Association may convert, merge or consolidate with bank or trustcompany--procedure.
369.087. 1. Upon compliance with any applicable laws of the UnitedStates and upon obtaining the approval of the director of finance, anyassociation or federal association as defined in section 369.014, havingits place of business in this state, may be converted pursuant to the lawsof this state into a bank or trust company located in this state, or may beconsolidated or merged with one or* more banks or trust companiesincorporated pursuant to the laws of this state under the charter of a bankor trust company incorporated pursuant to the laws of this state. The nameof the resulting or surviving bank or trust company in the case ofconversion, consolidation or merger may be the name of a party to theconversion, consolidation or merger, provided that in no case shall thename contain the word national or federal or be the same as or deceptivelysimilar to the name of any bank or trust company incorporated pursuant tothe laws of this state which is engaged in business at the time of theparticular conversion, consolidation or merger and is not a party thereto.
2. Upon a majority of the board of directors of any federalassociation certifying to the director that the laws of the United Statesrelating to the approval of stockholders and members have been compliedwith, the majority of the board shall have full power and authority tocomplete the conversion, consolidation or merger on the part of the federalassociation, provided that the rights of the dissenting shareholders of thefederal association shall be determined pursuant to the laws of the UnitedStates.
3. (1) In the case of conversion, the majority of the board ofdirectors of the association or federal association shall proceed asprovided by law for other individuals incorporating a bank or trust companypursuant to the laws of this state; except that, the articles of agreement:
(a) May provide that instead of the capital stock having actuallybeen paid up in money, it is to be paid up in assets of the convertingassociation or federal association, the net value of which is equal to atleast the full amount of the capital stock of the proposed resulting bankor trust company which capital stock shall be no less than that required bylaw for a bank or trust company, as the case may be, to be located in theparticular city or town in which the converting association or federalassociation is located;
(b) Shall provide that the proposed resulting bank or trust companyis and shall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingassociation or federal association, although, as to rights, powers andduties, the proposed resulting institution is a bank or trust companyincorporated pursuant to the laws of the state of Missouri;
(c) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company;
(d) The director may reject any such application upon a determinationthat the treatment accorded the members of the converting association orfederal association is not fair and reasonable;
(2) If the director, as the result of an examination andinvestigation made by the division of finance, is satisfied that suchassets are of such value and that the character, responsibility and generalfitness of the persons named in the articles of agreement are such as tocommand confidence and warrant belief that the business of the proposedcorporation will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to banks or trustcompanies, the director shall grant the charter. If the director is notsatisfied, the director shall forthwith give notice thereof to the majorityof the board of directors of the converting association or federalassociation who shall have the same right of appeal as is provided by thelaws of this state in the case of the proposed incorporators of a new bankor trust company;
(3) Upon the approval of the particular conversion being granted thedirector shall execute and deliver to the majority of the board ofdirectors of the converting association or federal association acertificate declaring that the bank or trust company therein named has beenduly organized and is the institution resulting from the conversion of theassociation or federal association into the resulting bank or trustcompany, and that the resulting bank or trust company is and shall beconsidered the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting association or federalassociation. The certificate shall be recorded in the office of therecorder of deeds of the county or city in which the resulting bank ortrust company is located and the certificate so recorded, or certifiedcopies thereof, shall be taken in all the courts of this state as evidenceof the conversion of the association or federal association into theresulting bank or trust company and that the resulting bank or trustcompany is the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting association or federalassociation;
(4) When the director of finance has given a certificate pursuant tothis section:
(a) The resulting bank or trust company and all its stockholders,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as if such an institution had originally been organized as a bankor trust company pursuant to the laws of this state;
(b) All the rights, franchises and interests of the convertingassociation or federal association in and to every type of property, real,personal and mixed, and choses in action thereto belonging shall be deemedto be transferred to and vest in the resulting bank or trust companywithout any deed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversionand without any order of any court or otherwise shall hold and enjoy thesame and all rights of property and interests including, but not limitedto, appointments, designations and nominations and all other rights andinterests, as trustee, personal representative, conservator, receiver,registrar, assignee and every other fiduciary capacity in the same mannerand to the same extent as these rights and interests were held or enjoyedby the converting association or federal association at the time of itsconversion into the resulting bank or trust company; provided that, itscorporate powers shall be limited to those granted to a bank or trustcompany pursuant to the laws of this state, and further provided that theassociation shall have a period of three years in which to divest itself ofany nonconforming assets.
4. In the case of consolidation or merger the same shall beconsummated by each federal association complying with the laws of theUnited States relating to the consent of its shareholders or members, andalso by each association and each bank or trust company complying with theprovisions of the laws of this state relating to the consolidation ormerger of banks or trust companies, except that, where the resultinginstitution is a bank rather than a trust company, the number andqualifications of directors and any requirement that directors shall or maybe divided into classes shall be determined as provided by law for banks.The rights of dissenting shareholders of each federal association shall bedetermined pursuant to the laws of the United States and the rights of thedissenting shareholders of each association or bank or trust company shallbe determined as provided by the laws of this state in the case ofconsolidation or merger of banks or trust companies. In the case ofconsolidation or merger the resulting bank or trust company shall beconsidered the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, each association or federalassociation and each bank or trust company which is a party to theconsolidation or merger, and all provisions of sections 362.610 to 362.810,RSMo, shall apply in the case of any such consolidation or merger eventhough one or more of the parties is an association or federal association.
Association may convert, merge or consolidate with bank or trustcompany--procedure.
369.087. 1. Upon compliance with any applicable laws of the UnitedStates and upon obtaining the approval of the director of finance, anyassociation or federal association as defined in section 369.014, havingits place of business in this state, may be converted pursuant to the lawsof this state into a bank or trust company located in this state, or may beconsolidated or merged with one or* more banks or trust companiesincorporated pursuant to the laws of this state under the charter of a bankor trust company incorporated pursuant to the laws of this state. The nameof the resulting or surviving bank or trust company in the case ofconversion, consolidation or merger may be the name of a party to theconversion, consolidation or merger, provided that in no case shall thename contain the word national or federal or be the same as or deceptivelysimilar to the name of any bank or trust company incorporated pursuant tothe laws of this state which is engaged in business at the time of theparticular conversion, consolidation or merger and is not a party thereto.
2. Upon a majority of the board of directors of any federalassociation certifying to the director that the laws of the United Statesrelating to the approval of stockholders and members have been compliedwith, the majority of the board shall have full power and authority tocomplete the conversion, consolidation or merger on the part of the federalassociation, provided that the rights of the dissenting shareholders of thefederal association shall be determined pursuant to the laws of the UnitedStates.
3. (1) In the case of conversion, the majority of the board ofdirectors of the association or federal association shall proceed asprovided by law for other individuals incorporating a bank or trust companypursuant to the laws of this state; except that, the articles of agreement:
(a) May provide that instead of the capital stock having actuallybeen paid up in money, it is to be paid up in assets of the convertingassociation or federal association, the net value of which is equal to atleast the full amount of the capital stock of the proposed resulting bankor trust company which capital stock shall be no less than that required bylaw for a bank or trust company, as the case may be, to be located in theparticular city or town in which the converting association or federalassociation is located;
(b) Shall provide that the proposed resulting bank or trust companyis and shall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingassociation or federal association, although, as to rights, powers andduties, the proposed resulting institution is a bank or trust companyincorporated pursuant to the laws of the state of Missouri;
(c) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company;
(d) The director may reject any such application upon a determinationthat the treatment accorded the members of the converting association orfederal association is not fair and reasonable;
(2) If the director, as the result of an examination andinvestigation made by the division of finance, is satisfied that suchassets are of such value and that the character, responsibility and generalfitness of the persons named in the articles of agreement are such as tocommand confidence and warrant belief that the business of the proposedcorporation will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to banks or trustcompanies, the director shall grant the charter. If the director is notsatisfied, the director shall forthwith give notice thereof to the majorityof the board of directors of the converting association or federalassociation who shall have the same right of appeal as is provided by thelaws of this state in the case of the proposed incorporators of a new bankor trust company;
(3) Upon the approval of the particular conversion being granted thedirector shall execute and deliver to the majority of the board ofdirectors of the converting association or federal association acertificate declaring that the bank or trust company therein named has beenduly organized and is the institution resulting from the conversion of theassociation or federal association into the resulting bank or trustcompany, and that the resulting bank or trust company is and shall beconsidered the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting association or federalassociation. The certificate shall be recorded in the office of therecorder of deeds of the county or city in which the resulting bank ortrust company is located and the certificate so recorded, or certifiedcopies thereof, shall be taken in all the courts of this state as evidenceof the conversion of the association or federal association into theresulting bank or trust company and that the resulting bank or trustcompany is the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting association or federalassociation;
(4) When the director of finance has given a certificate pursuant tothis section:
(a) The resulting bank or trust company and all its stockholders,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as if such an institution had originally been organized as a bankor trust company pursuant to the laws of this state;
(b) All the rights, franchises and interests of the convertingassociation or federal association in and to every type of property, real,personal and mixed, and choses in action thereto belonging shall be deemedto be transferred to and vest in the resulting bank or trust companywithout any deed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversionand without any order of any court or otherwise shall hold and enjoy thesame and all rights of property and interests including, but not limitedto, appointments, designations and nominations and all other rights andinterests, as trustee, personal representative, conservator, receiver,registrar, assignee and every other fiduciary capacity in the same mannerand to the same extent as these rights and interests were held or enjoyedby the converting association or federal association at the time of itsconversion into the resulting bank or trust company; provided that, itscorporate powers shall be limited to those granted to a bank or trustcompany pursuant to the laws of this state, and further provided that theassociation shall have a period of three years in which to divest itself ofany nonconforming assets.
4. In the case of consolidation or merger the same shall beconsummated by each federal association complying with the laws of theUnited States relating to the consent of its shareholders or members, andalso by each association and each bank or trust company complying with theprovisions of the laws of this state relating to the consolidation ormerger of banks or trust companies, except that, where the resultinginstitution is a bank rather than a trust company, the number andqualifications of directors and any requirement that directors shall or maybe divided into classes shall be determined as provided by law for banks.The rights of dissenting shareholders of each federal association shall bedetermined pursuant to the laws of the United States and the rights of thedissenting shareholders of each association or bank or trust company shallbe determined as provided by the laws of this state in the case ofconsolidation or merger of banks or trust companies. In the case ofconsolidation or merger the resulting bank or trust company shall beconsidered the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, each association or federalassociation and each bank or trust company which is a party to theconsolidation or merger, and all provisions of sections 362.610 to 362.810,RSMo, shall apply in the case of any such consolidation or merger eventhough one or more of the parties is an association or federal association.
Association may convert, merge or consolidate with bank or trustcompany--procedure.
369.087. 1. Upon compliance with any applicable laws of the UnitedStates and upon obtaining the approval of the director of finance, anyassociation or federal association as defined in section 369.014, havingits place of business in this state, may be converted pursuant to the lawsof this state into a bank or trust company located in this state, or may beconsolidated or merged with one or* more banks or trust companiesincorporated pursuant to the laws of this state under the charter of a bankor trust company incorporated pursuant to the laws of this state. The nameof the resulting or surviving bank or trust company in the case ofconversion, consolidation or merger may be the name of a party to theconversion, consolidation or merger, provided that in no case shall thename contain the word national or federal or be the same as or deceptivelysimilar to the name of any bank or trust company incorporated pursuant tothe laws of this state which is engaged in business at the time of theparticular conversion, consolidation or merger and is not a party thereto.
2. Upon a majority of the board of directors of any federalassociation certifying to the director that the laws of the United Statesrelating to the approval of stockholders and members have been compliedwith, the majority of the board shall have full power and authority tocomplete the conversion, consolidation or merger on the part of the federalassociation, provided that the rights of the dissenting shareholders of thefederal association shall be determined pursuant to the laws of the UnitedStates.
3. (1) In the case of conversion, the majority of the board ofdirectors of the association or federal association shall proceed asprovided by law for other individuals incorporating a bank or trust companypursuant to the laws of this state; except that, the articles of agreement:
(a) May provide that instead of the capital stock having actuallybeen paid up in money, it is to be paid up in assets of the convertingassociation or federal association, the net value of which is equal to atleast the full amount of the capital stock of the proposed resulting bankor trust company which capital stock shall be no less than that required bylaw for a bank or trust company, as the case may be, to be located in theparticular city or town in which the converting association or federalassociation is located;
(b) Shall provide that the proposed resulting bank or trust companyis and shall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingassociation or federal association, although, as to rights, powers andduties, the proposed resulting institution is a bank or trust companyincorporated pursuant to the laws of the state of Missouri;
(c) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company;
(d) The director may reject any such application upon a determinationthat the treatment accorded the members of the converting association orfederal association is not fair and reasonable;
(2) If the director, as the result of an examination andinvestigation made by the division of finance, is satisfied that suchassets are of such value and that the character, responsibility and generalfitness of the persons named in the articles of agreement are such as tocommand confidence and warrant belief that the business of the proposedcorporation will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to banks or trustcompanies, the director shall grant the charter. If the director is notsatisfied, the director shall forthwith give notice thereof to the majorityof the board of directors of the converting association or federalassociation who shall have the same right of appeal as is provided by thelaws of this state in the case of the proposed incorporators of a new bankor trust company;
(3) Upon the approval of the particular conversion being granted thedirector shall execute and deliver to the majority of the board ofdirectors of the converting association or federal association acertificate declaring that the bank or trust company therein named has beenduly organized and is the institution resulting from the conversion of theassociation or federal association into the resulting bank or trustcompany, and that the resulting bank or trust company is and shall beconsidered the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting association or federalassociation. The certificate shall be recorded in the office of therecorder of deeds of the county or city in which the resulting bank ortrust company is located and the certificate so recorded, or certifiedcopies thereof, shall be taken in all the courts of this state as evidenceof the conversion of the association or federal association into theresulting bank or trust company and that the resulting bank or trustcompany is the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting association or federalassociation;
(4) When the director of finance has given a certificate pursuant tothis section:
(a) The resulting bank or trust company and all its stockholders,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as if such an institution had originally been organized as a bankor trust company pursuant to the laws of this state;
(b) All the rights, franchises and interests of the convertingassociation or federal association in and to every type of property, real,personal and mixed, and choses in action thereto belonging shall be deemedto be transferred to and vest in the resulting bank or trust companywithout any deed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversionand without any order of any court or otherwise shall hold and enjoy thesame and all rights of property and interests including, but not limitedto, appointments, designations and nominations and all other rights andinterests, as trustee, personal representative, conservator, receiver,registrar, assignee and every other fiduciary capacity in the same mannerand to the same extent as these rights and interests were held or enjoyedby the converting association or federal association at the time of itsconversion into the resulting bank or trust company; provided that, itscorporate powers shall be limited to those granted to a bank or trustcompany pursuant to the laws of this state, and further provided that theassociation shall have a period of three years in which to divest itself ofany nonconforming assets.
4. In the case of consolidation or merger the same shall beconsummated by each federal association complying with the laws of theUnited States relating to the consent of its shareholders or members, andalso by each association and each bank or trust company complying with theprovisions of the laws of this state relating to the consolidation ormerger of banks or trust companies, except that, where the resultinginstitution is a bank rather than a trust company, the number andqualifications of directors and any requirement that directors shall or maybe divided into classes shall be determined as provided by law for banks.The rights of dissenting shareholders of each federal association shall bedetermined pursuant to the laws of the United States and the rights of thedissenting shareholders of each association or bank or trust company shallbe determined as provided by the laws of this state in the case ofconsolidation or merger of banks or trust companies. In the case ofconsolidation or merger the resulting bank or trust company shall beconsidered the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, each association or federalassociation and each bank or trust company which is a party to theconsolidation or merger, and all provisions of sections 362.610 to 362.810,RSMo, shall apply in the case of any such consolidation or merger eventhough one or more of the parties is an association or federal association.
