Missouri Revised Statutes

Chapter 370
Credit Unions

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Definitions.

370.005. As used in sections 370.005 to 370.400, the following terms mean:

(1) "Credit union", a not-for-profit corporation organized for the purposes of encouraging thrift among its members, creating a source of credit at a fair and reasonable rate of interest, providing for the mutual benefit and general welfare of its members with the earnings, savings, benefits, and services being distributed to its members, for financial and financially related services, and for an opportunity for its members to improve their economic and social conditions;

(2) "Director", the director of the division of credit unions.

(L. 1977 H.B. 48, A.L. 1978 S.B. 746, A.L. 2007 S.B. 591)

Division of credit unions created--transfer--salary of director.

370.006. There is hereby created a "Division of Credit Unions", to be headed by a director appointed by the governor with the advice and consent of the senate. The division of credit unions with all of its powers, duties, and functions is assigned by type III transfer under the authority of the Omnibus State Reorganization Act of 1974 and executive order 06-04 to the department of insurance, financial institutions and professional registration. All of the general provisions, definitions, and powers enumerated in section 1 of the Omnibus State Reorganization Act of 1974 and executive order 06-04 shall apply to this department and its divisions, agencies, and personnel. The salary of the director of the division of credit unions shall be set by the director of the department within the limits of the appropriations therefor. Wherever the laws, rules, or regulations of this state make reference to the "division of credit unions of the department of economic development" or to the "division of credit unions", such references shall be deemed to refer to the division of credit unions of the department of insurance, financial institutions and professional registration.

(L. 2008 S.B. 788)

Credit union, how organized.

370.010. Any seven persons, residents of the state of Missouri, may apply to the director of the division of credit unions, for permission to organize a credit union by signing and acknowledging in triplicate a certificate of organization and entering into articles of agreement, in which they shall bind themselves to comply with its requirements and with all the laws, rules and regulations applicable to credit unions.

(RSMo 1939 § 5521, A.L. 1941 p. 331, A.L. 1945 p. 689, A.L. 1945 p. 718, A. 1949 H.B. 2091, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5079

Certificate of organization, contents--membership shares, minimum,maximum par value.

370.020. The certificate of organization shall state:

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

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

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

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

(5) The par value of membership shares, if any, which shall not be less than twenty-five nor more than one hundred dollars.

(RSMo 1939 § 5521, A.L. 1941 p. 331, A.L. 1945 p. 689, A.L. 1945 p. 718, A. 1949 H.B. 2091, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5079

Bylaws, contents.

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

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

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

(3) The qualifications for membership;

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

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

(6) The charges, if any, which shall be made for failure to meet obligations punctually, whether or not the credit union shall have the power to borrow, the method of receipting for money, the manner of accumulating a reserve fund and determining a dividend.

(RSMo 1939 § 5521, A.L. 1941 p. 331, A.L. 1945 p. 689, A.L. 1945 p. 718, A. 1949 H.B. 2091, A.L. 1972 S.B. 502, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5079

Approval by director, certificate, provisional issuance, fee,examination.

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

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

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

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

5. A certificate of organization so issued shall be provisional, and an examination will be conducted of the credit union after six months, at division expense, and after one year of operation, to determine that the credit union is a viable entity meeting minimum standards as set by the director. If it is found that the credit union has not made satisfactory progress in meeting minimum standards, the director may revoke the charter, dissolve the credit union, or merge it with another credit union as provided in this chapter.

(RSMo 1939 § 5521, A.L. 1941 p. 331, A.L. 1945 p. 689, A.L. 1945 p. 718, A. 1949 H.B. 2091, A.L. 1972 S.B. 502, A.L. 1975 H.B. 227, A.L. 1985 H.B. 469)

Prior revision: 1929 § 5079

Effective 6-11-85

Change of business location--notice--approval required.

370.050. If a credit union changes its place of business within a county, it shall notify the director promptly of the change of address. A credit union may change its place of business from one county to another within this state only with written consent of the director.

(RSMo 1939 § 5541, A.L. 1945 p. 720, A.L. 1959 S.B. 127)

Prior revision: 1929 § 5099

Amendments to bylaws, effective when.

370.060. No amendment to the bylaws shall become operative until approved by the director of the division of credit unions and until a certified copy has been filed as original bylaws are filed.

(RSMo 1939 § 5522, A.L. 1945 p. 718, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5080

Credit union commission, created, members, term, compensation--creditunion representative defined.

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

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

3. Effective March 25, 2005, the first three commissioners appointed, two of whom shall be credit union representatives, shall have a term expiring January 1, 2007. The next two commissioners appointed, one of whom shall be a credit union representative, shall have a term expiring January 1, 2009. The final two commissioners appointed, one of whom shall be a credit union representative, and all subsequent commissioners shall serve a six-year term. Members shall serve until their successors are duly appointed and have qualified. Each member of the credit union commission shall serve for the remainder of the term for which the member was appointed to the commission. The commission shall select its own chairman and secretary. Vacancies in the commission shall be filled for the unexpired term in the same manner as in the case of an original appointment.

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

5. A majority of the members of the commission shall constitute a quorum and the decision of a majority of a quorum shall be the decision of the commission. The commission shall meet upon call of its chairman, or of the director of the division of credit unions, or of any three members of the commission, and may meet at any place in this state.

(L. 1998 H.B. 1323, A.L. 2002 H.B. 1921)

Duties.

370.062. The credit union commission shall:

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

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

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

(L. 1998 H.B. 1323)

Appeals--rules--nonseverability clause.

370.063. 1. An appeal pursuant to subdivision (2) of section 370.062, shall be perfected by filing with the director of the division of credit unions within fifteen days after notice of the director's decision is mailed, a notice of appeal stating the name of the appealing party and the order or decision being appealed. The director shall mail copies thereof to all interested parties. Upon any such hearing the transcript of the proceedings before the director or, if the decision appealed from was made without a hearing, all writings used or considered by the director in making such decision, shall be considered by the commission and the commission may take evidence, the taking of such evidence to be limited to newly discovered evidence in those appeals in which there was a hearing before the director and to be governed by the provisions of chapter 536. The review by the commission shall be similar to that provided in appeals in equity cases in the courts of this state. Decisions shall be made as provided in chapter 536. The costs on appeal shall include the per diem compensation of the members of the commission and all such costs may be assessed against parties other than the director as may be determined by the commission. At least fifteen days' notice of the hearing shall be given to all persons interested in the matter appealed from and to the director.

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

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

(L. 1998 H.B. 1323)

Powers of a credit union.

370.070. A credit union has the following powers:

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

(2) To make loans to members;

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

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

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

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

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

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

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

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

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

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

(13) To lend, in an amount not to exceed two percent of the shares and deposits of the credit union, to any credit union association of which the credit union is a member or any subsidiary of such credit union association.

(RSMo 1939 § 5524, A.L. 1945 p. 689, A. 1949 H.B. 2091, A.L. 1951 p. 289, A.L. 1965 p. 566, A.L. 1967 p. 508, A.L. 1972 S.B. 502, A.L. 1984 H.B. 962, A.L. 1986 H.B. 1193, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5082

CROSS REFERENCE:

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

Additional powers of a credit union--membership fee allowed, when.

370.071. A credit union may have the following additional powers:

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

(2) To exercise such additional powers, with the approval of the director, as federally chartered credit unions may be authorized under federal statutes; however, this section shall not apply to field of membership provisions within this chapter;

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

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

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

(L. 1977 H.B. 48, A.L. 1978 S.B. 746, A.L. 1986 H.B. 1193, A.L. 1991 H.B. 180, A.L. 2007 S.B. 591)

Safe deposit boxes, to have same rights, powers and duties as bankand trust companies.

370.072. All credit unions regulated by this chapter shall have the same rights, powers and duties relating to safe deposit boxes as provided to banks and trust companies in chapter 362.

(L. 1994 H.B. 1312)

Fee or service charge authorized, when.

370.073. 1. A credit union may impose fees or service charges on deposit accounts or similar accounts; however, such fees or service charges are subject to such conditions or requirements that may be fixed by regulations pursuant to this chapter by the director of credit union supervision and the credit union commission. Notwithstanding any law to the contrary, no such condition or requirement shall be more restrictive than the fees or service charges on deposit accounts or similar accounts permitted any federally chartered depository institution and no contractual fee charged for overdrawing the balance of a deposit account shall be deemed interest.

2. An agreement to operate or share an automated teller machine shall not prohibit an owner or operator of the automated teller machine from imposing, on an individual who conducts a transaction using a foreign account, an access fee or surcharge that is not otherwise prohibited under federal or state law.

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

(1) "Automated teller machine", any electronic device, wherever located, through which a consumer may initiate an electronic funds transfer or may order, instruct, or authorize a financial institution to debit or credit an account and includes any machine or device which may be used to carry out electronic banking business. "Automated teller machine" does not include point of sale terminals or telephones or personal computers operated by a consumer;

(2) "Foreign account", an account with a financial institution located outside the United States.

(L. 2003 H.B. 221 § 370.171 merged with S.B. 346 § 370.171, A.L. 2011 H.B. 83, A.L. 2015 S.B. 524)

Investment of credit union funds.

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

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

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

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

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

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

(6) Capital stocks of corporations solely and exclusively established to assist credit union operation in bookkeeping and accounting, consumer counseling for members and the insuring of member accounts; (7) Such other securities and in such amounts as may be approved from time to time by the director of the division of credit unions. Any securities purchased while so approved may be retained if the approval is later withdrawn.

2. No investment in any single type of securities specified in this section, except funds in central credit unions and those securities specified in subdivision (1) of subsection 1 of this section, shall exceed twenty-five percent of the capital, surplus, and reserve fund of the credit union making the investment, nor shall any credit union invest more than five percent of its capital, surplus, and reserve funds in capital stocks specified in subdivision (6) of subsection 1 of this section.

(L. 1965 p. 566, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 1988 H.B. 1097)

Membership of credit union, membership shares not to be pledged assecurity for loans.

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

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

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

(2) A geographic area which may include all those persons who reside or work in a city not within a county or a county, in which the main office of the credit union is located as reported on the National Credit Union Administration (NCUA) 2006 year-end 5300 call report, and counties contiguous to such areas as may be approved by the director. The director shall not allow a geographic area credit union to expand beyond counties contiguous to a city not within a county or a county in which its main office is located. The director shall not allow a credit union to expand its geographic area due to a relocation of the credit union's main office.

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

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

5. Notwithstanding any other provisions of this chapter to the contrary, in the event of liquidation of the assets of the credit union, the membership share shall be at risk, uninsured, and shall be subordinated to the claims of all nonmembers and participate in the assets of the credit union after all creditors and holders of all other shares, and the National Credit Union Administration.

(RSMo 1939 § 5525, A.L. 1984 H.B. 962, A.L. 1985 H.B. 469, A.L. 1991 H.B. 180, A.L. 1998 H.B. 1323, A.L. 2007 S.B. 591)

Prior revision: 1929 § 5083

Merger and consolidation of credit unions--additional member groupsand geographic areas--appeals.

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

2. Except as provided in subdivisions (1), (2), and (3) of this subsection, only employer groups with fewer than three thousand members shall be eligible to be included in the credit union's field of membership, unless:

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

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

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

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

(2) The groups are involved in an involuntary merger or when the director acts as a conservator or liquidating agent; or

(3) The groups are transferred from another credit union in connection with a merger or consolidation approved by the director, provided when making this determination the director shall:

(a) Determine whether the service area of the merging credit union is contiguous to the area served by the continuing credit union;

(b) Assess the breadth of the service area of the combined credit unions;

(c) Assess the ability of the continuing credit union to serve the combined area; and

(d) Assess the number of voluntary mergers the acquiring credit union has requested, or received approval for, during the five-year period preceding the proposed merger.

The director shall not permit state-chartered credit unions to merge without a thorough assessment by the director that the combined field of membership is consistent with this chapter and is reasonable in terms of size, service area, and geographic location.

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

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

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

4. The credit union may apply and receive approval from the director of the division of credit unions to include the proposed new occupation, employer, or association groups or geographic areas in the credit union's membership. In the case of a new credit union application, the organizers of such credit union as provided in subsection 1 of section 370.080 shall specify the membership group selected as provided in subsection 2 of section 370.080. If an existing credit union applies for a field of membership expansion, such credit union shall select either a geographic area or occupation, employer, or association group as provided in subsection 2 of section 370.080 which shall be binding for all future expansions. When a credit union serving occupation, association, or employer groups has converted to a geographic area credit union, that credit union shall not accept as members new groups that are headquartered outside the geographic area of the credit union, or new employees or new members of those groups who work or reside outside the geographic area of the credit union. Upon receipt of an application from a credit union to include a new group or new geographic area in its membership, and no later than five business days after an application has been received, the director shall cause notice of the application to be published in the division's electronic bulletin and sent electronically to any party who has requested notification of such applications. From the date such notice is published, there shall be a ten-business-day comment period during which any person or entity desiring to do so may comment on such proposal in writing. Comments received shall become a part of the credit union's application file, subject to public inspection and copying. Within ten days after the comment period ends, the director of the division of credit unions shall issue a decision either granting or rejecting the credit union's application and stating the reasons therefor. In addition to any other requirements required by law or rule, prior to granting the application, the director of the division of credit unions shall determine that:

(1) The credit union has the immediate ability to serve the additional group or geographic area. In making this determination, the director shall consider the data required to be reported on an annual basis by the state-chartered credit unions that includes aggregated information about the census tracts in which members reside, the actual or estimated annual income of members, and types and numbers of loans or extensions of credit for which members received approval. For the purposes of this section, the term "member data" shall mean information on the income levels of credit union members that credit unions are required to report; provided, however, that no member data includes the names, account numbers, or taxpayer identification numbers. In the event that the National Credit Union Administration (NCUA) has a regulation on member data reporting requirements, the state annual member data report shall be made consistent with NCUA reporting requirements. The director shall determine the nonproprietary data to be included in the annual member data report which shall be made available to the public.

(2) No later than five business days after an expansion or merger has been granted, the director shall cause the decision and findings to be published in the division's electronic bulletin and sent electronically to any party who has requested notification of such actions.

5. Within fifteen days after the decision is published, any person or entity with an interest different from that of a member of the general public, upon establishing that such person or entity may be aggrieved based upon competent and substantial evidence of potential actual damages, shall have the right to contest the decision by appealing the decision to the credit union commission utilizing the procedure as set out in section 370.063. If the commission finds that the decision or the findings of the director of the division of credit unions was arbitrary and capricious or not based on evidence in the director's possession, the commission shall set aside the findings and decision of the director of the division of credit unions and enter its own findings and decision. Any party in the proceeding before the commission who has exhausted all administrative remedies provided by law may appeal the decision to the circuit court of Cole County.

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

(L. 1998 H.B. 1323, A.L. 2007 S.B. 591)

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

Retroactive applicability.

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

2. Any geographic area credit union that was granted a field of membership expansion after April 1, 1998, and before March 24, 2006, may include in its field of membership the county, counties, or the city not within a county where branch offices are located so long as the branch offices were open and in operation prior to April 15, 2007.

3. Any geographic area credit union that was granted a field of membership expansion after April 1, 1998, that is consistent with the field of membership expansion provisions of this chapter, shall be allowed to:

(1) Retain the expansion or expansions in its field of membership; and

(2) Serve the county, or the city not within a county, where the credit union main office is located.

(L. 1998 H.B. 1323, A.L. 2007 S.B. 591)

Membership shares, uses--valuation--withdrawal--redemption--dividends.

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

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

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

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

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

(L. 1985 H.B. 469, A.L. 1991 H.B. 180)

Effective 3-7-91

Branches required to be located in geographic area of the creditunion.

370.088. Any geographic area credit union-owned branch where deposits or shares are accepted for member's accounts, loan applications are accepted, or loans are disbursed shall be located in the geographic area of that credit union.

(L. 2007 S.B. 591)

Operation without having filed certificate of approval prohibited.

370.090. No credit union shall operate in this state until it has filed with the secretary of state a copy of the certificate of approval issued to it by the director of the division of credit unions.

(RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5084

Division director--powers--qualifications--examiners and assistants.

370.100. 1. There is created within the state department of insurance, financial institutions and professional registration, a director of the division of credit unions who shall have exclusive supervision of all credit unions operating under the laws of this state and may make necessary rules and regulations to carry out the provisions of this chapter.

2. The director of credit unions shall be appointed by the governor with the advice and consent of the senate to serve at his or her pleasure.

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

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

5. The director may appoint a deputy director of credit unions and such examiners, assistant examiners and other employees and assistants as he or she shall deem necessary to properly discharge his or her duties as director.

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

7. The examiners and any person appointed as deputy director shall possess the qualifications required for the director.

8. All persons appointed by the director as authorized herein shall perform the duties required of them by the director, and shall devote all of their time to their official duties.

(RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091, A.L. 1959 S.B. 127, A.L. 1967 p. 509, A.L. 1972 S.B. 502, A.L. 2011 S.B. 306)

Prior revision: 1929 § 5084

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

Oath required, when--conflict of interest, when--administrativesubpoena powers.

370.101. 1. The director of the division of credit unions and all employees of the division of credit unions, which term shall, for purposes of this section, include special agents, shall, before entering upon the discharge of their duties, take an oath that they will not reveal the conditions or affairs of any credit union or any facts pertaining to the same that may come to their knowledge by virtue of their official positions, unless required by law to do so in the discharge of the duties of their offices or when testifying in any court proceeding. For purposes of this section, "credit union" shall mean any entity subject to chartering, licensing, or regulation by the division of credit unions.

2. Neither the director of the division of credit unions nor any employees of the division of credit unions who participate in the examination of any credit union, or who may be called upon to make any official decision or determination affecting the operation of any credit union, other than the members of the credit union commission, shall be an officer or director of any credit union the division of credit unions regulates, nor shall they receive, directly or indirectly, any payment or gratuity from any such organization, nor engage in the negotiation of loans for others with any state-chartered credit union, nor shall be indebted to any state-chartered credit union.

3. The director of the division of credit unions, in connection with any examination or investigation of any person, company, or event, shall have the authority to compel the production of documents, in whatever form they may exist, and shall have the authority to compel the attendance of and administer oaths to any person having knowledge of any issue involved with the examination or investigation. The director may seek judicial enforcement of an administrative subpoena by application to the appropriate court. An administrative subpoena shall be subject to the same defenses or subject to a protective order or conditions as provided and deemed appropriate by the court in accordance with the Missouri supreme court rules.

(L. 2011 S.B. 306)

Confidentiality oath required, exceptions--confidentiality ofinformation.

370.102. 1. To ensure the integrity of the examination process, the director of the division of credit unions and all employees of the division of credit unions, and its special agents, shall be bound under oath to keep secret all facts and information obtained in the course of all examinations and investigations except:

(1) To the extent that the public duty of the director requires the director to report information to another government official or agency or take administrative or judicial enforcement action regarding the affairs of a state-chartered credit union;

(2) When called as a witness in a court proceeding relating to such state-chartered credit union's safety and soundness or in any criminal proceeding;

(3) When reporting on the condition of the state-chartered credit union to the officers and directors of the state-chartered credit union;

(4) When reporting findings to a complainant, provided the disclosure is limited to such complainant's account information;

(5) When exchanging information with any agency which regulates financial institutions under federal law or the laws of any state when the director of the division of credit unions determines that the sharing of information is necessary for the proper performance by the director of the division of credit unions and the other agencies, that such information will remain confidential as though subject to section 370.101 and this section and that said agencies routinely share information with the division of credit unions;

(6) When authorized by the state-chartered credit union's board of directors to provide the information to anyone else; or

(7) When disclosure is necessary or required, the director may set conditions and limitations, including an agreement of confidentiality or a judicial or administrative protective order.

2. In all other circumstances, facts and information obtained by the director of the division of credit unions and the employees and special agents of the division of credit unions through examinations or investigations shall be held in confidence absent a court's finding of compelling reasons for disclosure. Such finding shall demonstrate that the need for the information sought outweighs the public interest in free and open communications during the examination or investigation process. To assure a meaningful hearing, any state-chartered credit union that is not already a party to the judicial proceeding and whose information is the subject of a records request or subpoena shall be joined or notified and permitted to intervene in the hearing and to participate regarding the production request or subpoena. In no event shall a state-chartered credit union, or any officer, director, or employee thereof, be charged with libel, slander, or defamation for any good faith communications with the director of the division of credit unions or any employees of the division of credit unions.

(L. 2011 S.B. 306)

Annual fee--how computed--division of credit unions fund, created,uses--salary schedule of division employees to be maintained.

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

Total Assets Fee

Under $2,000,000 . . . . . . . . . $0.125 per $1,000

of assets up to a

maximum of $250

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

$1,000 of assets in

excess of $2,000,000

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

$1,000 of assets in

excess of $5,000,000

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

$1,000 of assets in

excess of $10,000,000

$25,000,000 or more . . . . . . . $8,000, plus $0.15 per

$1,000 of assets in

excess of $25,000,000.

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

2. The state treasurer shall credit such payments, including all fees and charges made pursuant to this chapter to a special fund to be known as the "Division of Credit Unions Fund", which is hereby created and which shall be devoted solely and exclusively to the payment of expenditures actually incurred by the division and attributable to the regulation of credit unions. Any amount remaining in such fund at the end of any fiscal year and any earnings attributed to such fund shall not be transferred and placed to the credit of the general revenue fund as provided in section 33.080 but shall be used, upon appropriation by the general assembly, for the payment of such expenditures of the division in the succeeding fiscal year and shall be applied by the division to the reduction of the amount to be assessed to credit unions in such succeeding fiscal year. In the event two or more credit unions are merged or consolidated, such excess amounts shall be credited to the surviving or new credit union.

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

4. The director of the division of credit unions shall prepare and maintain an equitable salary schedule for examiners, professional staff, and support personnel that are employees of the division. Personnel employed by the division shall be compensated according to the following schedule, provided that such expense of administering the credit union laws is assessed and paid in accordance with this section. The positions and classification plan for such personnel attributed to the examination of the state credit unions shall allow for a comparison of such positions with similar examiner positions at federal credit union regulatory agencies. State credit union examiner positions shall not be compensated at more than ninety percent parity for corresponding federal positions for similar geographic locations in the state as determined by the director of the division of credit unions.

(L. 1959 S.B. 127 § 370.109, A.L. 1967 p. 509, A.L. 1972 S.B. 502, A.L. 1977 H.B. 48, A.L. 1978 S.B. 746, A.L. 1979 S.B. 24, A.L. 1982 H.B. 1099, A.L. 1985 H.B. 469, A.L. 1991 H.B. 516, A.L. 1992 H.B. H.B. 1596, A.L. 1999 S.B. 386, A.L. 2005 H.B. 379 and A.L. 2005 S.B. 318, A.L. 2011 H.B. 315)

Annual reports--when--penalty for late, inaccurate or incomplete.

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

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

3. Any credit union which neglects to make any report when due, or makes such report that is inaccurate or incomplete, shall forfeit to the state, payable to the director of revenue, twenty-five dollars for each day of the first seven days of such neglect and seventy-five dollars for each additional day thereafter, after the due date of such report or such subsequent due date established by the director in a notice to the credit union to correct an inaccurate or incomplete report unless such payments are excused in whole or in part by the director of the division of credit unions.

(RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091, A.L. 1972 S.B. 502, A.L. 1979 S.B. 24, A.L. 1985 H.B. 469)

Prior revision: 1929 § 5084

Effective 6-11-85

Annual examination or audit report, exception--subpoena power.

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

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

3. The director of the division of credit unions may accept, in lieu of making an annual examination of a credit union, an audit report of the condition of the credit union made by an auditor approved by the director of the division of credit unions for the purpose of making such credit union audits, the cost of which audit shall be borne by the credit union.

(RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091, A.L. 1955 p. 259, A.L. 1959 S.B. 127, A.L. 1972 S.B. 502, A.L. 2002 H.B. 1921)

Prior revision: 1929 § 5084

Examination report to be sent to credit unions for correctionsand suggestions before final--file to be maintained.

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

(L. 1994 H.B. 1312)

Penalty for noncompliance.

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

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

3. Whenever the director revokes the certificate of approval of any credit union, he shall file notice of such revocation with the secretary of state.

(RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091)

Prior revision: 1929 § 5084

Director, cease and desistorders--grounds--hearing--procedure--review, temporary orders.

370.140. 1. (1) The director may issue cease and desist orders whenever it appears to him, upon competent and substantial evidence from any report or examination, that any person:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5. The term "person" as used in this section shall include either the singular or plural of any individual, credit union, partnership, corporation, association or trust, or any other legal entity.

(RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091, A.L. 1967 p. 509, A.L. 1985 H.B. 469)

Prior revision: 1929 § 5084

Effective 6-11-85

Director may order suspension, possession, reorganization, merger,consolidation, liquidation--when, procedure.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11. The powers and authority conferred on the director by this section, except in case of voluntary surrender, shall be considered as discretionary and not as mandatory, and so long as the director acts in good faith in the matter, neither he nor his employees or agents shall be held liable civilly or criminally or upon their official bonds in any action taken hereunder or for any failure to act hereunder.

(RSMo 1939 § 5526, A.L. 1945 p. 689, A.L. 1945 p. 720, A. 1949 H.B. 2091, A.L. 1967 p. 509, A.L. 1985 H.B. 469, A.L. 1991 H.B. 180)

Prior revision: 1929 § 5084

Effective 3-7-91

Reorganization--approval--procedure, failure--liquidation.

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

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

3. If a reorganization plan, when submitted to the members as herein provided, is not approved by the required majority, the director may issue a notice of involuntary liquidation and appoint a liquidating agent to liquidate the credit union.

(L. 1967 p. 509, A.L. 1985 H.B. 469)

Effective 6-11-85

Powers of receiver.

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

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

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

(L. 1967 p. 509)

*Word "to" appears in original rolls.

Withdrawal applications voided, when.

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

(L. 1967 p. 509)

Director may remove officers, procedure.

370.157. 1. Whenever it shall appear to the director, from any examination made by him or her or her or his examiners, that any director, officer, or any other person participating in the conduct of the affairs of a credit union subject to this chapter has committed any violation of law or regulation or of a cease and desist order, or has violated any condition imposed in writing by the director or any written agreement between such credit union and the director, or has engaged or participated in any unsafe or unsound practice in connection with the credit union, or has committed or engaged in any act, omission, or practice which constitutes a breach of his or her fiduciary duty to the credit union, and the director determines that the credit union has suffered or will probably suffer financial loss or other damage or that the interests of its members could be prejudiced by reason of such violation or practice or breach of fiduciary duty, or that the director or officer or other person has received financial gain by reason of such violation or practice or breach of fiduciary duty, and such violation or practice or breach of fiduciary duty is one involving personal dishonesty on the part of such director, officer or other person, or one which demonstrates a willful or continuing disregard for the safety or soundness of the credit union, the director may serve upon such director, officer, or other person a written notice of his or her intention to remove such person from office.

2. When it shall appear to the director from any examination made by him or her or his or her examiners that any director, officer, or any other person participating in the conduct of the affairs of a credit union subject to this chapter, by conduct or practice with respect to another such credit union or any business institution which resulted in financial loss or other damage, has evidenced either his or her personal dishonesty or a willful or continuing disregard for its safety and soundness and, in addition, has evidenced his or her unfitness to continue as a director or officer and whenever it shall appear to the director that any other person participating in the conduct of the affairs of a credit union subject to this chapter, by conduct or practice with respect to such credit union or other corporation or other business institution which resulted in financial loss or other damage, has evidenced either his or her personal dishonesty or willful or continuing disregard for its safety and soundness and, in addition, has evidenced his or her unfitness to participate in the conduct of the affairs of such credit union, the director may serve upon such director, officer, or other person a written notice of intention to remove him or her from office or to prohibit his or her further participation in any manner in the conduct of the affairs of this credit union or from any other credit union supervised by the director.

3. Whenever it shall appear to the director to be necessary for the protection of any credit union or its members, he or she may, by written notice to such effect served upon any director, officer, or other person referred to in subsection 1 or 2 of this section, suspend him or her from office or prohibit him or her from further participation in any manner in the conduct of the affairs of the credit union. Such suspension or prohibition shall become effective upon service of such notice and shall remain in effect pending the completion of the administrative proceedings under the notice served under subsection 1 or 2 of this section and until such time as the director shall dismiss the charges specified in such notice or, if an order of removal or prohibition is issued against the director or officer or other person, until the effective date of any such order. Copies of any such notice shall also be served upon the credit union of which he or she is a director or officer or in the conduct of whose affairs he or she has participated.

4. Except as provided in subsection 5 of this section, any person who, pursuant to an order issued under this section, has been removed or suspended from office in a credit union or prohibited from participating in the conduct of the affairs of a credit union may not, while such order is in effect, continue or commence to hold any office in, or participate in any manner in, the conduct of the affairs of any other credit union subject to the provisions of this chapter.

5. If, on or after the date an order is issued under this section which removes or suspends from office any person or prohibits such person from participating in the conduct of the affairs of a credit union, such party receives the written consent of the director, subsection 4 of this section shall, to the extent of such consent, cease to apply to such person with respect to the credit union described in the written consent and the director shall publicly disclose such consent. Any violation of subsection 4 of this section by any person who is subject to an order described in subsection 4 of this section shall be treated as a violation of the order.

(L. 1967 p. 509, A.L. 2011 S.B. 306)

Court may approve or modify reorganization or merger plan.

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

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

(L. 1967 p. 509)

Fiscal year.

370.160. The credit union fiscal year shall end at the close of business on the thirty-first day of December.

(RSMo 1939 § 5527, A.L. 1945 p. 689, A.L. 1979 S.B. 24)

Prior revision: 1929 § 5085

Notice of intention to remove, contents, procedure.

370.161. A notice of intention to remove a director, officer, or other person from office or to prohibit his or her participation in the conduct of the affairs of a credit union shall contain a statement of the facts constituting grounds therefor, and shall fix a time and place at which a hearing will be held thereon. Unless such director, officer, or other person shall appear at the hearing in person, or by a duly authorized representative, he or she shall be deemed to have consented to the issuance of an order of such removal or prohibition. In the event of such consent or if upon the record made at any such hearing the director shall find that any of the grounds specified in such notice have been established, the director may issue such orders of suspension or removal from office, or prohibition from participation in the conduct of the affairs of the credit union, as he or she may deem appropriate. Any such order shall become effective at the expiration of thirty days after service upon such credit union and the director, officer, or other person concerned (except in the case of an order issued upon consent, which shall become effective at the time specified therein). Such order shall remain effective and enforceable except to such extent as it is stayed, modified, terminated, or set aside by action of the director or a reviewing court.

(L. 2011 S.B. 306)

Appeal to circuit court, when.

370.162. Within ten days after any director, officer, or other person has been suspended from office, prohibited from participation in the conduct of the affairs of a credit union, or both, under subsection 3 of section 370.157, such director, officer, or other person may apply to the circuit court of the county in which the credit union is located or the circuit court of Cole County for a stay of such suspension or prohibition pending the completion of the administrative proceedings under the notice served upon such director, officer, or other person under subsection 1 or 2 of section 370.157, and such court shall have jurisdiction to stay such suspension or prohibition.

(L. 2011 S.B. 306)

Suspension of director or officer permitted, when, procedure.

370.163. Whenever a director or officer of a credit union, or other person participating in the conduct of the affairs of such credit union, is charged in any information or complaint authorized by a prosecuting attorney or a United States attorney, or in any indictment, with the commission of or participation in a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law, the director may, if continued service or participation by the individual may pose a threat to the interests of the credit union's members or may threaten to impair the confidence in the credit union, by written notice served upon such director, officer, or other person, suspend him or her from office or prohibit him or her from further participation in any manner in the conduct of the affairs of the credit union. A copy of such notice shall also be served upon the credit union. Such suspension or prohibition shall remain in effect until such information, indictment or complaint is finally disposed of or until terminated by the director. In the event that a judgment of conviction with respect to such crime is entered against such director, officer, or other person, and at such time as such judgment is not subject to further appellate review, the director may, if continued service or participation by the individual may pose a threat to the interests of the credit union's members or may threaten to impair public confidence in the credit union, initiate action to remove such officer as described in subsection 1 of section 370.157.

(L. 2011 S.B. 306)

Suspension, effect on board of directors, procedure.

370.164. If at any time because of the suspension of one or more directors under sections 370.157 or 370.161 to 370.165 there shall be on the board of directors of a credit union less than a quorum of directors not so suspended, all powers or functions vested in or exercisable by such board shall vest in and be exercisable by the director or directors on the board not so suspended, until such time as there shall be a quorum of the board of directors. In the event all of the directors of a corporation are suspended under sections 370.157 or 370.161 to 370.165, the director shall appoint persons to serve temporarily as directors in their place and stead pending the termination of such suspensions, or until such time as those who have been suspended cease to be directors of the credit union and their respective successors take office.

(L. 2011 S.B. 306)

Effective date of notice of suspension.

370.165. A notice of suspension or order of removal issued under this chapter shall become effective immediately but any director, officer, or other person concerned may, within thirty days of service of any notice of suspension or order of removal, request, in writing, an opportunity to appear before the director to show that the continued service to or participation in the conduct of the affairs of the credit union by such individual does not, or is not likely to, pose a threat to the interests of the credit union's depositors or threaten to impair public confidence in the credit union.

(L. 2011 S.B. 306)

Meetings and special meetings, voting--proxies, when--action atmeeting.

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

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

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

4. By majority vote of those present at any meeting, the members may decide on any matter of interest to the credit union, amend the bylaws relating to qualifications for membership, the election or appointment of the supervisory committee, determine the requirements for a credit committee and if such committee should be elected or appointed, and overrule the directors on any matter concerning guidelines for future plans and objectives, provided the notice of the meeting has stated any such matter to be considered upon a written request of any member, except that the members cannot cause the credit union to breach or abrogate any legally binding obligation or contract previously executed by the board.

(RSMo 1939 § 5527, A.L. 1945 p. 689, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5085

Board of directors, committees--election--terms--oath.

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

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

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

4. The oath shall be subscribed by the individual taking it and certified by the officer before whom it is taken and shall immediately be transmitted to the director and filed and preserved in his office.

(RSMo 1939 § 5528, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5086

Directors to elect officers--duties established by board orbylaws.

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

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

3. The duties of the officers shall be prescribed by the board of directors unless otherwise specified in the bylaws.

(RSMo 1939 § 5529, A.L. 1982 H.B. 1099, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5087

Duties of board.

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

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

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

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

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

(5) To declare dividends;

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

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

(8) To amend the bylaws except for those provisions in other sections of this chapter specifically reserved for membership action.

(RSMo 1939 § 5529, A.L. 1969 H.B. 117, A.L. 1972 S.B. 502, A.L. 1984 H.B. 962, A.L. 1988 H.B. 1097)

Prior revision: 1929 § 5087

Compensation not allowed for board of directors--approval of othersalaries required.

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

2. No salary shall be paid any officer or other employee of a credit union except such as may have been duly approved by the board of directors.

(RSMo 1939 § 5529, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099)

Prior revision: 1929 § 5087

Duties of credit committee--credit manager authorized--delegation ofloan authority--appeal from decision--extension of credit, when.

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

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

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

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

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

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

7. The credit committee or, when authorized, a credit manager may approve in advance, upon its or his own motion or upon application by a member, an extension of credit, and loans may be granted to such members within the limits of such extensions of credit. When an extension of credit has been approved, applications for loans need no further consideration as long as the aggregate obligation does not exceed the limits of such extension of credit. The credit committee or, when authorized, the credit manager shall, at least once a year, review, or cause to be reviewed, all extensions of credit and any extension of credit shall expire if the member becomes more than ninety days delinquent in his obligation to the credit union.

(RSMo 1939 § 5530, A.L. 1941 p. 331, A.L. 1945 p. 689, A.L. 1951 p. 287, A.L. 1955 p. 259, A.L. 1965 p. 568, A.L. 1969 H.B. 117, A.L. 1977 H.B. 48, A.L. 1978 S.B. 746, A.L. 1982 H.B. 1099, A.L. 1984 H.B. 962, A.L. 1986 H.B. 1193, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5088

Powers and duties of supervisory committee.

370.230. 1. The supervisory committee shall make, or cause to be made, an examination of the affairs of the credit union, at least annually, including its books and accounts, and shall make, or cause to be made, a verification of members' share and loan accounts in the same manner and with the same frequency as required by federal law for federal credit unions, and shall review the acts of the board of directors, credit committee and officers, any or all of whom the supervisory committee may suspend at any time by a majority vote.

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

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

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

5. The supervisory committee shall fill vacancies in their own number until the next annual meeting or, if the bylaws so provide, vacancies may be filled by appointment by the board of directors.

(RSMo 1939 § 5531, A.L. 1955 p. 259, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 1984 H.B. 962, A.L. 1986 H.B. 1193, A.L. 1988 H.B. 1097, A.L. 2016 H.B. 1721 merged with S.B. 932)

Prior revision: 1929 § 5089

Employees handling funds of credit union to give surety bond--dutiesof director.

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

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

(L. 1959 S.B. 127)

Capital of credit unions.

370.240. The capital of a credit union shall consist of the outstanding share balances of the several members thereof.

(RSMo 1939 § 5532, A.L. 1945 p. 689)

Prior revision: 1929 § 5090

Lien on shares, share certificates, deposits, share draft andchecking accounts--effect.

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

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

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

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

3. Any share on which a credit union has a lien shall not be subject to garnishment, or other legal process by a creditor.

(RSMo 1939 § 5532, A.L. 1945 p. 689, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5090

Cancellation of shares--member to keep credit union informed ofcurrent address--locator service charge.

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

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

(RSMo 1939 § 5532, A.L. 1945 p. 689, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5090

Entrance and transfer fees.

370.270. A credit union may charge an entrance fee, as may be provided in the bylaws which shall, however, not exceed one dollar. Fully paid-up shares may be transferred to any person upon election to membership, upon such terms as the bylaws may provide and upon the payment of a transfer fee which shall not exceed one dollar.

(RSMo 1939 § 5532, A.L. 1945 p. 689, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5090

Trust accounts, requirements--beneficiaries' rights--payment adischarge of liability, when--death of trust account owner, procedure.

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

(L. 1984 H.B. 962, A.L. 1994 H.B. 1312)

Minors may hold or release shares--subject to lien.

370.283. 1. When shares are issued in the name of any minor, the same shall be held for the exclusive right and benefit of the minor, and free from the control or lien of all other persons, except creditors, and shall be paid, together with dividends thereon, to the person in whose name the shares shall have been issued, and the receipt or acquittance of the minor shall be a valid and sufficient release and discharge to the credit union for the share or any part thereof. To the shares issued in joint tenancy in the name of any minor, all provisions of section 370.287 shall apply.

2. The credit union may require that the minor's parent, guardian, or other person responsible for the minor be a joint owner of the minor's account.

3. Shares on deposit held in the name of a minor are subject to the credit union's lien under section 370.250 and any consensual lien on pledge of shares, which may not be avoided due to the minor's status. The credit union may pay funds to a conservator appointed under section 475.045 and thereby discharge its liability to the minor for the shares. Accounts opened under the Missouri transfers* to minors law, sections 404.005 to 404.094, shall be governed by that law.

(L. 1959 S.B. 127 § 370.282, A.L. 2013 H.B. 478)

*Word "Transfer" appears in original rolls.

Retirement accounts and pension funds, authority to serve as trustee.

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

2. A credit union may act as trustee or custodian under pension and profit sharing plans.

(L. 1984 H.B. 962)

Jointly held shares, survival--effect of incapacity on jointtenancy--payment of shares, release and discharge of the creditunion, when.

370.287. 1. Shares may be issued in joint tenancy with the right of survivorship with any persons, minor or adult, designated by the credit union member, whether or not the names are stated in the conjunctive or the disjunctive or otherwise. But no person so designated as joint tenant shall be permitted to vote, obtain loans or hold office unless such person is within the field of membership and is a qualified member. The records of the credit union describing the issuance, opening, or maintenance of shares in joint tenancy with the right of survivorship in the absence of fraud or undue influence shall be conclusive evidence of the intention of all the joint tenants to vest title to the account any additions thereto in the surviving joint tenants. Any shares so issued and additions thereto of whatever nature shall be the property of such persons as joint tenants and payable by the credit union on the death of any one or more of the joint tenants. If there are two or more surviving joint tenants, such joint tenants shall own the shares as joint tenants with the right of survivorship. The payment and the receipt or acquittance of the shares and additions thereto as described herein to said surviving joint tenants shall be a valid and sufficient release and discharge to the credit union for all amounts so paid.

2. 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 such person's conservator.

3. Shares held in the name of two persons who are husband and wife or the survivor thereof shall be considered a joint tenancy and not a tenancy by the entirety unless specified otherwise.

4. A payment of any or all shares or additions thereto as provided in subsection 1 of this section* shall release and discharge the credit union with respect to the moneys so paid prior to the receipt by the credit union of notice in writing signed by any one of the joint tenants not to pay the shares in accordance with the terms thereof. After receipt of such notice, a credit union may refuse without liability to honor any check, other order to pay, withdrawal receipt, or order to pay out any dividends or interest thereon pending determination of the rights of the parties. No credit union paying any joint tenant in accordance with the provisions of this section shall thereby be liable for any estate or succession taxes which may be due this state. Accounts opened under the Missouri transfers** to minors law, sections 404.005 to 404.094, shall be governed by that law.

(L. 1959 S.B. 127 § 370.285, A.L. 2013 H.B. 478)

*Words "section 1" appear in original rolls.

**Word "Transfer" appears in original rolls.

Power to borrow money from any source.

370.290. A credit union shall have the power to borrow from any source, but the total of such borrowing shall at no time exceed fifty percent of the capital, surplus and reserve fund of the borrowing credit union.

(RSMo 1939 § 5535, A.L. 1951 p. 288)

Prior revision: 1929 § 5093

Loans, interest rate--charges--refunds to members.

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

2. A credit union may charge a borrower expenses of making a loan including title examinations on real estate as defined in section 442.010, used as security for a loan, credit investigations, credit life insurance, and filing and recording fees by governmental agencies.

3. The board may at the close of a dividend period allocate a portion of receipts from interest on loans for the purpose of making an interest refund to members. The refund when made shall be made in proportion to the interest paid by members during the dividend period. The board may deny a refund to a member whose loans have been delinquent during the period. The board may limit the refund to interest from specific classes of loans and make the interest refund to members whose loans are included in such classes.

(RSMo 1939 § 5534, A.L. 1941 p. 331, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 2010 S.B. 630)

Prior revision: 1929 § 5092

Effective 3-01-11

CROSS REFERENCE:

Uniform interest rates required, Const. Art. III § 44

Limitations on loans--installment loans--repayment--loans to directorsand committee members, report required.

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

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

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

4. All loans to directors, credit and supervisory committee members of the credit union shall comply with all the requirements in this chapter and the credit union bylaws with respect to loans to other members and may not be on terms more favorable than those of loans extended to other member-borrowers and such loans shall also be reported at the next regularly scheduled meeting of the board of directors; and further, all such loans shall be reported to the director of the division of credit unions annually.

(RSMo 1939 § 5536, A.L. 1945 p. 689, A.L. 1951 p. 287, A.L. 1965 p. 568, A.L. 1969 H.B. 117, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 1986 H.B. 1193, A.L. 1988 H.B. 1097, A.L. 1991 H.B. 180, A.L. 1994 H.B. 1312, A.L. 2011 S.B. 306)

Prior revision: 1929 § 5094

Reserve fund required.

370.320. All credit unions shall establish and maintain reserves sufficient to qualify for and maintain federal share insurance and meet any requirements concerning minimum reserves established by the director of the credit unions by regulation.

(RSMo 1939 § 5537, A.L. 1945 p. 689, A.L. 1967 p. 509, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099, A.L. 1984 H.B. 962, A.L. 2011 S.B. 306)

Prior revision: 1929 § 5095

Reserves, amounts required, waived when, procedure.

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

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

(L. 1984 H.B. 962)

Reserve fund distribution, when.

370.328. The required reserve funds shall be held to meet contingencies and shall not be distributed to the members except upon dissolution of the credit union or upon approval of the director.

(L. 1984 H.B. 962)

Dividends, when declared--how paid.

370.330. After allocations to required reserves, a credit union may declare dividends on general shares, membership shares, or both, at the discretion of its board of directors and as its bylaws provide.

(RSMo 1939 § 5538, A.L. 1965 p. 569, A.L. 1969 H.B. 117, A.L. 1984 H.B. 962)

Prior revision: 1929 § 5096

Expulsion and withdrawal of members, expelled member's right tohearing--refunds.

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

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

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

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

5. Said member, when withdrawing shares, shall have no further right in said credit union or to any of its benefits, but such expulsion or withdrawal shall not operate to relieve such member from any remaining liability to the credit union.

(RSMo 1939 § 5539, A.L. 1945 p. 689, A.L. 1994 H.B. 1312)

Prior revision: 1929 § 5097

Dissolution of credit union, liquidation procedure, rulemakingauthority, procedure, generally, this chapter.

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

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

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

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

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

6. No rule or portion of a rule promulgated under the authority of this chapter shall become effective unless it has been promulgated pursuant to the provisions of section 536.024.

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

8. Notwithstanding any other provisions of this section, following a membership vote to dissolve the credit union, the director of the division of credit unions, or his or her appointee, may at the request of the board of directors proceed to bring about an orderly dissolution of the credit union as provided in subsection 4 of this section.

(RSMo 1939 § 5540, A.L. 1945 p. 720, A.L. 1972 S.B. 502, A.L. 1985 H.B. 469, A.L. 1993 S.B. 52, A.L. 1995 S.B. 3)

Prior revision: 1929 § 5098

Credit unions may merge--directors to approve plan, procedure.

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

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

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

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

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

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

(5) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

(L. 1955 p. 254, A.L. 1982 H.B. 1099, A.L. 1988 H.B. 1097)

Consolidation into new credit union--directors to approve plan.

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

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

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

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

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

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

(5) Such other provisions with regard to the proposed consolidation as are deemed necessary or desirable.

(L. 1955 p. 254, A.L. 1982 H.B. 1099, A.L. 1988 H.B. 1097)

Submission of plan to meeting of members or shareholders--notice.

370.353. 1. The board of directors of the merging credit union or credit unions, upon approving the plan of merger or consolidation, shall direct, by a resolution, that the plan be submitted at a meeting of the members or shareholders, which may be either an annual or special meeting. Notice of the meeting shall be mailed or delivered to each member not more than thirty days and not less than fourteen days prior to the meeting. All members shall be given the opportunity to vote on the plan of merger or consolidation at a meeting or by written or electronic ballot received no later than the date and time announced for the meeting. All members should be provided the opportunity to vote, without being required to attend the meeting where the proposition is voted on. The notice, whether the meeting is an annual or special meeting, shall state the place, day, hour, and purpose of the meeting, and a copy or summary of the plan of merger or plan of consolidation shall be included in or enclosed with the notice. The board of directors of the surviving credit union named in any such plan of merger need not submit the merger plan to its members but shall, instead, ratify such merger plan according to the procedure stated in section 370.351.

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

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

(L. 1955 p. 254, A.L. 1982 H.B. 1099, A.L. 2011 S.B. 306)

Vote required for approval--director may approve, when.

370.354. 1. At each such meeting, a vote of the members or the shareholders entitled to vote shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of a majority of the members present and voting at the meeting of each of the credit unions, provided a quorum is present.

2. Upon the approval of the members, articles of merger or consolidation shall be submitted to the director of the division of credit unions, who shall approve the same if the merger or consolidation is made in conformity with the laws of this state and is in the best interest of the majority of the members thereof.

(L. 1955 p. 254, A.L. 1972 S.B. 502, A.L. 1982 H.B. 1099)

Certificate of merger or consolidation, issued when--copies, wherefiled.

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

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

(2) The total membership of each credit union;

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

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

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

4. The certificate of merger with a copy of the articles of merger affixed thereto by the director of the division of credit unions, or the certificates of consolidation with the copy of the articles of consolidation and certified copy thereof, with the copy of the articles of consolidation affixed thereto by the director of the division of credit unions, shall be returned to the surviving credit union, or new credit union, as the case may be, or to its representative.

(L. 1955 p. 254, A.L. 1972 S.B. 502)

Shareholder may object to merger or consolidation, procedure--paymentof value of shares.

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

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

3. Any shareholder failing to make demand within the ten day period shall be conclusively presumed to have consented to the merger or consolidation, and shall be bound by the terms thereof.

(L. 1955 p. 254 § 370.357)

Effect of merger or consolidation.

370.357. When the merger or consolidation has been effected:

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

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

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

(4) The surviving or new credit union shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises of each of the merging or consolidating credit unions; and all property, real, personal, and mixed, and all debts due on whatever account, loans, and all other choses in action, and all and every other interest of or belonging to or due to each of the credit unions so merged or consolidated, shall be taken and deemed to be transferred to and vested in the single credit union, without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state, vested in any of the credit unions, shall not revert or be in any way impaired by reason of the merger or consolidation;

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

(6) In case of a merger, the articles of agreement and the bylaws of the surviving credit union shall be deemed to be amended to the extent, if any, that changes in its articles are stated in the articles of merger; and, in the case of a consolidation, the statement set forth in the articles of consolidation, and which are required or permitted to be set forth in the bylaws of credit unions, shall be deemed to be the articles of agreement of the new credit union.

(L. 1955 p. 254 § 370.356, A.L. 1988 H.B. 1097)

Foreign credit union may apply for certificate--transfer of domesticcredit union to another state.

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

2. The application shall state:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(5) When the foregoing provisions are complied with the director of the division of credit unions may issue a certificate of cancellation of the credit union charter, a copy of which shall be filed with the secretary of state.

(L. 1967 p. 509, A.L. 1972 S.B. 502)

Conversion from state to federal or federal to state credit union,procedure.

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

(1) The proposition for the conversion shall first be approved, and a date set for a vote thereon by the members, either at a meeting to be held on the date or by ballot to be cast on or before the date, by a majority of the directors of the state credit union. Written notice of the proposition and of the date set for the vote shall then be delivered in person to each member, or mailed or delivered to each member at the address for the member appearing on the records of the credit union, not more than thirty nor less than fourteen days prior to the date. Approval of the proposition for conversion shall be by the affirmative vote of a majority of the members who vote by written or electronic ballot. All members should be provided the opportunity to vote, without being required to attend the meeting where the proposition is voted on;

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

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

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

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

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

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

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

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

(L. 1967 p. 509, A.L. 1972 S.B. 502, A.L. 2011 S.B. 306)

Unauthorized use of words "credit union" a misdemeanor.

370.360. The use by any person, copartnership, association or corporation, except credit unions formed under the provisions of this chapter or any association composed exclusively of credit unions, including any service corporation wholly owned by credit unions or an association of them, of any name or title which contains the words "credit union" shall be a misdemeanor.

(RSMo 1939 § 5523, A.L. 1972 S.B. 502)

Prior revision: 1929 § 5081

Insurance required, contents--failure to obtain or maintain,effect--exceptions--limitations of insurers.

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

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

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

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

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

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

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

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

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

(L. 1991 H.B. 180)

Effective 3-7-91

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

Central credit union defined--how formed--fee, how determined.

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

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

3. When a central credit union is organized under this section, the director, in lieu of other fees, shall charge the actual and necessary costs of examination, not to exceed three thousand dollars, to the central credit union.

(L. 1977 H.B. 48, A.L. 1978 S.B. 746)

Central credit union conversion, consolidation or merger with bank ortrust company, when, requirements.

370.366. 1. Upon compliance with any applicable laws of the United States and upon obtaining the approval of the directors of the division of finance and the division of credit unions, any central credit union organized pursuant to section 370.365 may be converted under the laws of this state into a bank or trust company located in this state, or may be consolidated or merged with one or more banks or trust companies or central credit unions incorporated under the laws of the United States or any state under the charter of a bank or trust company incorporated under the laws of this state; provided, however, that the central credit union and its members must comply with the procedure, notice and voting requirements of sections 370.351 to 370.357, and that the approval of the director of finance shall not be required for transactions not involving a bank or trust company. The name of the resulting or surviving bank or trust company in the case of conversion, consolidation or merger may be the name of a party to the conversion, consolidation or merger, provided that in no case shall the name contain the word "national" or "federal" or be the same as or deceptively similar to the name of any bank or trust company incorporated under the laws of this state which is engaged in business at the time of the particular conversion, consolidation or merger and is not a party thereto.

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

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

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

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

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

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

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

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

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

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

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

3. In the case of consolidation or merger, the same shall be consummated by each federally chartered central credit union complying with the laws of the United States relating to the consent of its members, by each state-chartered central credit union complying with sections 370.351 to 370.357 relating to the consent of its members, and also by each bank or trust company complying with the provisions of the laws of this state relating to consolidation or merger of banks or trust companies, except that where the resulting institution is a bank rather than a trust company the number and qualifications of directors and any requirement that directors shall or may be divided into classes shall be determined as provided by law for banks. The rights of dissenting shareholders of the bank or trust company shall be determined as provided by the laws of this state in the case of consolidation or merger of banks or trust companies. The rights of dissenting shareholders of the central credit union shall be determined as provided by section 370.356. In the case of consolidation or merger the resulting bank or trust company shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, each central credit union and each bank or trust company which is a party to the consolidation or merger.

(L. 1996 H.B. 1237, A.L. 2008 S.B. 788)

Foreign credit union may operate in state, requirements.

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

(L. 1982 H.B. 1099)

State employees, deductions from compensation authorized,requirements.

370.395. 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 purchase of shares in any credit union which is located in this state, has a state charter, and is insured by an agency of the United States government, or a credit union share guaranty corporation approved by the director.

(L. 1982 H.B. 1099 § 2)

Credit union may act as custodian, when.

370.400. In addition to any other credit union authority, a credit union may act as a custodian for any entity, public or private, and place funds in any other financial institutions, provided such funds are placed in deposits and insured by federal deposit insurance.

(L. 2004 S.B. 1093)


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