Missouri Revised Statutes

Chapter 369
Savings and Loan Associations

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Short title.

369.010. Sections 369.010 to 369.369 may be cited as the "Savings and Loan Law".

(L. 1945 p. 1578 § 2, A. 1949 H.B. 2090, A.L. 1971 S.B. 3 § A)

Definitions.

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

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

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

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

(4) "Board", the state banking and savings and loan board established under chapter 361;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(26) "Withdrawal value", the amount deposited in an account in an association plus earnings credited thereto less lawful deductions therefrom.

(L. 1971 S.B. 3 § 2, A.L. 1982 S.B. 464, A.L. 1986 S.B. 730, A.L. 1994 H.B. 1165, A.L. 2011 H.B. 464)

Incorporation, requirements, procedure, contents of petition, fees.

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

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

3. The petition shall set forth:

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

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

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

4. The articles of incorporation shall set forth:

(1) The name of the proposed association;

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

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

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

(5) The purposes of the proposed association;

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

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

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

5. The incorporators shall submit with their petition such additional statements, exhibits, maps and other data as the director of the division of finance may require, all of which shall be sufficiently detailed and comprehensive to enable the director of the division of finance to pass upon the petition as to the criteria set out in section 369.024.

(L. 1971 S.B. 3 § 3, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Director to approve or deny petition--tentative approval--protest, howfiled--final approval, effect of.

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

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

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

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

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

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

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

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

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

6. If the petition is approved, the director of the division of finance shall, upon receipt of the sworn statement of the chairman of incorporators that the initial savings accounts and the expense fund provided for in sections 369.010 to 369.369 have been paid in full in cash, or, if a capital stock association, all subscriptions for capital stock have been paid in full, certify the approval of the petition in writing to the secretary of state and deliver to the secretary of state the incorporation fee and one copy of the articles of incorporation. From the time of such approval, the association shall be subject to all provisions of sections 369.010 to 369.369 and to supervision and control by the director of the division of finance. The secretary of state shall thereupon issue the certificate of incorporation.

(L. 1971 S.B. 3 § 4, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165, A.L. 2011 H.B. 464)

Perpetual existence, when commenced.

369.029. The corporate existence of an association shall begin on the date the secretary of state issues the certificate of incorporation of the association, and such existence shall be perpetual unless terminated in accordance with the provisions of sections 369.010 to 369.369.

(L. 1971 S.B. 3 § 5)

Incorporation fee, how computed, bond required.

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

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

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

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

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

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

(L. 1971 S.B. 3 § 6, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Expense fund, mutual associations, purpose, amount--contributions, howrepaid--associations exempted, when.

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

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

3. This section shall not apply to an association which has obtained a firm commitment for insurance of its accounts from the Federal Deposit Insurance Corporation or any successor thereof or from any other insurer approved by the director of the division of finance.

(L. 1971 S.B. 3 § 7, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Bylaws, when and how adopted--approval by members.

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

(L. 1971 S.B. 3 § 8, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Name shall include what, exceptions--prohibited words and phrases.

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

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

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

(L. 1971 S.B. 3 § 9, A.L. 1990 H.B. 1456, A.L. 1994 H.B. 1165)

Effective 7-6-94

Office, location of--approval to establish or move, when--closing abranch office, notice.

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

(L. 1971 S.B. 3 § 10, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

Amendment of articles of incorporation, procedure.

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

(L. 1971 S.B. 3 § 11, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Failure to commence business within six months, effect of.

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

(L. 1971 S.B. 3 § 12, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Conversion to federal association, procedure, effect of.

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

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

3. The federal association shall thenceforth be responsible and liable for all the liabilities and obligations of the association, and any claim existing or action or proceeding pending by or against the association may be prosecuted to judgment as if the conversion had not taken place, or the federal association may be substituted in its place. Neither the rights of creditors nor any liens upon the property of the association shall be impaired by the conversion.

(L. 1971 S.B. 3 § 13, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Conversion to state association, procedure, effect of.

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

(L. 1971 S.B. 3 § 14, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Conversion from mutual to capital stockassociation--requirements--rules of division,content--certificate of conversion, issued, when, effect of.

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

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

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

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

(L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1994 H.B. 1165)

Effective 7-6-94

Merger or consolidation, procedure--association may charter interimassociation, when, procedure.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(3) Criteria for approval, organization and operation of an interim association may be established by the director of the division of finance by regulation.

(L. 1971 S.B. 3 § 15, A.L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

Merger, effect of.

369.084. When the merger or consolidation becomes effective:

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

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

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

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

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

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

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

(L. 1971 S.B. 3 § 16)

Savings and loan holding company, defined--subsidiary,defined--registration, examination and regulation by division.

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

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

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

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

(L. 1983 H.B. 570 § 369.085, A.L. 1994 H.B. 1165)

Effective 7-6-94

Association may convert, merge or consolidate with bank or trustcompany--procedure.

369.087. 1. Upon compliance with any applicable laws of the United States and upon obtaining the approval of the director of finance, any association or federal association as defined in section 369.014, having its place of business in this state, may be converted pursuant to the laws of this state into a bank or trust company located in this state, or may be consolidated or merged with one or* more banks or trust companies incorporated pursuant to the laws of this state under the charter of a bank or trust company incorporated pursuant to the laws of this state. The name of the resulting or surviving bank or trust company in the case of conversion, consolidation or merger may be the name of a party to the conversion, consolidation or merger, provided that in no case shall the name contain the word national or federal or be the same as or deceptively similar to the name of any bank or trust company incorporated pursuant to the laws of this state which is engaged in business at the time of the particular conversion, consolidation or merger and is not a party thereto.

2. Upon a majority of the board of directors of any federal association certifying to the director that the laws of the United States relating to the approval of stockholders and members have been complied with, the majority of the board shall have full power and authority to complete the conversion, consolidation or merger on the part of the federal association, provided that the rights of the dissenting shareholders of the federal association shall be determined pursuant to the laws of the United States.

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

(a) May provide that instead of the capital stock having actually been paid up in money, it is to be paid up in assets of the converting association or federal association, the net value of which is equal to at least the full amount of the capital stock of the proposed resulting bank or trust company which capital stock shall be no less than that required by law for a bank or trust company, as the case may be, to be located in the particular city or town in which the converting association or federal association is located;

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

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

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

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

(3) Upon the approval of the particular conversion being granted the director shall execute and deliver to the majority of the board of directors of the converting association or federal association a certificate declaring that the bank or trust company therein named has been duly organized and is the institution resulting from the conversion of the association or federal association into the resulting bank or trust company, and that the resulting bank or trust company is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association. The certificate shall be recorded in the office of the recorder of deeds of the county or city in which the resulting bank or trust company is located and the certificate so recorded, or certified copies thereof, shall be taken in all the courts of this state as evidence of the conversion of the association or federal association into the resulting bank or trust company and that the resulting bank or trust company is the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association;

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

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

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

(c) The resulting bank or trust company by virtue of the conversion and without any order of any court or otherwise shall hold and enjoy the same and all rights of property and interests including, but not limited to, appointments, designations and nominations and all other rights and interests, as trustee, personal representative, conservator, receiver, registrar, assignee and every other fiduciary capacity in the same manner and to the same extent as these rights and interests were held or enjoyed by the converting association or federal association at the time of its conversion into the resulting bank or trust company; provided that, its corporate powers shall be limited to those granted to a bank or trust company pursuant to the laws of this state, and further provided that the association shall have a period of three years in which to divest itself of any nonconforming assets.

4. In the case of consolidation or merger the same shall be consummated by each federal association complying with the laws of the United States relating to the consent of its shareholders or members, and also by each association and each bank or trust company complying with the provisions of the laws of this state relating to the consolidation or merger of banks or trust companies, except that, where the resulting institution is a bank rather than a trust company, the number and qualifications of directors and any requirement that directors shall or may be divided into classes shall be determined as provided by law for banks. The rights of dissenting shareholders of each federal association shall be determined pursuant to the laws of the United States and the rights of the dissenting shareholders of each association or bank or trust company shall be determined as provided by the laws of this state in the case of consolidation or merger of banks or trust companies. In the case of consolidation or merger the resulting bank or trust company shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, each association or federal association and each bank or trust company which is a party to the consolidation or merger, and all provisions of sections 362.610 to 362.810, shall apply in the case of any such consolidation or merger even though one or more of the parties is an association or federal association.

(L. 1996 S.B. 683 § 1)

*Word "of" appears in original rolls.

Dissolution.

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

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

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

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

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

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

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

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

(L. 1971 S.B. 3 § 17, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165, A.L. 1995 H.B. 63, et al.)

Meetings, when, notice, voting.

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

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

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

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

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

6. Except as provided in this chapter all meetings of the stockholders of capital stock associations shall be held as prescribed and shall be governed by the provisions of the general and business corporation law of Missouri.

(L. 1971 S.B. 3 § 18, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 & 45)

Inspection of records, by whom--credit reporting, allowed when.

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

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

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

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

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

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

4. Stockholders in capital stock associations shall have the right to examine as prescribed in section 351.215, but no stockholder or other person shall have the right to inspect the records of account holders or borrowers other than such person's own account except as provided in subsections 1 and 2 of this section.

(L. 1971 S.B. 3 § 19, A.L. 1982 S.B. 464, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

Publication of financial statement.

369.104. Every association shall publish annually, in accordance with regulations promulgated by the director of the division of finance, in a newspaper of general circulation in the county in which its home office is located, and shall deliver to each member of a mutual association and to each stockholder of a capital stock association upon application therefor, a statement of its financial condition in the form prescribed by the director of the division of finance.

(L. 1971 S.B. 3 § 20, A.L. 1978 S.B. 795, A.L. 1982 S.B. 464, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

Directors, election, powers, qualifications, meetings.

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

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

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

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

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

6. If all of the directors severally or collectively consent in writing to any action to be taken by the directors, such consent shall have the same force and effect as a unanimous vote of the directors at a meeting duly held, and may be stated as such in any certificate or document. The secretary shall file such consents with the minutes of the meetings of the board of directors.

(L. 1971 S.B. 3 § 21, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 & 45, A.L. 1989 S.B. 40, A.L. 1990 H.B. 1788, A.L. 1994 H.B. 1165)

Effective 7-6-94

Bonds, who shall have, amount, how and when modified--issuance byfidelity insurance company, requirements, modification of,procedure--reciprocal organization, when and how established.

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

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

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

(L. 1971 S.B. 3 § 22, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

Reimbursement of certain legal costs, when--liability insurance forcertain personnel, who may issue, policy modifications,how--reciprocal organizations, when, annual report.

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

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

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

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

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

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

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

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

(L. 1971 S.B. 3 § 24, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Association records, how kept.

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

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

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

4. In lieu of the original, film, photographic, photostatic or other copies which accurately reproduce all lines and markings on the originals may be retained. Any copy of a record permitted to be kept in lieu of the original shall be admissible in evidence in any proceeding with the same effect as though it were the original.

(L. 1971 S.B. 3 § 25, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Reserve account required.

369.134. Each association shall establish a general reserve account, for the purpose of absorbing losses, and such other reserves as the director of the division of finance may require. The association shall maintain the general reserve account at such amount, make such transfers to the general reserve account, other required reserves, and undivided profits at such times and in such manner as the director of the division of finance shall determine by regulation.

(L. 1971 S.B. 3 § 26, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Emergency rules and regulations, when.

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

(L. 1971 S.B. 3 § 27, A.L. 1994 H.B. 1165)

Effective 7-6-94

Powers of an association.

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

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

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

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

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

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

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

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

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

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

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

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

(12) To service loans and investments for others;

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

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

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

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

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

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

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

(20) To enter into agreements with others to supply data processing services and for the use of data processing equipment owned or controlled by the association.

(L. 1971 S.B. 3 § 28, A.L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165, A.L. 2011 H.B. 464)

Safe deposit boxes, same rights, powers and duties as bank and trustcompanies.

369.145. All associations regulated by this chapter, including federal associations, shall have the same rights, powers and duties, relating to safe deposit boxes, as provided to banks and trust companies in chapter 362.

(L. 1994 H.B. 1312)

Mutual associations--liability and rights of members--rejection orlimitation on memberships.

369.149. The members of a mutual association shall not be responsible for any losses which the association's assets shall not be sufficient to satisfy, and the accounts of members shall not be subject to assessment. Earnings shall be declared in accordance with the provisions of sections 369.010 to 369.369. An association may reject any person as a depositor and may limit from time to time the amounts which may be accepted by the association as deposits.

(L. 1971 S.B. 3 § 29, A.L. 1982 S.B. 464)

Effective 4-30-82

Accounts, who may own--contracts for--evidence of ownership--accountsof disabled person, how handled.

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

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

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

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

5. If an account owner has been adjudicated a disabled person by a court of competent jurisdiction, payments made to such account owner prior to service on the association of a certified copy of such adjudication shall discharge the association to the extent thereof. After service of such notice, withdrawal or pledge on behalf of the disabled person shall be by his conservator.

(L. 1971 S.B. 3 § 30, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 & 45, A.L. 1994 H.B. 1165)

Effective 7-6-94

Fee or service charge authorized.

369.159. An association may impose fees or service charges on accounts; however, such fees or service charges are subject to such conditions or requirements that may be fixed by regulations pursuant to section 369.301 by the director of the division of finance and the board. Notwithstanding any law to the contrary, no such condition or requirement shall be more restrictive than the fees or service charges on deposit accounts or similar accounts permitted any federally chartered depository institution and no contractual fee charged for overdrawing the balance of a deposit account shall be deemed interest.

(L. 1971 S.B. 3 § 31, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165, A.L. 2003 H.B. 221 merged with S.B. 346, A.L. 2011 H.B. 464, A.L. 2015 S.B. 524)

Savings and loan association or savings bank may act as custodian,when.

369.161. In addition to any other banking authority, a savings and loan association or savings bank may act as a custodian for any entity, public or private, and place funds in any other financial institutions, provided such funds are placed in deposits and insured by the Federal Deposit Insurance Corporation.

(L. 2004 S.B. 1093)

Irrevocable life insurance trusts--savings and loan associations maytransfer fiduciary duty, when.

369.162. In addition to any other banking authority, a savings and loan association or a savings bank with authorized trust authority and created under the laws of this state may transfer by assignment, for consideration or no consideration, some or all of its fiduciary obligations that consist only of irrevocable life insurance trusts in the same way as permitted a Missouri bank or trust company under section 362.333.

(L. 2009 H.B. 239 merged with S.B. 277)

Attorney in fact, association may recognize, when.

369.164. An association may continue to recognize the written authority of an attorney in fact to make any addition to and withdrawal from the account of an owner until it receives written notice of the death or adjudication of disability or incapacity of the owner, or of revocation of the attorney's authority. Any payment by the association to an attorney in fact prior to receipt of such notice shall be a complete discharge of the association as to the amount so paid.

(L. 1971 S.B. 3 § 32, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 & 45)

Minors, association may treat as an adult, when.

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

(L. 1971 S.B. 3 § 33, A.L. 1983 H.B. 570)

Joint tenants' accounts, how handled.

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

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

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

4. Any account opened in form to be paid to two persons or the survivor thereof who are husband and wife shall be considered a joint tenancy and not a tenancy by the entirety unless specified otherwise.

(L. 1971 S.B. 3 § 34, A.L. 1983 S.B. 44 & 45 merged with H.B. 570)

State employee compensation deductions authorized for investmentby office of administration.

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

(L. 2004 H.B. 959)

Accounts in trust, how handled.

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

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

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

4. This section, except the first sentence:

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

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

(3) Is enacted for the protection of the association and is not determinative of the rights of persons interested in such account as between themselves.

(L. 1971 S.B. 3 § 35, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 & 45)

Fiduciary accounts, how handled.

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

2. If any fiduciary named in this section opens an account with an association in his own name not followed by the designation of his fiduciary capacity, the association shall treat such an account as the individually owned account of that person regardless of any notice to the contrary.

(L. 1971 S.B. 3 § 36, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 & 45)

Accounts payable to second named person upon death of first namedperson, how handled.

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

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

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

4. Any payment made by an association on an account as described in this section shall be entitled to full credit upon such payment without necessity of determining whether any other person shall have an interest in the account, unless the association shall have been served with process restricting payment on the account in accordance with the terms of such process.

(L. 1983 H.B. 570 § 369.185)

*Word "was" appears in original rolls.

Deposits, form, terms and conditions, regulation of--director,imposition of restrictions and powers on associations, how.

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

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

3. The director of the division of finance is authorized under such rules and regulations as the director may prescribe to impose or grant the same restrictions, limitations, prohibitions, conditions, requirements, duties, liabilities, provisions, authorities, powers, rights, options and discretions concerning deposit associations as are from time to time applicable to federal associations under the laws, rules, regulations, orders and decisions applicable to such federal associations.

(L. 1971 S.B. 3 § 37, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Association may own or control safety vault.

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

(L. 1994 H.B. 1165 § 1)

Effective 7-6-94

Remedies in enforcement of liabilities and right of renters of safedeposit boxes.

369.192. Every association doing a safe deposit business shall be entitled to the following special remedies in enforcing the liabilities and rights of depositories or lessors and of renters or lessees of boxes:

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

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

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

(L. 1994 H.B. 1165 § 2)

Effective 7-6-94

Accounts declared legal investments for fiduciaries.

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

2. Notwithstanding any restrictions or limitations contained in any other law of this state, accounts in any association may be accepted by any agency, department or official of the state of Missouri in any case wherein such agency, department or official acting in its or the person's official capacity requires that securities be deposited with such agency, department or official.

(L. 1971 S.B. 3 § 38, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Earnings of accounts, how determined and distributed.

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

(L. 1971 S.B. 3 § 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

Withdrawal, how, when--failure to pay withdrawal applications, powersof director.

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

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

(L. 1971 S.B. 3 § 41, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Joint renters of safe deposit box--survivor's rights.

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

(L. 1994 H.B. 1165 § 3)

Effective 7-6-94

Death of all lessees of safe deposit box, duties of association.

369.212. 1. In the event the sole lessee or all lessees as joint renters named in the lease agreement covering a safe deposit box rental shall die, the association by contract may accept the following additional duties: The safe deposit box may be opened at any time thereafter, in the presence of persons claiming to be interested in the contents thereof, by two employees of the association, one of whom shall be an officer of the association; and such employees may remove all instruments of a testamentary nature and deposit the same with the probate divisions of the circuit court, taking its receipt therefor, and such employees in their discretion may deliver life insurance policies therein contained to the beneficiaries named in such policies, and any deed to a cemetery lot and any burial instructions found therein to the appropriate parties; and such lease shall state that the association retains the right to open the safe deposit box on the death of any lessee, including joint renters. When a safe deposit box is opened as authorized in this subsection, the contents not specifically authorized for removal shall remain in the box leased to joint renters. The remaining contents of all other safe deposit boxes so opened shall be kept and retained by the association and shall be delivered only to the parties legally entitled to the same. In the event no person claims to be interested in the contents of a box within sixty days after the death of the lessee, the association may open the box by forcible entry and remove the contents and dispose of the same in accordance with the procedures specified in section 369.211.

2. Upon the death of any lessee of a safe deposit box and upon request of the probate division of the circuit court, the association shall reply to such request and inform such official if the designated person was the lessee of a safe deposit box at the time of death.

(L. 1994 H.B. 1165 § 4)

Effective 7-6-94

Redemption of accounts, how and when, effect of.

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

2. Earnings and all rights of the owner of any account called for redemption, except the right to receive the redemption price, cease after the date fixed for redemption if the notice of intended redemption is given as required by this section and if funds are available for the redemption on such date.

(L. 1971 S.B. 3 § 42, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

Approved investments.

369.219. An association may invest in the following securities:

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

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

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

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

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

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

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

(L. 1971 S.B. 3 § 43, A.L. 1983 H.B. 570, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165, A.L. 2000 S.B. 896)

CROSS REFERENCE:

Multinational banks, securities and obligations of, investment in, when, 409.950

Association to maintain liquid assets--minimum percentage, how set.

369.224. Every association is required to maintain liquid assets in an amount not less than a minimum percentage established by the director of the division of finance.

(L. 1971 S.B. 3 § 44, A.L. 1983 H.B. 570, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165)

Effective 7-6-94

Approved transactions and loans.

369.229. 1. Every association may:

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

(2) Make loans of any type or kind, approved by the director of the division of finance, secured by mortgage or deed of trust constituting a first lien on real estate as defined in section 442.010, or a leasehold interest therein and having an unexpired term of at least five years or some term in excess of five years as may be fixed by regulation of the director of the division of finance;

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

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

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

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

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

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

(2) Make loans for the purpose of repair, improvement, rehabilitation, furnishing or equipping real estate as defined in section 442.010;

(3) Make loans, and purchase obligations representing loans, for the purpose of mobile home financing, including development, holding and leasing of mobile home parks or sites, provided that, for purposes of this section mobile home includes a manufactured home as defined in section 700.010;

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

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

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

(7) Make such other loans secured or unsecured as the director of the division of finance by regulation may permit.

(L. 1971 S.B. 3 § 45, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165, A.L. 2010 S.B. 630)

Effective 3-01-11

Preference given association holding first lien.

369.234. An association may:

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

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

(3) Make any further advances or loans for any purpose to the extent authorized by the deed of trust evidencing the first lien on the property.

(L. 1971 S.B. 3 § 46, A.L. 1994 H.B. 1165)

Effective 7-6-94

Association may accept pledge of borrower's account or otheradditional collateral.

369.239. As additional collateral security for a loan, an association may accept the assignment or pledge of the account or accounts of the borrower or of any other account owner, or additional collateral of any kind.

(L. 1971 S.B. 3 § 47, A.L. 1983 H.B. 570)

Association may purchase, convey or manage property in which it has asecurity interest--time limitation.

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

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

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

(L. 1971 S.B. 3 § 48, A.L. 1994 H.B. 1165)

Effective 7-6-94

Director may regulate lending practices.

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

(L. 1971 S.B. 3 § 49, A.L. 1994 H.B. 1165)

Effective 7-6-94

Association may invest in real property and mobile homes, when.

369.254. An association may:

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

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

(L. 1971 S.B. 3 § 50, A.L. 1994 H.B. 1165)

Effective 7-6-94

Unapproved transfer of encumbered property, effect of.

369.259. In the event of a conveyance or transfer of any property upon which an association has a lien without the consent of the association, the association may proceed as provided in the note or security instrument.

(L. 1971 S.B. 3 § 51)

Lending association not liable to borrower or others for defectivefinal product, when.

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

(L. 1971 S.B. 3 § 52)

Examiners, appointment, duties--attorney authorized.

369.279. The director of the division of finance shall appoint such examiners and other employees as the director shall deem necessary to properly discharge the duties of the office. They shall devote all of their time to such official duties and hold office at the pleasure of the director. The director may appoint an attorney for the division of finance to serve at the pleasure of the director and the attorney shall devote full time to the work of the division.

(L. 1971 S.B. 3 § 55, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

Certain interest in an association by director and examinersprohibited--information to be confidential, exceptions.

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

2. The director, the examiners and all employees of the division of finance and members of the board shall not divulge any information acquired in the discharge of their duties except insofar as required by law or order of court. The director may, however, furnish information to the Office of Thrift Supervision or any successor thereto, the Federal Deposit Insurance Corporation or any successor thereto, any federal home loan bank or savings departments of other states.

(L. 1971 S.B. 3 § 58, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165, A.L. 2011 H.B. 464)

Powers and duties of director.

369.299. The director of the division of finance shall:

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

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

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

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

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

(6) Have charge of the execution of laws relating to savings associations with authority to sue in the director's name to enforce any law of this state applying to an association or to a corporation in which an association has an interest, or applying to the officers, directors or employees of any association.

(L. 1971 S.B. 3 § 59, A.L. 1994 H.B. 1165, A.L. 2011 H.B. 464)

Rulemaking, procedure.

369.301. Rules promulgated under the authority of this chapter shall be promulgated pursuant to the provisions of chapter 536. 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.

(L. 1994 H.B. 1165, A.L. 1995 S.B. 3)

Powers and duties of board.

369.314. The board shall:

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

(2) Hear and determine any appeal permitted by law, including but not limited to an order or decision of the director pertaining to the incorporation, relocation or branching of savings and loan associations, which shall be conducted as provided in chapter 361.

(L. 1971 S.B. 3 § 62, A.L. 1994 H.B. 1165, A.L. 2011 H.B. 464)

Examination costs, how paid--pro rata assessment, director todetermine--division of savings and loan supervision fund, created,uses, transfers to general revenue fund, when.

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

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

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

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

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

(L. 1971 S.B. 3 § 64, A.L. 1982 S.B. 464, A.L. 1989 S.B. 40, A.L. 1991 H.B. 516, A.L. 1994 H.B. 1165)

Effective 7-6-94

Branch offices and agencies, approval required,exceptions--application for approval, contents--approval,when--hearing, procedures.

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

(L. 1971 S.B. 3 § 65, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165, A.L. 2011 H.B. 464)

Reports may be required--examiners to have access to records.

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

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

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

4. The director may accept, in lieu of any examination required by sections 369.010 to 369.369 or of any audit required or permitted under sections 369.010 to 369.369 or in lieu of any appraisal permitted under sections 369.010 to 369.369, any report, audit or appraisal required or made by or for the Federal Deposit Insurance Corporation or any successor thereto, the Office of Thrift Supervision or any successor thereto or a Federal Home Loan Bank.

(L. 1971 S.B. 3 § 66, A.L. 1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

Cease and desist orders, period of supervision, when, procedure,duties of association--costs, how fixed and paid.

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

(L. 1983 H.B. 570, A.L. 1994 H.B. 1165)

Effective 7-6-94

Director to take over association, when--procedure.

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

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

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

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

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

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

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

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

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

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

7. The director may issue subpoenas including subpoenas duces tecum and require the attendance of parties for examination.

(L. 1971 S.B. 3 § 67, A.L. 1994 H.B. 1165)

Effective 7-6-94

Powers of director during take-over of association.

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

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

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

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

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

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

7. Unless the director is enjoined from further proceedings and directed to surrender the business, property and assets of an association or unless such association shall with the consent of the director resume business or unless the director shall propose a merger or consolidation of the association, the director shall proceed to liquidate the affairs of the association as provided in section 369.349.

(L. 1971 S.B. 3 § 68, A.L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1994 H.B. 1165)

Effective 7-6-94

Liquidation by director, procedure.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(L. 1971 S.B. 3 § 69, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

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

Federal Deposit Insurance Corporation may act as receiver orliquidator without bond.

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

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

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

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

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

6. No compensation shall be allowed such corporation or its officers, agents, counsel or employees in connection with such receivership.

(L. 1971 S.B. 3 § 70, A.L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1994 H.B. 1165)

Effective 7-6-94

Foreign association doing business in state must comply withregulation by division of finance.

369.359. No foreign association or foreign holding company shall transact the business of a savings association within this state, or maintain an office in this state for the purpose of transacting such business, or acquire any proprietary interest in or control of or merge, or enter into any merger agreement, with any association except in accordance with such rules and regulations as the director of the division of finance shall promulgate providing for the licensing, admission, qualifications and operating requirements of foreign associations. No foreign savings association shall be considered to be doing business in this state by reason of engaging in the activities set forth in section 362.423.

(L. 1971 S.B. 3 § 71, A.L. 1986 S.B. 730, A.L. 1994 H.B. 1165)

Effective 7-6-94

Foreign associations adjoining states and principal business outsidestate, requirements to do business--principal business, howdetermined--control, defined.

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

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

(L. 1986 S.B. 730)

Federal associations may have same powers as state associations.

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

(L. 1971 S.B. 3 § 72, A.L. 1982 S.B. 464)

Effective 4-30-82

Other provisions of law, applicable, when.

369.367. When not in direct conflict with or superseded by specific provisions of this chapter, or other provisions applicable to savings and loan associations, the provisions of chapter 351 shall extend to associations organized or operated under this chapter.

(L. 1982 S.B. 464, A.L. 1994 H.B. 1165)

Effective 7-6-94

Penalty for false statement or certificate.

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

(L. 1971 S.B. 3 § 73)

Costs of reproducing records--costs of appearing in court ordeposition--limitation of liability.

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

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

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

4. An association shall have no liability to an account holder for disclosing records in reliance on an affidavit to it in accordance with this section.

(L. 2000 S.B. 896)

Definitions.

369.670. For purposes of this chapter, the following terms mean:

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

(2) "Director", shall refer to the director of the division of finance unless the context indicates otherwise.

(L. 1997 H.B. 257 § 369.400)

Savings bank, establishment--articles of agreement, requirements.

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

2. The articles of agreement shall set forth:

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

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

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

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

(5) The purposes of the proposed savings bank;

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

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

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

(L. 1997 H.B. 257 § 369.405)

Articles of agreement, requirements, filing, director'sduties--recording of articles, where.

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

(L. 1997 H.B. 257 § 369.410)

Examination required, expenses.

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

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

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

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

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

(L. 1997 H.B. 257 § 369.415)

Certificate of organization, recorded.

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

2. Such certificate shall be recorded in the office of the recorder of deeds of the county or city in which the savings bank shall be located, and the recorded certificate or certified copies of the certificate shall be accepted in all courts of this state as evidence of its incorporation.

(L. 1997 H.B. 257 § 369.420)

Powers of savings bank--taxed, how.

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

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

3. For purposes of sections 148.610 to 148.710, a savings bank shall be taxed as if it were a savings and loan association.

(L. 1997 H.B. 257 § 369.425)

Limits on investment.

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

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

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

(2) Home improvement loans;

(3) Interim residential construction loans; and

(4) Mortgage-backed securities.

(L. 1997 H.B. 257 § 369.430)

Merger--conversion--trust powers--director's powers.

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

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

3. The director's powers in sections 361.260 to 361.269 and the procedures described in such sections shall apply to any savings bank and any director, officer, agent, employee or other person participating in the conduct of its affairs to the same extent such powers * and procedures apply to a bank and to any director, officer, agent, employee or other person participating in the conduct of such bank's affairs.

(L. 1997 H.B. 257 § 369.435)

*Words "and powers" appear in original rolls.

Law to apply.

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

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

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

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

(4) To call and hold meetings of the members or shareholders and directors and to conduct such meetings.

(L. 1997 H.B. 257 § 369.440)

Conversion, consolidation, merger.

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

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

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

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

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

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

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

4. If the director, as the result of an examination and investigation made of the converting association or federal association by the director, the director's deputies or the director's examiners, is satisfied that such assets are of such value and that the character, responsibility and general fitness of the persons named in the articles of agreement are such as to command confidence and warrant belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the purpose and intent of the laws of this state relative to savings banks, the director shall grant the charter. If the director is not satisfied as to either or both matters, the director shall immediately give notice thereof to the majority of the board of directors of the converting association or federal association who shall have the same right of appeal as is provided by the laws of this state in the case of the proposed incorporators of a new savings bank.

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

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

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

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

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

(L. 1997 H.B. 257 § 369.445)


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