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| Home > Statutes > Usa Missouri |
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USA Statutes : missouri
Title : BUSINESS AND FINANCIAL INSTITUTIONS
Chapter : Chapter 371 Development Finance Corporations
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The purpose of this chapter is to assist and encourage the
development and advancement of the business prosperity and economic
welfare of the state, to assist and encourage the location of new
industries in this state, and to provide for maximum opportunities for
employment, and to these ends to establish a source of credit not
otherwise available for the promotion, development and conduct of
expanded business activities in the state. (L. 1961 p. 157 § 1)
Any three or more qualified natural persons, all of whom shall
be bona fide residents of this state, who desire to associate themselves
for the purpose of establishing and operating a development finance
corporation may subscribe, acknowledge and file with the director of
finance for approval articles of incorporation as set out in section
371.080. (L. 1961 p. 157 § 2, A.L. 1963 p. 478)
As soon as practicable after the receipt of the proposed
articles of incorporation, the director of finance shall, from the best
sources of information available, ascertain the character and general
fitness of the applicants, their standing in their respective communities
and shall issue his certificate approving the articles of incorporation
and authorizing the applicants to proceed with the organization of the
development finance corporation if he is satisfied
(1) That all the applicants are bona fide residents of the state;
(2) That they have the confidence of their respective communities; and
(3) That the proposed articles of incorporation conform to the provisions
of section 371.080. (L. 1961 p. 157 § 3)
Upon receipt of the certificate of preliminary approval the
applicants may proceed to complete the organization of the development
finance corporation, to obtain subscriptions for and payment of its
capital stock, and do all other things necessarily incidental and
preliminary to its transacting business. (L. 1961 p. 157 § 4)
1. When the applicants have completed the organization of the
proposed development finance corporation, they shall file with the
director of finance a certificate of organization executed by its
president and attested by its secretary and with its seal affixed
thereto, certifying
(1) The names and addresses of all of its subscribers of stock, the
number of shares subscribed and the number of shares fully paid for by
each;
(2) The total number of shares subscribed but not fully paid for;
(3) The total number of shares paid in full;
(4) The name and address of any depositary holding on deposit any funds
of the development finance corporation;
(5) The names and addresses of the officers, directors and members of the
executive committee, if any, of the development finance corporation.
2. The certificate of organization of the applicant shall be accompanied
by
(1) The certificate of any named depositary certifying the amount of
funds on deposit to the credit of the development finance corporation;
(2) Any bylaws or resolutions which have been adopted by the directors of
the corporation. (L. 1961 p. 157 § 5)
1. Immediately upon the filing of the certificate of
organization by the applicants, the director of finance shall submit to
the state banking board the proposed articles of incorporation and the
certificate of organization of the applicants and as soon as practicable
thereafter the state banking board shall direct the director of finance
to issue to the applicants a certificate of incorporation in such form as
it may prescribe, if the board, from the best information available,
determines that
(1) Public convenience and necessity require the development finance
corporation;
(2) The holders of the fully paid stock of the corporation are at least
ten in number;
(3) That not less than two hundred fifty shares of no par value stock
issued at one hundred dollars per share have been subscribed and fully
paid for in cash;
(4) The bylaws and regulations submitted, if any, are in conformity with
the articles of incorporation and the provisions of this chapter and not
in conflict with any law of this state.
2. The director of finance shall return to the applicants one of the
articles of incorporation submitted to him and shall endorse thereon the
issuance by him of the certificate of incorporation. (L. 1961 p. 157 § 6,
A.L. 1963 p. 478)
1. Upon the issuance of the certificate of incorporation by the
director of finance, the corporate existence of the development finance
corporation begins. The certificate of incorporation is conclusive except
as against the state, that all conditions precedent have been complied
with and that the corporation has been incorporated under provisions of
this chapter.
2. A copy of the articles of incorporation, endorsed by the director of
finance, shall be filed for recordation in the office of the recorder of
deeds in the county in which the principal office of the development
finance corporation is located. (L. 1961 p. 157 § 7)
1. The articles of incorporation for a development finance
corporation organized under the provisions of this chapter shall state:
(1) The name of the corporation, which name shall include the words
"Missouri development finance corporation" but shall have in addition a
numerical or other designation so as to distinguish it from any
development finance corporation which may be organized subsequently and
the name shall be such as to distinguish it from any other corporation
organized and existing under the laws of the state of Missouri;
(2) The purpose for which the corporation is formed;
(3) The period of duration of the corporation which may be perpetual or
limited;
(4) The address of its principal office and the name of its agent on whom
process may be served;
(5) The total number of shares of stock which the corporation is
authorized to issue, which number shall not be less than two hundred
fifty shares of no par value, which shall be issued for one hundred
dollars per share in cash;
(6) The number of directors, not less than fifteen, to be elected at the
annual meeting, their terms of office and any provisions desirable for
staggering the terms of office of directors, except that the terms of
office of directors and other matters pertaining to the directors may be
provided in the bylaws of the corporation;
(7) The names and addresses of the incorporators, not less than three,
who will manage the affairs of the corporation until the first meeting of
stockholders and members;
(8) Any provisions, not inconsistent with law, which the incorporators
may choose to insert for the regulation of the business and the conduct
of the affairs of the corporation.
2. It is not necessary to set out in the articles of incorporation any of
the corporate powers enumerated in this chapter. (L. 1961 p. 157 § 8,
A.L. 1963 p. 478)
1. The articles of incorporation may be amended by a majority
vote of the stockholders at any regular meeting or at a special meeting
called for that purpose.
2. Articles of amendment signed by the president or vice president and
attested by the secretary certifying to the amendment and its lawful
adoption shall be executed, acknowledged and filed with the director of
finance and, when approved by the state banking board, recorded with a
certificate of the director of finance approving the articles of
amendment, in the same manner as the original articles of incorporation.
As soon as the director of finance issues his certificate of amendment
the amendment is in effect. (L. 1961 p. 157 § 13, A.L. 1963 p. 478)
1. The first annual meeting shall be held on a date fixed by the
first board of directors and shall be held as soon as practicable after
twenty-five thousand dollars of the capital stock of the corporation has
been paid into its treasury. The first and subsequent annual meetings of
stockholders shall be called as provided in the bylaws of the corporation.
2. At the first annual meeting, and at each annual meeting thereafter,
the directors shall be elected by vote of the stockholders. At all
meetings, annual or special, of stockholders for whatever purpose held,
stockholders shall have one vote for each share of stock owned.
Stockholders shall have the right to vote cumulatively in all elections
of directors. (L. 1961 p. 157 § 9, A.L. 1963 p. 478)
1. The management of the affairs of the corporation shall be
administered by a board of directors. In the first instance, the
directors, not less than nine, shall be elected by the incorporators to
serve until the first annual meeting. Thereafter, the board of directors
shall be composed of not less than fifteen persons who shall be residents
of this state. Each congressional district shall have at least one
director and not more than two directors shall be residents of any one
congressional district.
2. If a vacancy occurs in the board of directors through death,
resignation or otherwise, the remaining directors may elect a qualified
person to fill the vacancy until the next annual meeting of stockholders.
3. The directors shall hold office until their successors are elected and
qualified. (L. 1961 p. 157 § 9, A.L. 1963 p. 478)
1. The members of the corporation shall consist of such
financial institutions as make application for membership in the
corporation and membership becomes effective upon the acceptance of the
application by the board of directors.
2. Financial institutions shall include but are not limited to national
and state banks, trust companies, federal and state savings and loan
associations or corporations, public or private pension or retirement
funds, stock or mutual insurance and surety companies or related
corporations, partnerships, foundations or any other entity engaged in
lending or investing funds.
3. Each member shall lend funds to the corporation pursuant to the
commitment of the member as and when called upon by the corporation to do
so, but the total amount on loan by any members at any one time shall not
exceed the following limit to be determined as of the time it became a
member and shall be annually readjusted in the event of any change in the
base of the loan limit of such member:
(1) National and state banks and trust companies, two percent of capital
and surplus;
(2) Federal and state savings and loan associations or corporations, not
in excess of limits fixed and prescribed by regulations established by
the division of finance;
(3) Stock insurance companies, two percent of capital and surplus;
(4) Surety and casualty companies, two percent of capital and surplus;
(5) Mutual insurance companies, two percent of guaranty fund or of
surplus whichever is applicable;
(6) For all other financial institutions such limits as may be approved
by the board of directors of the corporation.
4. All loan limits shall be established at the thousand dollar nearest to
the amount computed on an actual basis.
5. All cash for funds which members are committed to lend to the
corporation shall be prorated among the members in the same proportion
that the commitment of each bears to the aggregate commitment of all
members.
6. Upon written notice given sixty days in advance, a member of the
corporation may withdraw from membership in the corporation at the
expiration date of such notice and after the expiration date shall be
free of obligations hereunder except those accrued or committed by the
corporation prior to the expiration date.
7. All loans to the corporation by members shall be evidenced by bonds,
debentures, notes or other evidences of indebtedness of the corporation
which shall be freely transferable at all times and which bear interest
at a rate of not less than one-fourth of one percent in excess of the
rate of interest determined by the board of directors to be the prime
rate prevailing at the date of issuance thereof in the city of St. Louis
on unsecured commercial loans.
8. Notwithstanding the provisions of any other law, the capital stock,
notes or other evidences of indebtedness of a corporation established by
this chapter, issued in accordance with and by virtue of this chapter and
the corporation's bylaws, shall be proper investments for the financial
institutions which become members. However, no loan limit established in
this section shall limit the extension of credit or investment by a
financial institution made on a secured or unsecured basis pursuant to
the legal loan limit of the financial institution but the membership
limit shall be deducted from the legal loan limit of the financial
institution when the limits are prescribed by law to determine the net
available legal loan limit of the member financial institution.
9. Any financial institution in subsection 2 of this section may lend
funds on a temporary basis to a corporation with which it has entered
into a credit agreement but the aggregate amount which the corporation is
authorized to borrow pursuant to the provisions of this subsection shall
at no time exceed the sum of the balance at the time available to be
borrowed by the corporation from all member financial institutions and
the amount at the time available to be borrowed by the corporation from
other sources, and each note evidencing the loan shall mature not more
than one year from the date thereof.
10. Except on membership borrowings, nothing contained in this section
shall preclude the corporation and any member thereof from entering into
a separate contract for a rate of interest different than that provided
in this section. (L. 1961 p. 157 § 10, A.L. 1963 p. 478, A.L. 1978 S.B.
657, A.L. 1994 H.B. 1165)
Effective 7-6-94
Each corporation organized under this chapter shall have power
(1) To sue and be sued, complain and defend, in its corporate name;
(2) To have perpetual succession, unless a limited period of duration is
stated in its articles of incorporation;
(3) To adopt a corporate seal and to use it, or a facsimile thereof, as
required by law;
(4) To borrow money and otherwise incur indebtedness for any of the
purposes of the corporation; to issue its bonds, debentures, notes or
other evidences of indebtedness, whether secured or unsecured, therefor;
and to secure the same by mortgage, pledge, deed of trust or other lien
on its property, franchises, rights and privileges of every kind and
nature or any part thereof;
(5) To lend money to, and to guarantee, endorse, or act as surety on the
bonds, notes, contracts or other obligations of, or otherwise assist
financially any person, firm, corporation or association, and to
establish and regulate the terms and conditions with respect to any such
loans or financial assistance and the charges for interest and service
connected therewith;
(6) To purchase, receive, hold, lease, or otherwise acquire, and to sell,
convey, mortgage, lease, pledge, or otherwise dispose of, upon such terms
and conditions as the board of directors may deem advisable, real and
personal property, together with such rights and privileges as may be
incidental and appurtenant thereto and the use thereof, including, but
not restricted to, any real or personal property acquired by the
corporation from time to time in the satisfaction of debts or enforcement
of obligations;
(7) To acquire the goodwill, business, rights, real and personal property
and other assets, or any part thereof, of such persons, firms,
corporations, joint stock companies, associations or trusts as may be in
furtherance of the corporate purposes provided herein, and to assume,
undertake, guarantee or pay the obligations, debts and liabilities of any
such person, firm, corporation, joint stock company, association or
trust; to acquire improved or unimproved real estate for the purpose of
constructing industrial plants or other business establishments thereon
or for the purpose of disposing of such real estate to others for the
construction of industrial plants or other business establishments, and,
in furtherance of the corporate purposes provided herein, to acquire,
construct or reconstruct, alter, repair, maintain, operate, sell, lease
or otherwise dispose of industrial plants or business establishments;
(8) To acquire, subscribe for, own, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the stock, shares, bonds,
debentures, notes or other securities and evidences of interest in, or
indebtedness of, any person, firm, corporation, joint stock company,
association or trust, and, while the owner or holder thereof, to exercise
all the rights, powers and privileges of ownership, including the right
to vote thereon;
(9) To cooperate with and avail itself of the facilities of the division
of commerce and industrial development and similar governmental agencies;
and to cooperate with and assist, and otherwise encourage, local
organizations in the several communities of the state, the purpose of
which shall be the promotion, assistance and development of the business
prosperity and economic welfare of such communities and of this state;
(10) To make any and all contracts necessary or convenient for the
exercise of the powers granted by this chapter;
(11) To elect or appoint officers, agents and employees of the
corporation and to define their duties and fix their compensation;
(12) To conduct its business within or without the state;
(13) To accept gifts or grants of money, service or property, real or
personal;
(14) To do and perform any and all acts and things and to have and
exercise any and all powers as may be necessary or appropriate to effect
the purpose for which the corporation is organized. (L. 1961 p. 157 § 11)
All development finance corporations shall possess all powers
and privileges granted corporations by chapter 351, RSMo, relating to
general business corporations and are subject to all the provisions
thereof except as herein otherwise provided. (L. 1961 p. 157 § 12)
The corporation shall set apart as an earned surplus
seventy-five percent of its net earnings each year until such earned
surplus equals the total of the paid-in capital and paid-in surplus then
outstanding. The earned surplus shall be held in cash or invested in
obligations of the United States government, and shall be kept and used
to meet losses and contingencies of the corporation, and, whenever the
amount of the earned surplus shall become impaired, it shall be built up
again to the required amount in the manner provided for its original
accumulation. Earned surplus not required to be accumulated shall be
available for the payment of such dividends as the board of directors
shall deem expedient. (L. 1961 p. 157 § 14, A.L. 1963 p. 478)
At no time shall the total obligations of the corporation exceed
ten times the amount of paid-in capital and surplus, not including
therein the earned surplus. This limitation shall not apply with respect
to that portion of the corporation's obligations incurred with respect to
assets or investments to the extent that they are secured or covered by
guaranties or by commitments or agreements to take over, or purchase,
made by the United States of America, or by any department, bureau,
agency, board, commission or establishment of the United States including
any corporation, wholly owned, directly or indirectly, by the United
States, pursuant to the authority of an act of Congress heretofore or
hereafter adopted or amended or pursuant to the authority of any
executive order of the President of the United States heretofore or
hereafter made or amended under the authority of any act of Congress,
heretofore or hereafter adopted or amended. (L. 1961 p. 157 § 15, A.L.
1973 S.B. 90)
The corporation shall not deposit any of its funds in any
banking institution unless such institution has been designated as a
depositary by a vote of a majority of the directors, exclusive of any
director who is an officer or director of the depositary so designated.
The corporation shall not receive money on deposit. No loans shall be
made directly or indirectly to any officer of the corporation or to any
firm of which such officer is a member or officer. (L. 1961 p. 157 § 16)
A development finance corporation organized under the provisions
of this chapter shall not lend money when credit is readily available
elsewhere. Before granting a loan, the directors of the corporation shall
endeavor so far as is reasonably possible to ascertain that the first
opportunity to grant the loan has been given to the banks, insurance
companies and to other lending institutions of the state. (L. 1961 p. 157
§ 21)
The corporation shall be subject to the supervision and
examination of the director of finance and the corporation shall pay the
actual expenses of such examination as determined by the director. The
corporation shall make such annual or other reports of its condition to
the director as he may prescribe. (L. 1961 p. 157 § 17)
The holders of capital stock as such shall have no preemptive or
preferential right to purchase or subscribe for any part of the unissued
capital stock of the corporation of any class or for any new issue of
stock of any class, whether now or hereafter authorized or issued, or to
purchase or subscribe for any bonds or other obligations, whether or not
convertible into stock of any class of the corporation, now or hereafter
authorized or issued. (L. 1961 p. 157 § 18)
Interest on bonds, notes or other obligations of a development
finance corporation issued under and in accordance with the provisions of
this chapter is* exempt from all intangible taxes imposed by this state
and all state income taxes. (L. 1961 p. 157 § 19)
*Word "are" appears in original rolls.
All income received by a development finance corporation is
exempt from the taxes imposed on incomes by this state; but this
exemption does not apply to income received by stockholders of the
development finance corporation in the form of dividends or otherwise.
(L. 1961 p. 157 § 20)
1. Whenever a compromise or arrangement or any plan of
reorganization of the corporation is proposed between the corporation and
its creditors, members or shareholders, the circuit court of Cole County
by virtue of its general equity powers may, on application of the
corporation or of any creditor, member or shareholder thereof, or on the
application of any receiver or receivers appointed for the corporation,
order a meeting of such creditors, members or shareholders as the case
may be, as may be affected by the proposed compromise or arrangement or
plan of reorganization, which shall be called in such manner as the court
directs.
2. If, at this meeting, the compromise or arrangement or plan of
reorganization is agreed to by or on behalf of the creditors, if affected
thereby, holding two-thirds in amount of the claims against the
corporation, and by or on behalf of the shareholders, if affected
thereby, holding the majority of each class of capital stock, and by or
on behalf of the members, if affected thereby, holding two-thirds in
amount of the outstanding notes or other interest-bearing obligations of
the corporation provided for in section 371.120, and if such agreement
shall be further evidenced by the written acceptance of the creditors,
shareholders and members duly filed in the court, the compromise or
arrangement or plan of reorganization shall, if approved by the court as
just and equitable, be binding on all the creditors, shareholders or
members, as the case may be, who are affected thereby, and also on this
corporation. All persons who become creditors, shareholders or members of
the corporation are deemed to have become creditors, shareholders or
members subject in all respects to this section, and the same shall be
absolutely binding upon them. For the purposes of this section only,
members are not deemed creditors and shall act under this section as a
separate class. (L. 1961 p. 157 § 22)
1. Any corporation organized under this chapter, after the
payment in full and cancellation of all its bonds and other obligations
issued under the provisions of this chapter, or after the deposit in
trust with the respective trustees designated in any deeds of trust given
to secure the payment of any such obligation of a sum of money sufficient
for the purpose, may dissolve by the vote of a majority of the
stockholders at any regular meeting or at a special meeting called for
that purpose.
2. A certificate of dissolution shall be signed by the president or vice
president and attested by the secretary, certifying to the dissolution
and that they have been authorized by lawful action of the stockholders
to execute and file such certificate. The certificate of dissolution
shall be executed, acknowledged and filed with the director of finance
and, when approved by the state banking board, shall be recorded in the
same manner as the original articles of incorporation. When the director
has endorsed the approval of the state banking board on the certificate
of dissolution the corporation is deemed to be dissolved.
3. The corporation shall, however, continue for the purpose of paying,
satisfying and discharging any other existing liabilities or obligations
and for collecting or liquidating its assets, and doing all other acts
required to adjust and wind up its business and affairs, and may sue and
be sued in its corporate name.
4. Any assets remaining after all liabilities and obligations have been
satisfied shall be distributed pro rata among the stockholders of the
corporation. (L. 1961 p. 157 § 23, A.L. 1963 p. 478)
Notwithstanding any rule at common law or any provision of any
law or any provision in their respective charters, agreements of
association, articles of organization, certificates of incorporation, or
trust indentures:
(1) All domestic corporations organized for the purpose of carrying on
business within this state, including, without implied limitation, any
railroad or transportation corporation, and all trusts, are authorized to
acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of any bonds, securities, or other evidences of
indebtedness created by, or the shares of the capital stock of any
corporation established by this chapter and, while owners of said stock,
to exercise all the rights, powers and privileges of ownership, including
the right to vote thereon, all without the approval of any regulatory
authority of this state;
(2) All banking organizations are hereby authorized to become members of
any corporation established by this chapter and to make loans to any such
corporation as provided herein;
(3) A banking organization which does not become a member of a
corporation established by this chapter shall not acquire any shares of
the capital stock of such corporation;
(4) Each banking organization which becomes a member of a corporation
established by this chapter is authorized to acquire, purchase, hold,
sell, assign, transfer, mortgage, pledge, or otherwise dispose of any
bonds, securities or other evidences of indebtedness issued by such
corporation or the shares of its capital stock and while owners of said
stock to exercise all the rights, powers and privileges of ownership,
including the right to vote thereon, all without the approval of any
regulatory authority of this state; except that the amount of capital
stock of such corporation which may be acquired by any member pursuant to
the authority granted herein shall not exceed ten percent of the loan
limit of such member as provided by law. The amount of capital stock of
such corporation which any member is authorized to acquire pursuant to
the authority granted herein shall be in addition to the amount of
capital stock in corporations which such member may otherwise be
authorized to acquire;
(5) The bonds, securities or other evidences of indebtedness, and shares
of capital stock of a corporation established pursuant to this chapter
shall be exempt from the provisions of chapter 409, RSMo, and all rules
promulgated thereunder. (L. 1961 p. 157 § 24, A.L. 1963 p. 478, A.L. 1978
S.B. 657)
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