0676S.03C
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SENATE COMMITTEE SUBSTITUTE
FOR
SENATE BILL NO. 97
AN ACT
To repeal sections 362.020, 362.247, 362.275,
362.295, 362.490, and 447.200, RSMo, and to enact in
lieu thereof seven 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,
362.490, and 447.200, RSMo, are repealed and seven new sections
enacted in lieu thereof, to be known as sections 362.020,
362.247, 362.275, 362.295, 362.424, 362.490, and 370.245, to
read as follows:
362.020. 1. The articles of agreement mentioned in
this chapter shall set out:
(1) The corporate name of the proposed corporation.
The corporate name shall not be a name, or an imitation of a
name, used within the preceding fifty ye ars as a corporate
title of a bank or trust company incorporated in this state;
(2) The name of the city or town and county in this
state in which the corporation is to be located;
(3) The amount of the capital stock of the
corporation, the number of shares into which it is divided,
and the par value thereof; that the same has been subscribed
in good faith and all thereof actually paid up in lawful
money of the United States and is in the custody of the
persons named as the first board of directors or managers;
(4) The names and places of residences of the several
shareholders and number of shares subscribed by each;
(5) The number and the names of the first directors;
(6) The purposes for which the corporation is formed ;
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(7) Any provisions relating to the preemptive rights
of a shareholder as provided in section 351.305.
2. The articles of agreement may provide for the
issuance of additional shares of capital stock or other
classes of stock pursuant to the same procedures and
conditions as provided under section 351.180, provided that
such terms and procedures are acceptable to the director of
finance and provided that any notice or other approval
required to be given or obtained from the state of Misso uri
shall be given or obtained from the director of the division
of finance.
3. The articles of agreement may designate the number
of directors necessary to constitute a quorum, and may
provide for the number of years the corporation is to
continue, or may provide that the existence of the
corporation shall continue until the corporation shall be
dissolved by consent of the stockholders or by proceedings
instituted by the state under any statute now in force or
hereafter enacted.
362.247. 1. A majority of the full board of directors
shall constitute a quorum for the transaction of business
unless another number is required by the articles of
agreement, the bylaws or by law. The act of a majority of
the directors present at a meeting at which a quorum is
present shall be the act of the board of directors unless
the act of a greater number is required by the articles of
agreement, the bylaws or by law.
2. Unless otherwise prohibited by statute or
[regulation] an order or memorandum of understanding entered
into with the director of finance related to bank safety and
soundness, directors may attend board meetings by telephonic
conference call or video conferencing, and the bank or trust
company may include in a quorum directors who are not
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physically present but are allowed to vote [, provided the
bank or trust company has a composite rating of 1 or 2 under
the Uniform Financial Institutions Rating System of the
Federal Financial Institution Examination Counse l (FFIEC)].
3. Any director remotely attending a board meeting via
telephone or video conferencing may be counted toward a
quorum for such meeting and, if the director is not
otherwise prohibited, may vote on matters before the bank or
trust company's board so long as the meeting minutes
identify the director appearing remotely and reflect that
the remote director:
(1) Received formal notice of the board meeting for
which he or she is attending or waived such notice as
otherwise provided by law;
(2) Received the board meeting information required
for each board of director's meeting as provided by section
362.275;
(3) Was alone when participating in such board meeting
or was in the physical presence of no one not a director of
such bank or trust company; and
(4) Was able to clearly hear such board meeting
discussion from its beginning to end.
4. The director of the division of finance may
promulgate additional regulations, reasonable in scope, to
provide for the integrity of the board of directors'
operations when directors attend board meetings remotely,
the safety and soundness of the bank or trust company's
operation, and the bank or trust company's interest in
minimizing the cost of compliance with suc h regulation.
362.275. 1. The board of directors of every bank and
trust company organized or doing business pursuant to this
chapter shall hold a regular meeting at least once each
month, or, upon application to and acceptance by the
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director of finance, at such other times, not less
frequently than once each calendar quarter as the director
of finance shall approve, which approval may be rescinded at
any time. There shall be submitted to the meeting a list
giving the aggregate o f loans, discounts, acceptances and
advances, including overdrafts, to each individual,
partnership, corporation or person whose liability to the
bank or trust company has been created, extended, renewed or
increased since the cut -off date prior to the regular
meeting by more than an amount to be determined by the board
of directors, which minimum amount shall not exceed five
percent of the bank's legal loan limit, except the minimum
amount shall in no case be less than ten thousand dollars; a
second list of the aggregate indebtedness of each borrower
whose aggregate indebtedness exceeds five times such minimum
amount, except the aggregate indebtedness shall in no case
be less than fifty thousand dollars; a third list showing
all paper past due thirty days or more or alternatively, the
third list shall report the total past -due ratio for loans
thirty days or more past due, nonaccrual loans divided by
total loans, and a listing of past -due loans in excess of
the minimum amount to be determined by the board of
directors, which minimum amount shall not exceed five
percent of the bank's legal loan limit, except the minimum
amount shall in no case be less than ten thousand dollars [;
and a fourth list showing the aggregate of the then -existing
indebtedness and liability to the bank or trust company of
each of the directors, officers, and employees thereof ].
The information called for in the second [,] and third[, and
fourth] lists shall be submitted as of the date of the
regular meeting or a s of a reasonable date prior thereto.
No bills payable shall be made, and no bills shall be
rediscounted by the bank or trust company except with the
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consent or ratification of the board of directors; provided,
however, that if the bank or trust compa ny is a member of
the federal reserve system, rediscounts may be made to it by
the officers in accordance with its rules, a list of all
rediscounts to be submitted to the next regular meeting of
the board. The director of finance may require, by order ,
that the board of directors of a bank or trust company
approve or disapprove every purchase or sale of securities
and every discount, loan, acceptance, renewal or other
advance including every overdraft over an amount to be
specified in the director 's order and may also require that
the board of directors review, at each monthly meeting, a
list of the aggregate indebtedness of each borrower whose
aggregate indebtedness exceeds an amount to be specified in
the director's order. The minutes of the meeting shall
indicate the compliance with the requirements of this
section. Furthermore, the debtor's identity on the
information required in this subsection may be masked by
code to conceal the actual debtor's identity only for
information mailed to or otherwise provided directors who
are not physically present at the board meeting. The code
used shall be revealed to all directors at the beginning of
each board meeting for which this procedure is used.
2. For any issue in need of immediat e action, the
board of directors or the executive committee of the board
as defined in section 362.253 may enter into a unanimous
consent agreement as permitted by subsection 2 of section
351.340. Such consent may be communicated by facsimile
transmission or by other authenticated record, separately by
each director, provided each consent is signed by the
director and the bank has no indication such signature is
not the director's valid consent. When the bank or trust
company has received unanimou s consent from the board or
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executive committee, the action voted on shall be considered
approved.
362.295. 1. Within ten days after service upon it of
the notice provided for by section 361.130, every bank and
trust company shall mak e a written report to the director,
which report shall be in the form and shall contain the
matters prescribed by the director and shall specifically
state the items of capital, deposits, specie and cash items,
public securities and private securities, real estate and
real estate securities, and such other items as may be
necessary to inform the public as to the financial condition
and solvency of the bank or trust company, or which the
director may deem proper to include therein. In lieu of
requiring direct filing of reports of condition, the
director may accept reports of condition or their equivalent
as filed with federal regulatory agencies and may require
verification and the filing of supplemental information as
the director deems necessa ry.
2. Every report shall be verified by the oaths of the
president or vice president and cashier or secretary or
assistant cashier or assistant secretary, and the
verification shall state that the report is true and correct
in all respects to th e best of the knowledge and belief of
the persons verifying it, and the report shall be attested
by three directors, and shall be a report of the actual
condition of the bank or trust company at the close of
business on the day designated and which day shall be prior
to the call. If the director of finance obtains the data
pursuant to subsection 3 of section 361.130, the director
may rely on the verification provided to the federal
regulatory agency.
3. [Every report, exclusive of the verific ation,
shall, within thirty days after it shall have been filed
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with the director, be published by the bank or trust company
in one newspaper of the place where its place of business is
located, or if no newspaper is published there, in a
newspaper of general circulation in the town and community
in which the bank or trust company is located; the newspaper
to be designated by the board of directors and a copy of the
publication, with the affidavit of the publisher thereto,
shall be attached to the report; provided, if the bank or
trust company is located in a town or city having a
population exceeding ten thousand inhabitants, then the
publication must be in a daily newspaper, if published in
that city; but if the bank or trust company is locate d in a
town or city having a population of ten thousand inhabitants
or less, then the publication may be in either a daily or
weekly newspaper published in the town or city as aforesaid;
and in all cases a copy of the statement shall be posted in
the banking house accessible to all.
4.] The bank and trust company shall also make such
other special reports to the director as he may from time to
time require, in such form and at such date as may be
prescribed by him, and the report shall, if req uired by him,
be verified in such manner as he may prescribe.
[5.] 4. If the bank or trust company shall fail to
make any report required by this section on or before the
day designated for the making thereof, or shall fail to
include therein any matter required by the director, the
bank or trust company shall forfeit to the state the sum of
one hundred dollars for every day that the report shall be
delayed or withheld, and for every day that it shall fail to
report any omitted matter, unless the time therefor shall
have been extended by the director. Should any president,
cashier or secretary of the bank or trust company or any
director thereof fail to make the statement so required of
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him or them, or willfully and corruptly make a false
statement, he or they, and each of them, shall be deemed
guilty of a misdemeanor, and, upon conviction thereof, upon
information, punished by a fine for each offense not
exceeding five hundred dollars and not less than one hundred
dollars, or by impri sonment not less than one or more than
twelve months in the city or county jail, or by both such
fine and imprisonment.
[6.] 5. A bank or trust company [may provide each
written] shall provide a paper or electronic copy of any
regular periodic report required to be [published free of
charge to the public; and when each bank or trust company
notifies their customers that such information is available;
and when one copy of such information is available to each
person that requests it, the newspa per publication
provisions of this section shall not be enforced against
such bank or trust company ] filed under section 361.130 to
each customer that requests it .
362.424. 1. For purposes of this section, the
following terms mean:
(1) "Bank", includes any state or federally chartered
bank, savings bank, or savings and loan association
providing banking services to Missouri customers;
(2) "Trusted contact", any adult person designated by
a bank customer that a bank may c ontact in the event of an
emergency or loss of contact with the customer, or in the
event of suspected third -party fraud or financial
exploitation targeting the customer.
2. Notwithstanding any other provision of law to the
contrary, any bank may report suspected fraudulent activity
or financial exploitation targeting any of its customers to
a federal, state, county, or municipal law enforcement
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agency or any appropriate public protective agency and shall
be immune from civil liability in doin g so.
3. Notwithstanding any other provision of law to the
contrary, any bank, on a voluntary basis, may offer a
trusted contact program to customers who may designate one
or more trusted contacts for the bank to contact in the
event a customer is not responsive to bank communications,
the bank is presented with an urgent matter or emergency
involving the customer and the bank is unable to locate the
customer, or the bank suspects fraudulent activity or
financial exploitation targeting the cus tomer or the account
has been deemed dormant and the bank is attempting to verify
the status and location of the customer. The bank may
establish such procedures, requirements, and forms as it
deems appropriate and necessary should the bank decide to
implement a trusted contact program.
4. Notwithstanding any other provision of law to the
contrary, any bank may voluntarily offer customers an
account with convenience and security features that set
transaction limits and permit limited access t o view account
activity for one or more trusted contacts designated by the
customer.
5. No bank shall be liable for the actions of a
trusted contact.
6. No bank shall be liable for declining to interact
with a trusted contact when the bank, in good faith and
exercising reasonable care, determines that a trusted
contact is not acting in the best interests of the customer.
7. A person designated by a customer as a trusted
contact who acts in good faith and exercises reasonable care
shall be immune from liability.
8. A customer may withdraw any appointment of a person
as trusted contact at any time and any trusted contact may
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withdraw from status as a trusted contract at any time. The
bank may require such documentation or ve rification as it
deems necessary to establish the withdrawal or termination
of a trusted contact.
9. No bank shall be civilly liable for implementing or
not implementing a trusted contact program or for actions or
omissions related to providing o r administering a trusted
contact program.
362.490. 1. Notwithstanding any provision of law of
this state or of any political subdivision thereof requiring
security for deposits in the form of collateral, surety bond
or in any other form, security for such deposits shall not
be required to the extent said deposits are insured under
the provisions of an act of congress creating and
establishing the Federal Deposit Insurance Corporation or
similar agency created and established by th e Congress of
the United States.
2. (1) As an alternative to the requirements for
direct pledging of security for deposit of public funds in
excess of the amount that is federally insured or guaranteed
pursuant to sections 110.010, 110.020, and 110.060, a
banking institution authorized as legal depositary for
public funds may secure the deposits of any governmental
entity by granting a security interest in a single pool of
securities to secure the repayment of all public funds
deposited in the banking institution by such governmental
entities and not otherwise federally insured or secured
pursuant to law.
(2) A banking institution may secure the deposit of
public funds using the direct method as provided in chapter
110, or the single bank pooled method provided in this
section, or may elect to offer government entities the
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choice of either method to secure the deposit of public
funds.
(3) Under the direct method a banking institution may
secure the deposit of public funds o f each government entity
separately by furnishing securities pursuant to sections
110.010, 110.020, and 110.060.
(4) Under the single bank pooled method a banking
institution may secure the deposit of public funds of one or
more government entiti es through a pool of eligible
securities held in custody and safekeeping with one or more
other banking institutions or safe depositaries, to be held
subject to the order of the director of the division of
finance or the administrator appointed pursuan t to
subsection 3 of this section for the benefit of the
government entities having public funds deposited with such
banking institution as set forth in this section.
3. (1) The director of the division of finance shall
have exclusive authority to appoint a bank, trust company,
or association for Missouri banks which is chartered or
incorporated in Missouri, to serve as the administrator with
respect to a single bank pooled method. The administrator
shall act as an agent for banking institut ions and as the
nominee of the government entities for purposes of
administering the pool of securities pledged to secure
uninsured public fund deposits. The fees and expenses of
such administrator shall be paid by the banking institutions
utilizing the single bank pooled method. The single bank
pooled method shall not be utilized by any banking
institution unless an administrator has been appointed by
the director pursuant to this section and is acting as the
administrator. The director may req uire the administrator
to post a surety bond or security to the director in an
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amount up to one hundred thousand dollars to assure the
faithful performance of the duties of the administrator.
(2) At all times the aggregate market value of the
pool of securities so deposited, pledged, or in which a
security interest is granted shall be at least equal to one
hundred two percent of the amount on deposit which is in
excess of the amount so insured.
(3) Each banking institution shall carry on its
accounting records at all times a general ledger or other
appropriate account of the total amount of all public funds
to be secured by the pool of securities as determined at the
opening of business each day, and the aggregate market value
of the pool of securities pledged, or in which a security
interest is granted to secure such public funds.
(4) If a banking institution elects to secure the
deposit of public funds through the use of the single bank
pooled method, such banking institutio n shall notify the
administrator in writing that it has elected to utilize the
single bank pooled method and the proposed effective date
thereof and enter such agreement as the administrator may
require.
(5) A banking institution may not retain a ny deposit
of public funds which is required to be secured unless it
has secured the deposits for the benefit of the government
entities having public funds with such banking institution
pursuant to this section.
(6) Only the securities and colla teral described or
listed pursuant to section 30.270 for the safekeeping and
payment of deposits by the state treasurer may be provided
and accepted as security for the deposit of public funds and
shall be eligible as collateral. The administrator sha ll
not accept any securities which are not described or listed
pursuant to section 30.270.
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(7) The administrator may establish such procedures
and reporting requirements as necessary for depository
banking institutions and their safekeeping banks or
depositaries to confirm the amount of insured public fund
deposits, the pledge of securities to the administrator to
secure the deposit of public funds, as agent for each
participating banking institution, and to monitor the market
value of pledged securities as reported by the custody
agents, and to add, substitute, or remove securities held in
the single bank pool as directed by the depository banking
institution.
(8) In the event of the failure and insolvency of a
banking institution u sing the single bank pooled method,
subject to any order of the director pursuant to powers
vested under chapter 361, the administrator shall direct the
safekeeping banks or depositaries to sell the pledged
securities and direct proceeds to the payment of the
uninsured public fund deposits or to transfer the pledged
securities to that banking institution's primary supervisory
agency or the duly appointed receiver for the banking
institution to be liquidated to pay out the uninsured public
fund deposits.
370.245. 1. For purposes of this section, the
following terms mean:
(1) "Credit union", any state or federally chartered
credit union providing financial services to members;
(2) "Trusted contact", any adult person des ignated by
a credit union member that a credit union may contact in the
event of an emergency or loss of contact with the member, or
suspected third party fraud or financial exploitation
targeting the member.
2. Notwithstanding any other provisio n of law to the
contrary, any credit union may report suspected fraudulent
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activity or financial exploitation targeting any of its
members to a federal, state, county, or municipal law
enforcement agency or any appropriate public protective
agency and shall be immune from civil liability in doing so.
3. Notwithstanding any other provision of law to the
contrary, any credit union, on a voluntary basis, may offer
a trusted contact program to members who may designate one
or more trusted contacts for the credit union to contact in
the event a member is not responsive to credit union
communications, the credit union is presented with an urgent
matter or emergency involving the member and the credit
union is unable to locate the member, or the c redit union
suspects fraudulent activity or financial exploitation
targeting the member or the account has been deemed dormant
and the credit union is attempting to verify the status and
location of the member. The credit union may establish such
procedures, requirements, and forms as it deems appropriate
and necessary should the credit union opt to implement a
trusted contact program.
4. Notwithstanding any other provision of law to the
contrary, any credit union may voluntarily offer member s an
account with convenience and security features that set
transaction limits and permit limited access to view account
activity for one or more trusted contacts designated by the
member.
5. No credit union shall be liable for the actions of
a trusted contact.
6. No credit union shall be liable for declining to
interact with a trusted contact when the credit union, in
good faith and exercising reasonable care, determines that a
trusted contact is not acting in the best interests of the
member.
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7. A person designated by a member as a trusted
contact who acts in good faith and exercises reasonable care
shall be immune from liability.
8. A member may withdraw any appointment of a person
as a trusted contact at any time and any trusted contact may
withdraw from status as a trusted contact at any time. The
credit union may require such documentation or verification
as it deems necessary to establish the withdrawal or
termination of a trusted contact.
9. No credit union shall be civilly liable for
implementing or not implementing or for actions or omissions
related to providing or administering a trusted contact
program.
[447.200. 1. If any consumer deposit
account with a banking organization or financial
organization, as such terms are defined in and
under section 447.503, is determined to be or to
have been inactive for a period of twelve or
more months and if inactivity fees apply to such
account, such banking organization, bank or
financial organization shall notify the person
or depositor named on such inactive account of
such inactivity. Notice may be delivered by
first class mail, with postage prepaid, and
marked "Address Correction Requested", or
alternatively, the notice may be sent or
delivered electronically if the consumer has
consented to receiving electronic disclosures in
accordance with the federal Truth in Savings
Act, 12 U.S.C. Sections 4301 to 4313, and the
regulations promulgated pursuant thereto.
2. Notwithstanding any provision of law to
the contrary, for any consumer deposit account
with a banking organization, bank or financial
organization that is or that has been inactive
for twelve months or more, such bank or
financial organization shall issue a nnual
statements to the person or depositor named on
the account. The organization or a bank may
charge a service fee of up to five dollars for
any statement issued under this subsection,
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provided that such fee shall be withdrawn from
the inactive account.
3. If any consumer deposit account with a
banking organization, bank or financial
organization is determined to be or to have been
inactive for a period of five years, the funds
from such account shall be remitted to the
abandoned fund account established under section
447.543.
4. For purposes of this section, the word
"inactive" means a prescribed period during
which there is no activity or contact initiated
by the person or depositor named on the account,
which results in an inactivity fee or fees being
charged to the account. ]