Officers and employees--limitation on powers--appointment ofpresident not required--chief executive officer not required to bemember of board, when.
362.335. 1. The directors may appoint and remove any cashier,secretary or other officer or employee at pleasure.
2. The cashier, secretary or any other officer or employee shall notendorse, pledge or hypothecate any notes, bonds or other obligationsreceived by the corporation for money loaned, until such power andauthority is given the cashier, secretary or other officer or employee bythe board of directors, pursuant to a resolution of the board of directors,a written record of which proceedings shall first have been made; and acertified copy of the resolution, signed by the president and cashier orsecretary with the corporate seal annexed, shall be conclusive evidence ofthe grant of this power; and all acts of endorsing, pledging andhypothecating done by the cashier, secretary or other officer or employeeof the bank or trust company without the authority from the board ofdirectors shall be null and void. The board of directors may designate achief executive officer who is not the president, but who shall perform allthe duties of the president required by this section.
3. A bank or trust company may appoint such officers as provided forin the articles of agreement, bylaws or as otherwise provided by law,however provided the directors appoint an officer that is also designatedas the chief executive officer, the bank or trust company shall not berequired to appoint an officer designated as president. When the chiefexecutive officer owns or controls fifty percent or more of the votingstock of the bank or trust company, such chief executive officer shall notbe required to be a member of the board of directors, unless the directorof the division of finance determines such officer's presence is necessaryto prevent unsafe and unsound banking activity.
(RSMo 1939 § 7975, A.L. 1967 p. 445, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2002 S.B. 895)
Officers and employees--limitation on powers--appointment ofpresident not required--chief executive officer not required to bemember of board, when.
362.335. 1. The directors may appoint and remove any cashier,secretary or other officer or employee at pleasure.
2. The cashier, secretary or any other officer or employee shall notendorse, pledge or hypothecate any notes, bonds or other obligationsreceived by the corporation for money loaned, until such power andauthority is given the cashier, secretary or other officer or employee bythe board of directors, pursuant to a resolution of the board of directors,a written record of which proceedings shall first have been made; and acertified copy of the resolution, signed by the president and cashier orsecretary with the corporate seal annexed, shall be conclusive evidence ofthe grant of this power; and all acts of endorsing, pledging andhypothecating done by the cashier, secretary or other officer or employeeof the bank or trust company without the authority from the board ofdirectors shall be null and void. The board of directors may designate achief executive officer who is not the president, but who shall perform allthe duties of the president required by this section.
3. A bank or trust company may appoint such officers as provided forin the articles of agreement, bylaws or as otherwise provided by law,however provided the directors appoint an officer that is also designatedas the chief executive officer, the bank or trust company shall not berequired to appoint an officer designated as president. When the chiefexecutive officer owns or controls fifty percent or more of the votingstock of the bank or trust company, such chief executive officer shall notbe required to be a member of the board of directors, unless the directorof the division of finance determines such officer's presence is necessaryto prevent unsafe and unsound banking activity.
(RSMo 1939 § 7975, A.L. 1967 p. 445, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2002 S.B. 895)
Officers and employees--limitation on powers--appointment ofpresident not required--chief executive officer not required to bemember of board, when.
362.335. 1. The directors may appoint and remove any cashier,secretary or other officer or employee at pleasure.
2. The cashier, secretary or any other officer or employee shall notendorse, pledge or hypothecate any notes, bonds or other obligationsreceived by the corporation for money loaned, until such power andauthority is given the cashier, secretary or other officer or employee bythe board of directors, pursuant to a resolution of the board of directors,a written record of which proceedings shall first have been made; and acertified copy of the resolution, signed by the president and cashier orsecretary with the corporate seal annexed, shall be conclusive evidence ofthe grant of this power; and all acts of endorsing, pledging andhypothecating done by the cashier, secretary or other officer or employeeof the bank or trust company without the authority from the board ofdirectors shall be null and void. The board of directors may designate achief executive officer who is not the president, but who shall perform allthe duties of the president required by this section.
3. A bank or trust company may appoint such officers as provided forin the articles of agreement, bylaws or as otherwise provided by law,however provided the directors appoint an officer that is also designatedas the chief executive officer, the bank or trust company shall not berequired to appoint an officer designated as president. When the chiefexecutive officer owns or controls fifty percent or more of the votingstock of the bank or trust company, such chief executive officer shall notbe required to be a member of the board of directors, unless the directorof the division of finance determines such officer's presence is necessaryto prevent unsafe and unsound banking activity.
(RSMo 1939 § 7975, A.L. 1967 p. 445, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2002 S.B. 895)
