362.247. Board, quorum--directors not physically present, counted when.

MISSOURI STATUTES AND CODES

362.247. Board, quorum--directors not physically present, counted when.

Board, quorum--directors not physically present, counted when.

362.247. 1. A majority of the full board of directors shallconstitute a quorum for the transaction of business unless another numberis required by the articles of agreement, the bylaws or by law. The act ofa majority of the directors present at a meeting at which a quorum ispresent shall be the act of the board of directors unless the act of agreater number is required by the articles of agreement, the bylaws or bylaw.

2. When the board of directors meets by telephonic conference call orvideo conferencing, the bank or trust company may include in a quorumdirectors who are not physically present but are allowed to vote, providedthe bank and directors meet the applicable requirements of this section asfollows:

(1) The bank or trust company has a composite rating of 1 or 2 underthe CAMELS (Capital, Assets, Management, Earnings, Liquidity, andSensitivity) rating system of the Federal Financial Institution ExaminationCounsel (FFIEC); and

(2) The bank or trust company's board meeting will not be attended byrepresentatives of the bank or trust company's state or federal bankregulator.

3. Any director who is not physically present within the common areafor the meeting and wishes to be counted toward a quorum for such meetingshall sign an affidavit under penalty of perjury that such director:

(1) Received formal notice of the board meeting for which he or sheis attending or waived such notice as otherwise provided by law;

(2) Received the board meeting information required for each board ofdirector's meeting as provided by section 362.275; and

(3) Was alone when participating in such board meeting or was in thephysical presence of no one not a director of such bank or trust company,and was able to clearly hear such board meeting discussion from itsbeginning to end.

4. Notwithstanding the provisions of subsections 2 and 3 of thissection to the contrary, the director of the division of finance maypromulgate alternative or additional regulations, reasonable in scope, toprovide for the integrity of the board of directors' operations whendirectors who are not physically present and counted toward such board'squorum, provided the regulations balance the integrity of such board'soperation with the bank or trust company's interest in minimizing the costof compliance with such regulation.

5. The sole remedy when the bank, trust company or director fails tofollow the procedures for directors who are not physically present andcounted toward the board's quorum as provided in this section shall belimited to such action as the division of finance may bring under itsenforcement authority as provided in chapter 361, RSMo.