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 COMMITTEE SUBSTITUTE FOR
SENATE BILL NO. 97
103RD GENERAL ASSEMBLY
0676S.03C KRISTINA MARTIN, Secretary
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, 1
362.490, and 447.200, RSMo, are repealed and seven new sections 2
enacted in lieu thereof, to be known as sections 362.020, 3
362.247, 362.275, 362.295, 362.424, 362.490, and 370.245, to 4
read as follows:5
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 SCS SB 97 2
(5) The number and the names of the first directors; 17
(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 provide 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 corporatio n 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 required 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 unles s 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 b ank safety and 11 SCS SB 97 3
soundness, directors may attend board meetings by telephonic 12
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 re flect 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 direc tor'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 r emotely, 40
the safety and soundness of the bank or trust company's 41
operation, and the bank or trust company's interest in 42
minimizing the cost of compliance with such regulation. 43 SCS 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 approval 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 the 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 exc eeds 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 loans 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, offic ers, and employees thereof ]. 32 SCS 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 sha ll be 36
rediscounted by the bank or trust company except with 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 p urchase or sale of securities 45
and every discount, loan, acceptance, 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 meeti ng, 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 in 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 SCS 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 conse nt is signed by the 67
director and the bank has no indication 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 considere d 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 cont ain the 4
matters prescribed by the director and shall specifically 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 condi tion 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 pr esident 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 SCS 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 from 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 required by this section on or before the 55
day designated for the making thereof, or shall fail to 56 SCS SB 97 8
include therein any matter required by the director, the 57
bank or trust company shall forfeit to the sta te 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, a nd, upon conviction thereof, upon 67
information, punished by 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 t rust company 76
notifies their customers that such information 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
362.424. 1. For purposes of this section, the 1
following terms mean: 2
(1) "Bank", includes any state or federally chartered 3
bank, savings bank, or savings and loan association 4
providing banking services to Missouri customers; 5 SCS SB 97 9
(2) "Trusted contact", any adult person designated by 6
a bank customer that a bank may contact in the event of an 7
emergency or loss of contact with the customer, or in t he 8
event of suspected third -party fraud or financial 9
exploitation targeting the customer. 10
2. Notwithstanding any other provision of law to the 11
contrary, any bank may report suspected fraudulent activity 12
or financial exploitation targeting any of its customers to 13
a federal, state, county, or municipal law enforcement 14
agency or any appropriate public protective agency and shall 15
be immune from civil liability in doing so. 16
3. Notwithstanding any other provision of law to the 17
contrary, any bank, on a voluntary basis, may offer a 18
trusted contact program to customers who may designate one 19
or more trusted contacts for the bank to contact in the 20
event a customer is not responsive to bank communications, 21
the bank is presented with an urgent mat ter or emergency 22
involving the customer and the bank is unable to locate the 23
customer, or the bank suspects fraudulent activity or 24
financial exploitation targeting the customer or the account 25
has been deemed dormant and the bank is attempting to verify 26
the status and location of the customer. The bank may 27
establish such procedures, requirements, and forms as it 28
deems appropriate and necessary should the bank decide to 29
implement a trusted contact program. 30
4. Notwithstanding any other provision of law to the 31
contrary, any bank may voluntarily offer customers an 32
account with convenience and security features that set 33
transaction limits and permit limited access to view account 34
activity for one or more trusted contacts designated by the 35
customer. 36 SCS SB 97 10
5. No bank shall be liable for the actions of a 37
trusted contact. 38
6. No bank shall be liable for declining to interact 39
with a trusted contact when the bank, in good faith and 40
exercising reasonable care, determines that a trusted 41
contact is not acting in the best interests of the customer. 42
7. A person designated by a customer as a trusted 43
contact who acts in good faith and exercises reasonable care 44
shall be immune from liability. 45
8. A customer may withdraw any appointment of a person 46
as trusted contact at any time and any trusted contact may 47
withdraw from status as a trusted contact at any time. The 48
bank may require such documentation or verification as it 49
deems necessary to establish the withdrawal or termination 50
of a trusted contact. 51
9. No bank shall be civilly liable for implementing or 52
not implementing a trusted contact program or for actions or 53
omissions related to providing or administering a trusted 54
contact program. 55
362.490. 1. Notwithstanding any provision of law of 1
this state or of any political subdivision thereof requiring 2
security for deposits in the form of collateral, surety bond 3
or in any other form, security for such deposits shall not 4
be required to the extent said deposi ts are insured under 5
the provisions of an act of congress creating and 6
establishing the Federal Deposit Insurance Corporation or 7
similar agency created and established by the Congress of 8
the United States. 9
2. (1) As an alternative to the require ments for 10
direct pledging of security for deposit of public funds in 11
excess of the amount that is federally insured or guaranteed 12
pursuant to sections 110.010, 110.020, and 110.060, a 13 SCS SB 97 11
banking institution authorized as legal depositary for 14
public funds may secure the deposits of any governmental 15
entity by granting a security interest in a single pool of 16
securities to secure the repayment of all public funds 17
deposited in the banking institution by such governmental 18
entities and not otherwise federall y insured or secured 19
pursuant to law. 20
(2) A banking institution may secure the deposit of 21
public funds using the direct method as provided in chapter 22
110, or the single bank pooled method provided in this 23
section, or may elect to offer government entities the 24
choice of either method to secure the deposit of public 25
funds. 26
(3) Under the direct method, a banking institution may 27
secure the deposit of public funds of each government entity 28
separately by furnishing securities pursuant to secti ons 29
110.010, 110.020, and 110.060. 30
(4) Under the single bank pooled method a banking 31
institution may secure the deposit of public funds of one or 32
more government entities through a pool of eligible 33
securities held in custody and safekeeping with one or more 34
other banking institutions or safe depositaries, to be held 35
subject to the order of the director of the division of 36
finance or the administrator appointed pursuant to 37
subsection 3 of this section for the benefit of the 38
government entities having public funds deposited with such 39
banking institution as set forth in this section. 40
3. (1) The director of the division of finance shall 41
have exclusive authority to appoint a bank, trust company, 42
or association for Missouri banks which is c hartered or 43
incorporated in Missouri to serve as the administrator with 44
respect to a single bank pooled method. The administrator 45 SCS SB 97 12
shall act as an agent for banking institutions and as the 46
nominee of the government entities for purposes of 47
administering the pool of securities pledged to secure 48
uninsured public fund deposits. The fees and expenses of 49
such administrator shall be paid by the banking institutions 50
utilizing the single bank pooled method. The single bank 51
pooled method shall not be util ized by any banking 52
institution unless an administrator has been appointed by 53
the director pursuant to this section and is acting as the 54
administrator. The director may require the administrator 55
to post a surety bond or security to the director in an 56
amount up to one hundred thousand dollars to assure the 57
faithful performance of the duties of the administrator. 58
(2) At all times the aggregate market value of the 59
pool of securities so deposited, pledged, or in which a 60
security interest is grant ed shall be at least equal to one 61
hundred two percent of the amount on deposit which is in 62
excess of the amount so insured. 63
(3) Each banking institution shall carry on its 64
accounting records at all times a general ledger or other 65
appropriate account of the total amount of all public funds 66
to be secured by the pool of securities as determined at the 67
opening of business each day, and the aggregate market value 68
of the pool of securities pledged, or in which a security 69
interest is granted to secur e such public funds. 70
(4) If a banking institution elects to secure the 71
deposit of public funds through the use of the single bank 72
pooled method, such banking institution shall notify the 73
administrator in writing that it has elected to utilize the 74
single bank pooled method and the proposed effective date 75
thereof and enter such agreement as the administrator may 76
require. 77 SCS SB 97 13
(5) A banking institution may not retain any deposit 78
of public funds which is required to be secured unless it 79
has secured the deposits for the benefit of the government 80
entities having public funds with such banking institution 81
pursuant to this section. 82
(6) Only the securities and collateral described or 83
listed pursuant to section 30.270 for the safekeeping and 84
payment of deposits by the state treasurer may be provided 85
and accepted as security for the deposit of public funds and 86
shall be eligible as collateral. The administrator shall 87
not accept any securities which are not described or listed 88
pursuant to section 30.270. 89
(7) The administrator may establish such procedures 90
and reporting requirements as necessary for depository 91
banking institutions and their safekeeping banks or 92
depositaries to confirm the amount of insured public fund 93
deposits, the pledge of securities to the administrator to 94
secure the deposit of public funds, as agent for each 95
participating banking institution, and to monitor the market 96
value of pledged securities as reported by the custody 97
agents, and to add, substitute, or remo ve securities held in 98
the single bank pool as directed by the depository banking 99
institution. 100
(8) In the event of the failure and insolvency of a 101
banking institution using the single bank pooled method, 102
subject to any order of the director pursua nt to powers 103
vested under chapter 361, the administrator shall direct the 104
safekeeping banks or depositaries to sell the pledged 105
securities and direct proceeds to the payment of the 106
uninsured public fund deposits or to transfer the pledged 107
securities to that banking institution's primary supervisory 108
agency or the duly appointed receiver for the banking 109 SCS SB 97 14
institution to be liquidated to pay out the uninsured public 110
fund deposits. 111
370.245. 1. For purposes of this section, the 1
following terms mean: 2
(1) "Credit union", any state or federally chartered 3
credit union providing financial services to members; 4
(2) "Trusted contact", any adult person designated by 5
a credit union member that a credit union may contact in the 6
event of an emergency or loss of contact with the member, or 7
suspected third party fraud or financial exploitation 8
targeting the member. 9
2. Notwithstanding any other provision of law to the 10
contrary, any credit union may report suspected fraudulent 11
activity or financial exploitation targeting any of its 12
members to a federal, state, county, or municipal law 13
enforcement agency or any appropriate public protective 14
agency and shall be immune from civil liability in doing so. 15
3. Notwithstanding any other provision of law to the 16
contrary, any credit union, on a voluntary basis, may offer 17
a trusted contact program to members who may designate one 18
or more trusted contacts for the credit union to contact in 19
the event a member is not responsive to credit union 20
communications, the credit union is presented with an urgent 21
matter or emergency involving the member and the credit 22
union is unable to locate the member, or the credit union 23
suspects fraudulent activity or financial exploitation 24
targeting the member or the account has been deemed dormant 25
and the credit union is attempting to verify the status and 26
location of the member. The credit union may establish such 27
procedures, requirements, and forms as it deems appropriate 28
and necessary should the credit union opt to implement a 29
trusted contact program. 30 SCS SB 97 15
4. Notwithstanding any other provision of law to the 31
contrary, any credit union may voluntarily offer members an 32
account with convenience and security features that set 33
transaction limits and permit limited access to view account 34
activity for one or more trusted contacts designated by the 35
member. 36
5. No credit union shall be liable for the actions of 37
a trusted contact. 38
6. No credit union shall be liable for declining to 39
interact with a trusted contact when the credit union, in 40
good faith and exercising reasonable care, determines that a 41
trusted contact is not acting in the best interests of the 42
member. 43
7. A person designated by a member as a trusted 44
contact who acts in good faith and exercises reasonable care 45
shall be immune from liability. 46
8. A member may withdraw any appointment of a person 47
as a trusted contact at any time and any trusted contact may 48
withdraw from status as a trusted contact at any tim e. The 49
credit union may require such documentation or verification 50
as it deems necessary to establish the withdrawal or 51
termination of a trusted contact. 52
9. No credit union shall be civilly liable for 53
implementing or not implementing or for acti ons or omissions 54
related to providing or administering a trusted contact 55
program. 56
[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 SCS SB 97 16
or depositor named on such inact ive 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 five 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 s ection, the word 38
"inactive" means a prescribed period during 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