Effective - 06 Jul 1994
369.109. Directors, election, powers, qualifications, meetings. — 1. Directors shall be elected by ballot of the members of a mutual association or stockholders of a capital stock association for terms of one or more, but not exceeding, three years, the number of directors to be elected annually to be found by dividing the entire number of directors by the number of years composing a term. The terms of office of directors shall be fixed by the bylaws and each director shall hold office for the term for which the director is elected or until the director's successor is elected and qualified. In case of the death, resignation, removal, or disqualification of one or more of the directors of an association, or of an increase in the number of directors, a majority of the then directors, though less than a quorum, may fill the vacancies until the successor or successors are elected at a members' or stockholders' meeting. Cumulative voting shall only be permitted at any meeting of the members or stockholders in electing directors when it is provided for in the articles of incorporation or bylaws. The board of directors may remove a director if the director is adjudicated disabled or incapacitated by a court, is a debtor in a bankruptcy proceeding, is convicted of a felony, fails to fulfill any of the requirements for holding office, or fails to attend regular meetings of the board for such period as is established by the bylaws without having been excused by the board.
2. The affairs of every savings association shall be managed and its corporate powers exercised by a board of directors. All directors must be at least twenty-one years of age and citizens of the United States. Each director not a resident of Missouri shall by serving as a director appoint the director of the division of finance as the nonresident director's agent for service of process in any action connected with such person's election or service as director. The bylaws may provide that no person shall be eligible to election as a director of any mutual savings association unless such person is the owner in good faith individually, or jointly with the owner's spouse, of an account with a net withdrawal value in the amount set in such bylaws and may establish other criteria and requirements for election of a director not prohibited by the provisions of this chapter. The bylaws may prescribe a maximum age beyond which a person shall be ineligible for election to the board of directors and may prescribe a mandatory retirement age of seventy-five years or less for directors. The board of directors may establish the office of director emeritus. Any such director emeritus may be compensated but shall not be included in the number of directors authorized, or vote, or be counted in determining a quorum, or be subject to the age limitation of this subsection.
3. Redemption of a director's account in a mutual association shall not affect such director's eligibility to act as a director for the term for which the director was elected. No action of the board of directors shall be invalidated because of participation of an ineligible director.
4. Directors and officers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care, and skill which prudent men would exercise under similar circumstances in like positions. In discharging their duties, directors and officers, when acting in good faith, may rely upon financial statements of the savings and loan association represented to them to be correct by the president or officer of the savings association having charge of the books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants, fairly to reflect the financial condition of the savings and loan association and upon reports or audits required to be prepared by any state or federal law or regulation or prepared in the ordinary course of business by an officer or committee charged with the responsibility therefor, and the directors and officers shall incur no liability in so doing. Nothing in this section shall be deemed to require the directors to perform functions vested in any committee, officer or other person pursuant to provisions of sections 369.010 to 369.369.
5. The directors shall hold an annual meeting following the annual meeting of the members of a mutual association or of the stockholders of a capital stock association and such additional meetings as may be prescribed in the bylaws. A majority of the board shall constitute a quorum. The bylaws may provide for an executive committee and other committees of directors and prescribe the authority and duties of such committees.
6. If all of the directors severally or collectively consent in writing to any action to be taken by the directors, such consent shall have the same force and effect as a unanimous vote of the directors at a meeting duly held, and may be stated as such in any certificate or document. The secretary shall file such consents with the minutes of the meetings of the board of directors.
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(L. 1971 S.B. 3 § 21, A.L. 1982 S.B. 464, A.L. 1983 S.B. 44 & 45, A.L. 1989 S.B. 40, A.L. 1990 H.B. 1788, A.L. 1994 H.B. 1165)
Effective 7-06-94