362.042. Restated articles of incorporation may be amended at time of restatement, manner.

MISSOURI STATUTES AND CODES

362.042. Restated articles of incorporation may be amended at time of restatement, manner.

Restated articles of incorporation may be amended at time ofrestatement, manner.

362.042. 1. Any bank or trust company may at any time restate itsarticles of agreement as theretofore amended, in the following manner:

(1) The directors may adopt a resolution setting forth the proposedrestated articles of agreement and directing that they be submitted to avote at a meeting of stockholders, which may be either an annual or aspecial meeting, except that the proposed restated articles of agreementneed not be adopted by the directors and may be submitted directly to anannual or special meeting of stockholders.

(2) Notice shall be given as provided in section 362.044.

(3) At the meeting a vote of the stockholders entitled to votethereon shall be taken on the proposed restated articles. The proposedrestated articles shall be adopted upon receiving the affirmative vote of amajority of the outstanding shares entitled to vote.

(4) Upon such approval, restated articles of agreement shall beexecuted in duplicate by the bank or trust company by its president or avice president and by its cashier or secretary or an assistant cashier orsecretary, and verified by one of the officers signing the articles. Therestated articles shall contain a statement that the restated articlescorrectly set forth without change the corresponding provisions of thearticles of agreement as heretofore amended, and that the restated articlesof agreement supersede the original articles of agreement and allamendments thereto.

(5) Duplicate originals of the restated articles of agreement shallbe delivered to the director of finance. If the director finds that therestated articles conform to law, and that all required fees have beenpaid, he or she shall file the same, and one of such copies shall beretained by the director in the public records of the division of finance.

(6) The director thereupon shall issue a restated certificate ofincorporation setting forth the name of the bank or trust company, theamount of its capital subscribed and paid up in full, the period of itsexistence, and the address and location in the city or town at which thecorporation is authorized to conduct its business. A certified copy of therestated articles shall be attached to the restated certificate ofincorporation and delivered to the bank or trust company.

(7) Upon the issuance of the restated certificate of incorporation bythe director of finance, the restated articles shall supersede the originalarticles of agreement and all amendments thereto.

2. The articles of incorporation may be amended at the time ofrestatement of the articles of incorporation in the following manner:

(1) The procedure required by this chapter for effecting an amendmentto the articles of incorporation may be carried out concurrently with theprocedure for restatement so that the proposed amendment and the restatedarticles may be presented to the same meetings of directors andshareholders;

(2) Such amendment, upon adoption by that percentage vote ofshareholders required for that particular amendment, and on being set forthin the certificate of amendment required by this chapter, may then beincorporated into such restated articles of incorporation;

(3) Duplicate originals of the amended and restated articles ofagreement shall be delivered to the director of finance. If the directorfinds that the amended and restated articles conform to law, and that allrequired fees have been paid, he or she shall file the same, and one ofsuch copies shall be retained by the director in the public records of thedivision of finance;

(4) The director thereupon shall issue a restated certificate ofincorporation setting forth the name of the bank or trust company, theamount of its capital subscribed and paid up in full, the period of itsexistence, and the address and location at which the corporation isauthorized to conduct its business. A certified copy of the amended andrestated articles shall be attached to the restated certificate ofincorporation and delivered to the bank or trust company;

(5) Upon the issuance of the restated certificate of incorporation bythe director of finance, the amended and restated articles shall supersedethe original articles of agreement and all amendments thereto.