 p. 689, A.L. 1967 p. 509, A.L. 1972 S.B. 502, A.L.
1982 H.B. 1099, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5095

1. Notwithstanding any other provisions in this chapter, each
credit union organized under the laws of this state having membership
shares shall maintain a reserve for losses on loans to members in an
amount equal to at least one hundred percent of the average losses on
loans over the five most recent years. The director may, upon application
by a credit union, waive this reserve requirement for any credit union.

2. Each credit union organized under the laws of this state shall
maintain a reserve equal to at least five percent of the membership
shares, to meet contingencies or losses other than losses on loans. The
director may, upon application by a credit union, waive this reserve
requirement for any credit union. (L. 1984 H.B. 962)

The required reserve funds shall be held to meet contingencies
and shall not be distributed to the members except upon dissolution of
the credit union or upon approval of the director. (L. 1984 H.B. 962)

After allocations to required reserves, a credit union may
declare dividends on general shares, membership shares, or both, at the
discretion of its board of directors and as its bylaws provide. (RSMo
1939 § 5538, A.L. 1965 p. 569, A.L. 1969 H.B. 117, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5096

1. At any regularly called meeting the members, by a two-thirds
vote of those present, may expel from the credit union any member thereof.

2. A member may withdraw from a credit union, as herein provided, by
filing a written notice of such intention.

3. The board of directors may expel a member pursuant to a written policy
adopted by it. Any person expelled by the board shall have the right to
request a hearing before the board to reconsider the expulsion.

4. The share balance of an expelled or withdrawing member, with any
dividends credited to his shares to the date of expulsion, or withdrawal,
shall be paid to said member but only as funds therefor become available,
and, after deducting any amounts due to the credit union by said member.
The share balance of an expelled or withdrawing member, with any
dividends credited to his shares, shall be paid to such member, subject
to sixty days' notice, and after deducting any amounts due to the credit
union by said member.

5. Said member, when withdrawing shares, shall have no further right in
said credit union or to any of its benefits, but such expulsion or
withdrawal shall not operate to relieve such member from any remaining
liability to the credit union. (RSMo 1939 § 5539, A.L. 1945 p. 689, A.L.
1994 H.B. 1312)

Prior revision: 1929 § 5097

1. At any meeting called for the purpose, notice of the purpose
being contained in the call, three-fourths of the membership present may
vote to dissolve the credit union and shall thereupon signify their
consent to such dissolution in writing and shall file such consent with
the director of the division of credit unions attested by a majority of
its officers, with a statement of the names and addresses of the
directors and officers duly verified.

2. The director of the division of credit unions shall execute in
duplicate a certificate to the effect that such consent and statement
have been filed and that it appears therefrom that the credit union has
complied with this section.

3. Such duplicate certificate shall be filed by the credit union in the
office of the secretary of state.

4. The director shall then appoint the share insurer or guarantor of the
credit union, or other suitable person or persons, or entities, as
liquidating agent, who shall proceed to liquidate the credit union by
procedures as defined by rules and regulations.

5. The director of the division of credit unions is authorized to
promulgate rules and regulations concerning the dissolution of credit
unions and, upon the termination of such credit union, and upon notice to
the director from his or her appointed liquidating agent, the director of
the division of credit unions shall notify the secretary of state of such
final dissolution.

6. 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.

7. The director of the division of credit unions, with the consent of
another credit union, may transfer the existing membership and related
field of membership of a credit union in dissolution to the second credit
union and the liquidating agent, upon receiving notice of such action,
shall forward its records of the members so to be transferred to the
second credit union.

8. Notwithstanding any other provisions of this section, following a
membership vote to dissolve the credit union, the director of the
division of credit unions, or his or her appointee, may at the request of
the board of directors proceed to bring about an orderly dissolution of
the credit union as provided in subsection 4 of this section. (RSMo 1939
§ 5540, A.L. 1945 p. 720, A.L. 1972 S.B. 502, A.L. 1985 H.B. 469, A.L.
1993 S.B. 52, A.L. 1995 S.B. 3)

Prior revision: 1929 § 5098

1. Any two or more credit unions formed under the laws of the
state of Missouri and any credit union or unions formed under the laws of
the state of Missouri and any credit union formed under the laws of any
other state or of the United States which is formed for the same purpose
for which a credit union might be formed under the laws of this state,
may merge into one of such credit unions.

2. The board of directors of each credit union, by resolution adopted by
a majority vote of the members of the board, shall approve a plan of
merger setting forth:

(1) The names of the credit unions proposing to merge and the name of the
credit union into which they propose to merge, which is hereinafter
designated as the "surviving credit union";

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

(3) The manner and basis of converting the membership shares of each
merging credit union into the membership shares of the surviving credit
union;

(4) A statement of any changes in the articles of agreement and the
bylaws of the surviving credit union to be effected by such merger;

(5) Such other provisions with respect to the proposed merger as are
deemed necessary or desirable. (L. 1955 p. 254, A.L. 1982 H.B. 1099, A.L.
1988 H.B. 1097)

1. Any two or more credit unions organized under the laws of the
state of Missouri, or any credit union organized under the laws of any
other state or of the United States and formed for a purpose for which a
credit union might be formed under the laws of the state of Missouri may
consolidate into a new credit union.

2. The board of directors of each credit union, by resolution adopted by
a majority vote of the members of such board, shall approve a plan of
consolidation setting forth:

(1) The names of the credit unions proposing to consolidate and the name
of the new credit union into which they propose to consolidate, which is
hereinafter designated as the "new credit union";

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

(3) The manner and basis of converting the membership shares, assets and
liabilities of each credit union into membership shares or assets and
liabilities of the new credit union;

(4) With regard to the new credit union, all of the statements required
to be set forth in the articles of agreement and the bylaws for credit
unions;

(5) Such other provisions with regard to the proposed consolidation as
are deemed necessary or desirable. (L. 1955 p. 254, A.L. 1982 H.B. 1099,
A.L. 1988 H.B. 1097)

1. The board of directors of the merging credit union or credit
unions, upon approving the plan of merger or consolidation, shall direct,
by a resolution, that the plan be submitted at a meeting of the members
or shareholders, which may be either an annual or special meeting. Notice
of the meeting shall be given as provided in the bylaws of each credit
union affected, or by letter addressed to the last known address, as
reflected on the books of the credit union, to each member or shareholder
thereof. The notice, whether the meeting is an annual or special meeting,
shall state the place, day, hour, and purpose of the meeting, and a copy
or summary of the plan of merger or plan of consolidation shall be
included in or enclosed with the notice. The board of directors of the
surviving credit union named in any such plan of merger need not submit
the merger plan to its members but shall, instead, ratify such merger
plan according to the procedure stated in section 370.351.

2. In the case of a consolidation, the board of directors of each credit
union party to such plan of consolidation must submit the plan of
consolidation to its members according to the procedure described in
subsection 1 of this section.

3. The director may waive any membership meeting required under
subsections 1 and 2 of this section upon the request of the board of
directors of any of the merging or consolidating credit unions if the
credit union seeking the waiver is in financial difficulty, if its field
of membership is being lost or substantially reduced, or if it has only
limited potential of growth. (L. 1955 p. 254, A.L. 1982 H.B. 1099)

1. At each such meeting, a vote of the members or the
shareholders entitled to vote 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 and voting at the meeting of each of the credit unions, provided
a quorum is present.

2. Upon the approval of the members, articles of merger or consolidation
shall be submitted to the director of the division of credit unions, who
shall approve the same if the merger or consolidation is made in
conformity with the laws of this state and is in the best interest of the
majority of the members thereof. (L. 1955 p. 254, A.L. 1972 S.B. 502,
A.L. 1982 H.B. 1099)

1. Upon approval by the director of the division of credit
unions, articles of merger or articles of consolidation shall be executed
in triplicate, by each credit union, by its president, or a vice
president, and verified by him, and with the corporate seal of each
credit union affixed thereto, attested by its secretary or an assistant
secretary, and shall set forth:

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

(2) The total membership of each credit union;

(3) As to each credit union the number of members voting for and against
the plan, respectively.

2. If the director of the division of credit unions finds that the
articles conform to law, when all required taxes or fees have been paid,
he shall file the same, keeping one copy as a permanent record, forward a
copy to the secretary of state after having issued a certificate of
merger or a certificate of consolidation, and a verified copy of the
certificate, to which he shall affix the other copy of the articles.

3. Upon the issuance of the certificate of merger or the certificate of
consolidation by the director of the division of credit unions, the
merger or consolidation shall be effected.

4. The certificate of merger with a copy of the articles of merger
affixed thereto by the director of the division of credit unions, or the
certificates of consolidation with the copy of the articles of
consolidation and certified copy thereof, with the copy of the articles
of consolidation affixed thereto by the director of the division of
credit unions, shall be returned to the surviving credit union, or new
credit union, as the case may be, or to its representative. (L. 1955 p.
254, A.L. 1972 S.B. 502)

1. If a shareholder of a credit union which is a party to a
merger or consolidation files with such credit union, prior to or at the
meeting of shareholders or members at which the plan of merger or
consolidation is submitted to a vote, a written objection to such a plan
of merger or consolidation, and shall not vote in favor thereof, and the
shareholder within ten days after the merger or consolidation is
effected, makes written demand on the surviving or new credit union for
payment of the fair value of his share as of the day prior to the date on
which the vote was taken approving the merger or consolidation, the
surviving or new credit union shall pay to such shareholder, upon
surrender of his pass book or other record representing the shares, the
fair value thereof as reflected by the books of the company, not
including any goodwill or statutory reserve fund that may be had by the
credit union.

2. The demand shall state the number of shares owned by the dissenting
shareholder.

3. Any shareholder failing to make demand within the ten day period shall
be conclusively presumed to have consented to the merger or
consolidation, and shall be bound by the terms thereof. (L. 1955 p. 254 §
370.357)

When the merger or consolidation has been effected:

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

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

(3) The surviving or new credit union shall have all the rights,
privileges, immunities, and powers, and shall be subject to all the
duties and liabilities of a new credit union;

(4) The surviving or new credit union shall thereupon and thereafter
possess all the rights, privileges, immunities, and franchises of each of
the merging or consolidating credit unions; and all property, real,
personal, and mixed, and all debts due on whatever account, loans, and
all other choses in action, and all and every other interest of or
belonging to or due to each of the credit unions so merged or
consolidated, shall be taken and deemed to be transferred to and vested
in the single credit union, 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 the credit unions, shall not revert or be in any way
impaired by reason of the merger or consolidation;

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

(6) In case of a merger, the articles of agreement and the bylaws of the
surviving credit union 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 statement set forth in the
articles of consolidation, and which are required or permitted to be set
forth in the bylaws of credit unions, shall be deemed to be the articles
of agreement of the new credit union. (L. 1955 p. 254 § 370.356, A.L.
1988 H.B. 1097)

1. A credit union organized under the laws of another state may
apply to the director of the division of credit unions for a certificate
of organization as a credit union under the laws of this state and may be
issued such a certificate by complying with the provisions of this
section.

2. The application shall state:

(1) The name of the credit union and the state or country under the laws
of which it is organized;

(2) The date of its organization and the period of its duration;

(3) The place where its business office will be located in this state;

(4) The names and address of its directors and officers;

(5) A statement of its capital and the amount of its surplus, if any;

(6) Such additional information as may be necessary or appropriate in
order to enable the director of the division of credit unions to
determine whether the credit union should be issued a certificate of
organization.

3. The application shall be executed in triplicate by the credit union by
its president or a vice president and verified by him.

4. There shall be delivered to the director of the division of credit
unions with the application a copy of its certificate of organization in
the state in which it is organized, and all amendments thereto and a copy
of its bylaws and amendments duly authenticated by the proper officer of
the state or country where it was organized. There shall also be
submitted a statement similarly authenticated that the credit union is in
good standing in the state or country.

5. (1) When the application is filed in conformity with the foregoing
sections and the same fee paid to the director of the division of credit
unions as would be paid by applicants for organization of a credit union
in Missouri, the director of the division of credit unions, if he finds
the application is in conformity herewith, may issue a certificate of
organization creating the credit union as a Missouri corporation pending
cancellation of its charter in the state in which it is organized, but
having a duration of ninety days. A copy of the certificate shall be
filed in the office of the secretary of state.

(2) When the director of the division of credit unions receives a
certificate duly authenticated by the proper officer of the state or
country where it was organized that the credit union's charter in that
state has been canceled, then he shall issue a certificate of approval as
provided for in subsection 2 of section 370.040.

(3) Thereafter, the provisions of subsections 2, 3 and 4 of section
370.040 shall be followed in organizing the credit union as a Missouri
corporation.

6. Any credit union organized under the laws of this state and in good
standing may transfer its charter to another state or country by
complying with the following requirements:

(1) The proposition for the transfer shall first be approved by the board
of directors of the credit union and a date set for a vote thereon by the
members. Written notice of the proposition to transfer and of the date of
the members' meeting to vote on the same shall be mailed to each member
at the member's address as it appears on the credit union records, not
more than thirty nor less than seven days prior to the date. Approval of
the proposition to transfer shall be by the affirmative vote of a
majority of the members voting in person or by a written ballot filed
with the credit union secretary on or before the date of the meeting. The
board of directors may prescribe the form of the ballot and the procedure
for its use.

(2) An application for the transfer shall be filed with the director of
the division of credit unions with a statement of the results of the vote
of the meeting verified by the affidavits of the president or vice
president and the secretary of the credit union within ten days after the
date of the meeting.

(3) The transfer of the credit union to another state or country shall be
subject to the approval of the director of the division of credit unions.

(4) After the application and approval, there shall be filed with the
director of the division of credit unions a written certificate duly
authenticated by the official of another state or country in charge of
issuing credit union charters stating that upon cancellation of the
charter of the Missouri credit union it will be organized as a credit
union in the state or country with all of the rights of its members
unimpaired.

(5) When the foregoing provisions are complied with the director of the
division of credit unions may issue a certificate of cancellation of the
credit union charter, a copy of which shall be filed with the secretary
of state. (L. 1967 p. 509, A.L. 1972 S.B. 502)

1. A credit union holding a certificate of organization under
the laws of this state may be converted into a federal credit union under
the laws of the United States by complying with the following
requirements:

(1) The proposition for the conversion shall first be approved, and a
date set for a vote thereon by the members, either at a meeting to be
held on the date or by written ballot to be filed on or before the date,
by a majority of the directors of the state credit union. Written notice
of the proposition and of the date set for the vote shall then be
delivered in person to each member, or mailed to each member at the
address for the member appearing on the records of the credit union, not
more than thirty nor less than seven days prior to the date. Approval of
the proposition for conversion shall be by the affirmative vote of a
majority of the members, in person or in writing.

(2) A statement of the results of the vote, verified by the affidavits of
the president or vice president and the secretary, shall be filed with
the director of the division of credit unions and the secretary of state
within ten days after the vote is taken.

(3) Promptly after the vote is taken and in no event later than ninety
days thereafter, if the proposition for conversion was approved by the
vote, the credit union shall take such action as may be necessary under
the United States law to make it a federal credit union, and within ten
days after receipt of the federal credit union charter there shall be
filed with the secretary of state and the director of the division of
credit unions, a copy of the charter thus issued. Upon filing, the credit
union shall cease to be a state credit union.

(4) Upon ceasing to be a state credit union, the credit union shall no
longer be subject to any of the provisions of this chapter. The successor
federal credit union shall be vested with all of the assets and shall
continue responsible for all the obligations of the state credit union to
the same extent as though the conversion had not taken place.

2. A federal credit union, organized under the laws of the United States,
may be converted into a state credit union by:

(1) Complying with all federal requirements requisite to enabling it to
convert to a state credit union;

(2) Filing with the director of the division of credit unions proof of
the compliance, satisfactory to him; and

(3) Filing with the director of the division of credit unions a
certificate of organization as required by this chapter.

3. When the director of the division of credit unions has been satisfied
that all of these requirements, and all other requirements of this
chapter, have been complied with, he shall approve the organization
certificate, a copy of which shall be filed with the secretary of state.
Upon approval, the federal credit union shall become a state credit union
as of the date it ceases to be a federal credit union. The state credit
union shall be vested with all of the assets and shall continue
responsible for all of the obligations of the federal credit union to the
same extent as though the conversion had not taken place. (L. 1967 p.
509, A.L. 1972 S.B. 502)

The use by any person, copartnership, association or
corporation, except credit unions formed under the provisions of this
chapter or any association composed exclusively of credit unions,
including any service corporation wholly owned by credit unions or an
association of them, of any name or title which contains the words
"credit union" shall be a misdemeanor. (RSMo 1939 § 5523, A.L. 1972 S.B.
502)

Prior revision: 1929 § 5081

1. Every credit union incorporated under this chapter and not
currently insured by the National Credit Union Share Insurance Fund
(NCUSIF) shall, within ninety days of March 7, 1991, make application for
insurance with the NCUSIF. Such application for NCUSIF insurance shall be
filed with the division of credit unions and forwarded to the National
Credit Union Administration. The director may suspend the charter, merge,
liquidate, or take possession of any credit union which fails to comply
with this section or which loses or allows such coverage to lapse. All
newly chartered credit unions shall obtain NCUSIF coverage prior to
commencing business. All credit unions chartered and existing under this
chapter shall maintain their current share insurance during the
conversion process, but if a nonfederal insurer which is providing share
insurance for a credit union in this state discontinues providing such
insurance for the credit union during the period allowed in subsection 2
of this section for the conversion from nonfederal share insurance to
NCUSIF insurance, the credit union cannot be forced to discontinue doing
business in this state during the time period allowed for such conversion
if the credit union is complying with all other provisions of chapter 370
and rules and regulations promulgated by the director of the division of
credit unions and such credit union provides satisfactory evidence to the
director of the division of credit unions that the credit union is making
and has made good faith efforts to acquire NCUSIF share insurance.

2. Every credit union incorporated under this chapter shall obtain a
certificate of insurance from the NCUSIF within twenty-four months of
March 7, 1991. The director may extend, for a period not to exceed twelve
months, the date by which a credit union must secure such certificate
upon satisfactory evidence that the credit union has made and is making
good faith efforts to acquire the coverage. Any credit union that fails
to comply with this subsection shall be liquidated by the director,
unless the director approves the merger or consolidation of a credit
union with an NCUSIF insured credit union.

3. A credit union shall forward a copy of the certificate of insurance to
the director promptly and in no event later than thirty days after
receipt.

4. Every credit union organized under this chapter shall take every
action legally required to maintain NCUSIF insurance coverage in full
force and effect, and shall refrain or desist from taking any action that
is likely to cause termination of NCUSIF insurance coverage. The director
shall order the merger, consolidation or liquidation of any credit union
whose NCUSIF insurance is terminated.

5. This act* shall not apply to any credit union organized pursuant to
section 370.365.

6. When a credit union that has been insured by a nonfederal insurer
converts its share insurance to the National Credit Union Share Insurance
Fund the nonfederal insurer shall immediately return to such credit union
the amount of unearned premiums, paid-in capital contribution and special
assessments that the credit union has paid to such nonfederal insurer,
unless the credit unions, which are members of such nonfederal insurer
subsequent to March 7, 1991, agree otherwise.

7. No bylaw amendment of any nonfederal insurer shall be binding upon any
Missouri credit union unless and until approved by the Missouri division
of credit unions.

8. No special assessment or fee may be imposed upon any Missouri credit
union by any nonfederal insurer unless and until approved by the Missouri
division of credit unions.

9. Nothing in this chapter shall preclude a nonfederal insurer from
issuing private share insurance in this state in amounts in excess of the
basic share insurance required by NCUSIF if the credit union desiring
such insurance is insured and continues to be insured for the basic share
insurance required by NCUSIF. (L. 1991 H.B. 180)

Effective 3-7-91

*"This act" (H.B. 180, 1991) contained numerous sections. Consult
Disposition of Sections table for a definitive listing.

(1993) Where statute may impair contractual obligations of parties and is
retrospective in operation, statute does not violate state or federal
constitution's contract clause because it has significant and legitimate
public purpose to remedy broad general, social or economic problem and
enactment of section was proper exercise of inherent police power of
state. Educational Employees Credit Union v. Mutual Guaranty Corporation,
821 F.Supp. 1294 (E.D. Mo.).

(1995) Where statute requires nonfederal insurers of Missouri credit
unions to return capital contributions and special assessments upon
credit union's withdrawal from membership, statute may violate Contract
Clause, U. S. Const. Art. I, Sec. 10, if other similarly situated credit
union members will be deprived of pro rata protection of basic share
insurance fund. Educational Employees Credit Union v. Mutual Guaranty
Corp., 50 F.3d 1432 (8th Cir.).

1. A "central credit union" is one organized for the primary
purpose of serving other credit unions; except that, where the dollar
amount of shares held by credit unions and associations of credit unions
shall fall below seventy-five percent of the total shareholdings, the
director may suspend the privilege of operating as a central credit union.

2. A central credit union may be chartered in the same manner as are all
other credit unions, except that, the field of membership shall be
limited to credit unions, associations of credit unions and other persons
expressly identified in the bylaws; and further, central credit unions
may invest in the shares of other credit unions including other central
credit unions, may purchase loans from credit unions, may borrow up to
five times its capital, surplus and reserve fund, may lend to each member
no more than twenty-five percent of its assets, and may be required to
insure its deposits only when so ordered by the director.

3. When a central credit union is organized under this section, the
director, in lieu of other fees, shall charge the actual and necessary
costs of examination, not to exceed three thousand dollars, to the
central credit union. (L. 1977 H.B. 48, A.L. 1978 S.B. 746)

1. Upon compliance with any applicable laws of the United States
and upon obtaining the approval of the directors of the division of
finance and the division of credit unions within the department of
economic development, any central credit union organized pursuant to
section 370.365 may be converted under 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 or central credit unions
incorporated under the laws of the United States or any state under the
charter of a bank or trust company incorporated under the laws of this
state; provided, however, that the central credit union and its members
must comply with the procedure, notice and voting requirements of
sections 370.351 to 370.357, and that the approval of the director of
finance shall not be required for transactions not involving a bank or
trust company. 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 under the laws of this state which is engaged in
business at the time of the particular conversion, consolidation or
merger and is not a party thereto.

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

(a) May provide that instead of the capital stock having actually been
paid up in money it is to be paid up in assets of the converting central
credit union, 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 state of
Missouri;

(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
central credit union although as to rights, powers and duties the
proposed resulting institution is a bank or trust company incorporated
under the laws of the state of Missouri;

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

(d) Shall set out the manner as provided in subdivision (1) of section
370.356 in which the ownership interest of the members shall be converted
into stock of the resulting bank or trust company which stock ownership
by the member or shareholder shall be lawful for this sole purpose;
provided, however, that the director of finance may reject any such
application upon a determination that the statutory treatment accorded
the members of the converting central credit union is not fair and
reasonable.

(2) If the director of finance, 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 of finance shall grant the
charter. If the director of finance is not satisfied, the director of
finance shall forthwith give notice thereof to the majority of the board
of directors of the converting central credit union who shall have the
same right of appeal as is provided by the laws of this state in the case
of the proposed incorporators of a new bank or trust company.

(3) Upon the approval of the particular conversion being granted, the
director of finance shall execute and deliver to the majority of the
board of directors of the converting central credit union 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
central credit union 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 central credit union. 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 central credit union 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 central credit union.

(4) When the director of finance has given a certificate as aforesaid:

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

(b) All the rights, franchises, and interests of the converting central
credit union 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 central credit union at the time of its conversion into
the resulting bank or trust company; provided, however, that its
corporate powers shall be limited to those granted to a bank or trust
company under the laws of this state.

3. In the case of consolidation or merger, the same shall be consummated
by each federally chartered central credit union complying with the laws
of the United States relating to the consent of its members, by each
state chartered central credit union complying with sections 370.351 to
370.357 relating to the consent of its members, and also by each bank or
trust company complying with the provisions of the laws of this state
relating to 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
the 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. The rights of dissenting shareholders of the central credit
union shall be determined as provided by section 370.356. 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 central credit union and
each bank or trust company which is a party to the consolidation or
merger. (L. 1996 H.B. 1237)

*Word "identify" appears in original rolls.

The director of the division of credit unions may authorize a
foreign credit union to open an office in Missouri if he finds that the
credit union has insurance of accounts comparable to that required of
Missouri credit unions, the field of membership to be served is not now
being adequately served, the credit union has designated a registered
agent in Missouri, and reciprocal recognition is given by the chartering
state of the credit union to Missouri credit unions. If authorization is
given, the foreign credit union must abide by Missouri limits on loan
interest rates, pay all annual fees on assets held in Missouri as
prescribed by section 370.107, follow all provisions of Missouri law
relating to credit unions, and allow the director to examine its records
and affairs. (L. 1982 H.B. 1099)

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 purchase of shares in any credit union
which is located in this state, has a state charter, and is insured by an
agency of the United States government, or a credit union share guaranty
corporation approved by the director. (L. 1982 H.B. 1099 § 2)

In addition to any other credit union authority, a credit union
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 federal deposit insurance. (L. 2004 S.B. 1093)

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