EXPLANATION-Matter enclosed in bold-faced brackets [thus] in this bill is not enacted
and is intended to be omitted in the law.
FIRST REGULAR SESSION
SENATE BILL NO. 97
103RD GENERAL ASSEMBLY
INTRODUCED BY SENATOR CRAWFORD.
0676S.01I KRISTINA MARTIN, Secretary
AN ACT
To repeal sections 362.020, 362.247, 362.275, 362.295, and 447.200, RSMo, and to enact in lieu
thereof four new sections relating to financial institutions, with penalty provisions.
Be it enacted by the General Assembly of the State of Missouri, as follows:
Section A. Sections 362.020, 362.247, 362.275, 362.295, 1
and 447.200, RSMo, are repealed and four new sections enacted 2
in lieu thereof, to be known as sections 362.020, 362.247, 3
362.275, and 362.295, to read as follows:4
362.020. 1. The articles of agreement mentioned in 1
this chapter shall set out: 2
(1) The corporate name of the proposed corporation. 3
The corporate name shall not be a name, or an imitation of a 4
name, used within the preceding fifty years as a corporate 5
title of a bank or trust company incorporated in this state; 6
(2) The name of the city or town and county in this 7
state in which the corporation is to be located; 8
(3) The amount of the capital stock of the 9
corporation, the number of shares into which it is divided, 10
and the par value thereof; that the same has been subscribed 11
in good faith and all thereof actually paid up in lawful 12
money of the United States and is in the custody of the 13
persons named as the first board of directors or managers; 14
(4) The names and places of residences of the several 15
shareholders and number of shares subscribed by each; 16
(5) The number and the names of the first directors; 17 SB 97 2
(6) The purposes for which the corporation is formed; 18
(7) Any provisions relating to the preemptive rights 19
of a shareholder as provided in section 351.305. 20
2. The articles of agreement may pr ovide for the 21
issuance of additional shares of capital stock or other 22
classes of stock pursuant to the same procedures and 23
conditions as provided under section 351.180, provided that 24
such terms and procedures are acceptable to the director of 25
finance and provided that any notice or other approval 26
required to be given or obtained from the state of Missouri 27
shall be given or obtained from the director of the division 28
of finance. 29
3. The articles of agreement may designate the number 30
of directors necessary to constitute a quorum, and may 31
provide for the number of years the corporation is to 32
continue, or may provide that the existence of the 33
corporation shall continue until the corporation shall be 34
dissolved by consent of the stockholders or by proceedings 35
instituted by the state under any statute now in force or 36
hereafter enacted. 37
362.247. 1. A majority of the full board of directors 1
shall constitute a quorum for the transaction of business 2
unless another number is requ ired by the articles of 3
agreement, the bylaws or by law. The act of a majority of 4
the directors present at a meeting at which a quorum is 5
present shall be the act of the board of directors unless 6
the act of a greater number is required by the articles of 7
agreement, the bylaws or by law. 8
2. Unless otherwise prohibited by statute or 9
[regulation] an order or memorandum of understanding entered 10
into with the director of finance related to bank safety and 11
soundness, directors may attend board meet ings by telephonic 12 SB 97 3
conference call or video conferencing, and the bank or trust 13
company may include in a quorum directors who are not 14
physically present but are allowed to vote [, provided the 15
bank or trust company has a composite rating of 1 or 2 under 16
the Uniform Financial Institutions Rating System of the 17
Federal Financial Institution Examination Counsel (FFIEC) ]. 18
3. Any director remotely attending a board meeting via 19
telephone or video conferencing may be counted toward a 20
quorum for such meeting and, if the director is not 21
otherwise prohibited, may vote on matters before the bank or 22
trust company's board so long as the meeting minutes 23
identify the director appearing remotely and reflect that 24
the remote director: 25
(1) Received formal notice of the board meeting for 26
which he or she is attending or waived such notice as 27
otherwise provided by law; 28
(2) Received the board meeting information required 29
for each board of director's meeting as provided by section 30
362.275; 31
(3) Was alone when participating in such board meeting 32
or was in the physical presence of no one not a director of 33
such bank or trust company; and 34
(4) Was able to clearly hear such board meeting 35
discussion from its beginning to end. 36
4. The director of the division of finance may 37
promulgate additional regulations, reasonable in scope, to 38
provide for the integrity of the board of directors' 39
operations when directors attend board meetings remotely, 40
the safety and soundness of the bank or trust co mpany's 41
operation, and the bank or trust company's interest in 42
minimizing the cost of compliance with such regulation. 43 SB 97 4
362.275. 1. The board of directors of every bank and 1
trust company organized or doing business pursuant to this 2
chapter shall hold a regular meeting at least once each 3
month, or, upon application to and acceptance by the 4
director of finance, at such other times, not less 5
frequently than once each calendar quarter as the director 6
of finance shall approve, which a pproval may be rescinded at 7
any time. There shall be submitted to the meeting a list 8
giving the aggregate of loans, discounts, acceptances and 9
advances, including overdrafts, to each individual, 10
partnership, corporation or person whose liability to th e 11
bank or trust company has been created, extended, renewed or 12
increased since the cut -off date prior to the regular 13
meeting by more than an amount to be determined by the board 14
of directors, which minimum amount shall not exceed five 15
percent of the bank's legal loan limit, except the minimum 16
amount shall in no case be less than ten thousand dollars; a 17
second list of the aggregate indebtedness of each borrower 18
whose aggregate indebtedness exceeds five times such minimum 19
amount, except the aggregate indebtedness shall in no case 20
be less than fifty thousand dollars; a third list showing 21
all paper past due thirty days or more or alternatively, the 22
third list shall report the total past -due ratio for loans 23
thirty days or more past due, nonaccrual lo ans divided by 24
total loans, and a listing of past -due loans in excess of 25
the minimum amount to be determined by the board of 26
directors, which minimum amount shall not exceed five 27
percent of the bank's legal loan limit, except the minimum 28
amount shall in no case be less than ten thousand dollars [; 29
and a fourth list showing the aggregate of the then -existing 30
indebtedness and liability to the bank or trust company of 31
each of the directors, officers, and employees thereof ]. 32 SB 97 5
The information called for in the second[,] and third[, and 33
fourth] lists shall be submitted as of the date of the 34
regular meeting or as of a reasonable date prior thereto. 35
No bills payable shall be made, and no bills shall be 36
rediscounted by the bank or trust company except wi th the 37
consent or ratification of the board of directors; provided, 38
however, that if the bank or trust company is a member of 39
the federal reserve system, rediscounts may be made to it by 40
the officers in accordance with its rules, a list of all 41
rediscounts to be submitted to the next regular meeting of 42
the board. The director of finance may require, by order, 43
that the board of directors of a bank or trust company 44
approve or disapprove every purchase or sale of securities 45
and every discount, loan, a cceptance, renewal or other 46
advance including every overdraft over an amount to be 47
specified in the director's order and may also require that 48
the board of directors review, at each monthly meeting, a 49
list of the aggregate indebtedness of each borrower whose 50
aggregate indebtedness exceeds an amount to be specified in 51
the director's order. The minutes of the meeting shall 52
indicate the compliance with the requirements of this 53
section. Furthermore, the debtor's identity on the 54
information required i n this subsection may be masked by 55
code to conceal the actual debtor's identity only for 56
information mailed to or otherwise provided directors who 57
are not physically present at the board meeting. The code 58
used shall be revealed to all directors at the beginning of 59
each board meeting for which this procedure is used. 60
2. For any issue in need of immediate action, the 61
board of directors or the executive committee of the board 62
as defined in section 362.253 may enter into a unanimous 63
consent agreement as permitted by subsection 2 of section 64 SB 97 6
351.340. Such consent may be communicated by facsimile 65
transmission or by other authenticated record, separately by 66
each director, provided each consent is signed by the 67
director and the bank has no indicati on such signature is 68
not the director's valid consent. When the bank or trust 69
company has received unanimous consent from the board or 70
executive committee, the action voted on shall be considered 71
approved. 72
362.295. 1. Within ten days after service upon it of 1
the notice provided for by section 361.130, every bank and 2
trust company shall make a written report to the director, 3
which report shall be in the form and shall contain the 4
matters prescribed by the director and shall spec ifically 5
state the items of capital, deposits, specie and cash items, 6
public securities and private securities, real estate and 7
real estate securities, and such other items as may be 8
necessary to inform the public as to the financial condition 9
and solvency of the bank or trust company, or which the 10
director may deem proper to include therein. In lieu of 11
requiring direct filing of reports of condition, the 12
director may accept reports of condition or their equivalent 13
as filed with federal regulatory agencies and may require 14
verification and the filing of supplemental information as 15
the director deems necessary. 16
2. Every report shall be verified by the oaths of the 17
president or vice president and cashier or secretary or 18
assistant cashier or assistant secretary, and the 19
verification shall state that the report is true and correct 20
in all respects to the best of the knowledge and belief of 21
the persons verifying it, and the report shall be attested 22
by three directors, and shall be a report of the actual 23
condition of the bank or trust company at the close of 24 SB 97 7
business on the day designated and which day shall be prior 25
to the call. If the director of finance obtains the data 26
pursuant to subsection 3 of section 361.130, the director 27
may rely on the verification provided to the federal 28
regulatory agency. 29
3. [Every report, exclusive of the verification, 30
shall, within thirty days after it shall have been filed 31
with the director, be published by the bank or trust company 32
in one newspaper of the place where its place of business is 33
located, or if no newspaper is published there, in a 34
newspaper of general circulation in the town and community 35
in which the bank or trust company is located; the newspaper 36
to be designated by the board of directors and a copy of the 37
publication, with the affidavit of the publisher thereto, 38
shall be attached to the report; provided, if the bank or 39
trust company is located in a town or city having a 40
population exceeding ten thousand inhabitants, then the 41
publication must be in a daily newspaper, if published in 42
that city; but if the bank or trust company is located in a 43
town or city having a population of ten thousand inhabitants 44
or less, then the publication may be in either a daily or 45
weekly newspaper published in the town or city as aforesaid; 46
and in all cases a copy of the statement shall be posted in 47
the banking house accessible to all. 48
4.] The bank and trust company shall also make such 49
other special reports to the director as he may fro m time to 50
time require, in such form and at such date as may be 51
prescribed by him, and the report shall, if required by him, 52
be verified in such manner as he may prescribe. 53
[5.] 4. If the bank or trust company shall fail to 54
make any report requir ed by this section on or before the 55
day designated for the making thereof, or shall fail to 56 SB 97 8
include therein any matter required by the director, the 57
bank or trust company shall forfeit to the state the sum of 58
one hundred dollars for every day that the report shall be 59
delayed or withheld, and for every day that it shall fail to 60
report any omitted matter, unless the time therefor shall 61
have been extended by the director. Should any president, 62
cashier or secretary of the bank or trust company or any 63
director thereof fail to make the statement so required of 64
him or them, or willfully and corruptly make a false 65
statement, he or they, and each of them, shall be deemed 66
guilty of a misdemeanor, and, upon conviction thereof, upon 67
information, punished b y a fine for each offense not 68
exceeding five hundred dollars and not less than one hundred 69
dollars, or by imprisonment not less than one or more than 70
twelve months in the city or county jail, or by both such 71
fine and imprisonment. 72
[6.] 5. A bank or trust company [may provide each 73
written] shall provide a paper or electronic copy of any 74
regular periodic report required to be [published free of 75
charge to the public; and when each bank or trust company 76
notifies their customers that such informati on is available; 77
and when one copy of such information is available to each 78
person that requests it, the newspaper publication 79
provisions of this section shall not be enforced against 80
such bank or trust company ] filed under section 361.130 to 81
each customer that requests it . 82
[447.200. 1. If any consumer deposit 1
account with a banking organization or financial 2
organization, as such terms are defined in and 3
under section 447.503, is determined to be or to 4
have been inactive for a period of twelve or 5
more months and if inactivity fees apply to such 6
account, such banking organization, bank or 7
financial organization shall notify the person 8 SB 97 9
or depositor named on such inactive account of 9
such inactivity. Notice may be delivered by 10
first class mail, with postage prepaid, and 11
marked "Address Correction Requested", or 12
alternatively, the notice may be sent or 13
delivered electronically if the consumer has 14
consented to receiving electronic disclosures in 15
accordance with the federal Truth in Savings 16
Act, 12 U.S.C. Sections 4301 to 4313, and the 17
regulations promulgated pursuant thereto. 18
2. Notwithstanding any provision of law to 19
the contrary, for any consumer deposit account 20
with a banking organization, bank or financial 21
organization that is or that has been inactive 22
for twelve months or more, such bank or 23
financial organization shall issue annual 24
statements to the person or depositor named on 25
the account. The organization or a bank may 26
charge a service fee of up to fiv e dollars for 27
any statement issued under this subsection, 28
provided that such fee shall be withdrawn from 29
the inactive account. 30
3. If any consumer deposit account with a 31
banking organization, bank or financial 32
organization is determined to be or to have been 33
inactive for a period of five years, the funds 34
from such account shall be remitted to the 35
abandoned fund account established under section 36
447.543. 37
4. For purposes of this section, the word 38
"inactive" means a prescribed period durin g 39
which there is no activity or contact initiated 40
by the person or depositor named on the account, 41
which results in an inactivity fee or fees being 42
charged to the account. ] 43