Effective 28 Aug 2002
362.335. Officers and employees — limitation on powers — appointment of president not required — chief executive officer not required to be member of board, when. — 1. The directors may appoint and remove any cashier, secretary or other officer or employee at pleasure.
2. The cashier, secretary or any other officer or employee shall not endorse, pledge or hypothecate any notes, bonds or other obligations received by the corporation for money loaned, until such power and authority is given the cashier, secretary or other officer or employee by the board of directors, pursuant to a resolution of the board of directors, a written record of which proceedings shall first have been made; and a certified copy of the resolution, signed by the president and cashier or secretary with the corporate seal annexed, shall be conclusive evidence of the grant of this power; and all acts of endorsing, pledging and hypothecating done by the cashier, secretary or other officer or employee of the bank or trust company without the authority from the board of directors shall be null and void. The board of directors may designate a chief executive officer who is not the president, but who shall perform all the duties of the president required by this section.
3. A bank or trust company may appoint such officers as provided for in the articles of agreement, bylaws or as otherwise provided by law, however provided the directors appoint an officer that is also designated as the chief executive officer, the bank or trust company shall not be required to appoint an officer designated as president. When the chief executive officer owns or controls fifty percent or more of the voting stock of the bank or trust company, such chief executive officer shall not be required to be a member of the board of directors, unless the director of the division of finance determines such officer's presence is necessary to prevent unsafe and unsound banking activity.
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(RSMo 1939 § 7975, A.L. 1967 p. 445, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2002 S.B. 895)
Prior revisions: 1929 § 5380; 1919 § 11762; 1909 § 1112
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