362.325. Charter amended--procedure--notice--duty of director--appeal.
Charter amended--procedure--notice--duty of director--appeal.
362.325. 1. Any bank or trust company may, at any time, and in anyamount, increase or, with the approval of the director, reduce its capitalstock (as to its authorized but unissued shares, its issued shares, and itscapital stock as represented by such issued shares), including a reductionof capital stock by reverse stock split, change its name, change or extendits business or the length of its corporate life, avail itself of theprivileges and provisions of this chapter or otherwise change its articlesof agreement in any way not inconsistent with the provisions of thischapter, with the consent of the persons holding a majority of the stock ofthe bank or trust company, which consent shall be obtained at an annualmeeting or at a special meeting of the shareholders called for thatpurpose. A bank or trust company may, but shall not be obligated to, issuea certificate for a fractional share, and, by action of its board ofdirectors, may in lieu thereof, pay cash equal to the value of thefractional share.
2. The meeting shall be called and notice given as provided insection 362.044.
3. If, at any time and place specified in the notice, stockholdersshall appear in person or by proxy, in number representing not less than amajority of all the shares of stock of the bank or trust company, theyshall organize by choosing one of the directors chairman of the meeting,and a suitable person for secretary, and proceed to a vote of those presentin person or by proxy.
4. If, upon a canvass of the vote at the meeting, it is ascertainedthat the proposition has carried, it shall be so declared by the presidentof the meeting and the proceedings entered of record.
5. When the full amount of the proposed increase has been bona fidesubscribed and paid in cash to the board of directors of the bank or trustcompany or the change has been duly authorized, then a statement of theproceedings, showing a compliance with the provisions of this chapter, theincrease of capital actually subscribed and paid up or the change shall bemade out, signed and verified by the affidavit of the president andcountersigned by the cashier, or secretary, and such statement shall beacknowledged by the president and one certified copy filed in the publicrecords of the division of finance.
6. Upon the filing of the certified copy the director shall promptlysatisfy himself or herself that there has been a compliance in good faithwith all the requirements of the law relating to the increase, decrease orchange, and when he or she is so satisfied he or she shall issue acertificate that the bank or trust company has complied with the law madeand provided for the increase or decrease of capital stock, and the amountto which the capital stock has been increased or decreased or for thechange in the length of its corporate life or any other change provided forin this section. Thereupon, the capital stock of the bank or trust companyshall be increased or decreased to the amount specified in the certificateor the length of the corporate life of the bank shall be changed or otherauthorized change made as specified in the certificate. The certificate,or certified copies thereof, shall be taken in all the courts of the stateas evidence of the increase, decrease or change.
7. Provided, however, that if the change undertaken by the bank ortrust company in its articles of agreement shall provide for the relocationof the bank or trust company in another community, the director shall makeor cause to be made an examination to ascertain whether the convenience andneeds of the new community wherein the bank desires to locate are such asto justify and warrant the opening of the bank therein and whether theprobable volume of business at the new location is sufficient to ensure andmaintain the solvency of the bank and the solvency of the then existingbanks and trust companies at the location, without endangering the safetyof any bank or trust company in the locality as a place of deposit ofpublic and private moneys, and, if the director, as a result of theexamination, be not satisfied in the particulars mentioned or either ofthem, he or she may refuse to issue the certificate applied for, in whichevent he or she shall forthwith give notice of his or her refusal to thebank applying for the certificate, which if it so desires may, within tendays thereafter, appeal from the refusal to the state banking board.
8. All certificates issued by the director of finance relating toamendments to the charter of any bank shall be provided to the bank ortrust company and one certified copy filed in the public records of thedivision of finance.
9. The board of directors may designate a chief executive officer,and such officer will replace the president for purposes of this section.
(RSMo 1939 § 7973, A.L. 1941 p. 670, A.L. 1955 p. 266, A.L. 1961 p. 143, A.L. 1967 p. 445, A.L. 2000 S.B. 896, A.L. 2001 H.B. 738 merged with S.B. 186)Prior revisions: 1929 § 5378; 1919 § 11761; 1909 § 1108
(1974) Held that "convenience and needs of the community" is a broad term encompassing several other statutory requirements and that the term applies only to the area proposed to be served and not to the area which the bank seeks to move from. Blue Ridge Bank v. State Banking Board (A.), 509 S.W.2d 763.