369.109. Directors, election, powers, qualifications, meetings.
Directors, election, powers, qualifications, meetings.
369.109. 1. Directors shall be elected by ballot of themembers of a mutual association or stockholders of a capitalstock association for terms of one or more, but not exceeding,three years, the number of directors to be elected annually to befound by dividing the entire number of directors by the number ofyears composing a term. The terms of office of directors shallbe fixed by the bylaws and each director shall hold office forthe term for which the director is elected or until thedirector's successor is elected and qualified. In case of thedeath, resignation, removal, or disqualification of one or moreof the directors of an association, or of an increase in thenumber of directors, a majority of the then directors, thoughless than a quorum, may fill the vacancies until the successor orsuccessors are elected at a members' or stockholders' meeting.Cumulative voting shall only be permitted at any meeting of themembers or stockholders in electing directors when it is providedfor in the articles of incorporation or bylaws. The board ofdirectors may remove a director if the director is adjudicateddisabled or incapacitated by a court, is a debtor in a bankruptcyproceeding, is convicted of a felony, fails to fulfill any of therequirements for holding office, or fails to attend regularmeetings of the board for such period as is established by thebylaws without having been excused by the board.
2. The affairs of every savings association shall bemanaged and its corporate powers exercised by a board ofdirectors. All directors must be at least twenty-one years ofage and citizens of the United States. Each director not aresident of Missouri shall by serving as a director appoint thedirector of the division of finance as the nonresident director'sagent for service of process in any action connected with suchperson's election or service as director. The bylaws may providethat no person shall be eligible to election as a director of anymutual savings association unless such person is the owner ingood faith individually, or jointly with the owner's spouse, ofan account with a net withdrawal value in the amount set in suchbylaws and may establish other criteria and requirements forelection of a director not prohibited by the provisions of thischapter. The bylaws may prescribe a maximum age beyond which aperson shall be ineligible for election to the board of directorsand may prescribe a mandatory retirement age of seventy-fiveyears or less for directors. The board of directors mayestablish the office of director emeritus. Any such directoremeritus may be compensated but shall not be included in thenumber of directors authorized, or vote, or be counted indetermining a quorum, or be subject to the age limitation of thissubsection.
3. Redemption of a director's account in a mutualassociation shall not affect such director's eligibility to actas a director for the term for which the director was elected.No action of the board of directors shall be invalidated becauseof participation of an ineligible director.
4. Directors and officers shall discharge the duties oftheir respective positions in good faith and with that degree ofdiligence, care, and skill which prudent men would exercise undersimilar circumstances in like positions. In discharging theirduties, directors and officers, when acting in good faith, mayrely upon financial statements of the savings and loanassociation represented to them to be correct by the president orofficer of the savings association having charge of the books ofaccount, or stated in a written report by an independent publicor certified public accountant or firm of such accountants,fairly to reflect the financial condition of the savings and loanassociation and upon reports or audits required to be prepared byany state or federal law or regulation or prepared in theordinary course of business by an officer or committee chargedwith the responsibility therefor, and the directors and officersshall incur no liability in so doing. Nothing in this sectionshall be deemed to require the directors to perform functionsvested in any committee, officer or other person pursuant toprovisions of sections 369.010 to 369.369.
5. The directors shall hold an annual meeting following theannual meeting of the members of a mutual association or of thestockholders of a capital stock association and such additionalmeetings as may be prescribed in the bylaws. A majority of theboard shall constitute a quorum. The bylaws may provide for anexecutive committee and other committees of directors andprescribe the authority and duties of such committees.
6. If all of the directors severally or collectivelyconsent in writing to any action to be taken by the directors,such consent shall have the same force and effect as a unanimousvote of the directors at a meeting duly held, and may be statedas such in any certificate or document. The secretary shall filesuch consents with the minutes of the meetings of the board ofdirectors.
(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 7-6-94