Exhibit 3(a)
COMMERCE BANCSHARES, INC.
BY-LAWS
(Currently in effect; last amended February 2, 2001)
COMMERCE BANCSHARES, INC.
BY-LAWS
(Currently in effect; Last amended February 2, 2001)
ARTICLE I
Location of Offices
Section 1. Principal Office. The principal office of the Corporation shall
be located in Kansas City, Jackson County, Missouri, or at such other place as
may be designated from time to time by the Board of Directors.
Section 2. Other Offices. The Corporation may have offices at such other
place or places, either within or without the State of Missouri, as the Board of
Directors may from time to time designate.
ARTICLE II
Meeting of Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders shall be
held at the principal office of the Corporation, or at such other place as shall
be designated in the notice thereof, at 9:30 a.m., or at such other time as
shall be designated in the notice thereof, on the third Wednesday in April in
each year, or if that be a legal holiday, on the next succeeding day not a legal
holiday, for the purpose of electing a Board of Directors and transacting such
other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders may be
called at any time by the Chairman of the Board, or in case of the absence or
disability of the Chairman of the Board, by any Vice Chairman, if one be so
elected, or by the President, or at any time upon the written request of a
majority of the Board of Directors. Each call for a special meeting of the
stockholders shall state the time, the day, the place and the purpose of such
meeting and shall be in writing, signed by the persons making the same and
delivered to the Secretary. No business shall be transacted at a special meeting
other than such as is included in the purposes stated in the call.
Section 3. Notice of Meetings. Written or printed notice of each meeting
of the stockholders stating the hour and day when, and the place where such
meeting is to be held shall
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be served as hereinafter provided on each stockholder entitled to vote thereat
not less than ten (10) days or more than seventy (70) days before such meeting,
except that further notice shall be given of particular matters if required by
law. Written notice shall include, but not be limited to, notice by electronic
transmission, which means any process of communication not involving the
physical transfer and paper that is suitable for retention, retrieval and
reproduction of information by the recipient. In the case of the annual meetings
the notice shall state that the purposes thereof are the election of a Board of
Directors and the transaction of such other business as may come before the
meeting. In the case of a special meeting such notice shall state the purpose or
purposes for which the meeting is called. Service of such notice shall be made
either (i) personally, (ii) by depositing the same in a sealed envelope
addressed to the stockholder at his address as it appears with the records of
the Corporation, and deposited in a United States Post Office, with the postage
thereon prepaid, or (iii) if requested in advance by a stockholder, by an
electronic transmission of a type which delivery thereof is capable of being
confirmed. If such notice is served by mailing the same, it shall be deemed to
have been given at the time when the same shall be thus mailed. If any
stockholder shall not have an address appearing upon the books of the
Corporation, such notice may be given by mailing the same as heretofore
provided, addressed to such stockholder at the General Post Office in Kansas
City, Missouri. Service of such notice shall be made by the Secretary, but in
case the Secretary shall refuse or neglect to serve such notice upon each
stockholder as herein provided, then such service may be made by any officer or
director of the Corporation. In addition, such published notice shall be given
as required by law.
Section 4. Waiver of Notice. Any stockholder may waive notice of any
meeting of the stockholders, by a writing signed by him, or by his duly
authorized attorney, either before or after the time of such meeting. A copy of
such waiver shall be entered in the minutes, and shall be deemed to be the
notice required by him or by these By-Laws. Any stockholder present in person,
or represented by proxy, at any meeting of the stockholders shall be deemed to
have thereby waived notice of such meeting except where such attendance is for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 5. Meetings May Be Held By Consent. Whenever all stockholders
entitled to vote consent, by a writing filed with the Secretary, any action to
be taken at a meeting of stockholders may be taken without a meeting, and any
action so taken shall be as valid as if had at a meeting regularly called and
noticed, and at such meeting any business, including the election of directors,
may be transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time. If
any meeting of the stockholders be irregular for want of notice, or of such
consent, provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid, and the
irregularity or defect therein waived, by a writing signed by all persons having
the right to vote at such meeting. Such consent or ratification and approval may
be by
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proxy or attorney, but all such proxies and powers of attorney must be in
writing and delivered to the Secretary.
Section 6. List of Stockholders. At least ten days before each meeting of
stockholders the Secretary shall cause to be prepared a complete list of the
names and addresses of all stockholders entitled to vote at such meeting,
arranged in alphabetical order, with the number of shares held by each, and such
list shall be produced and kept at the registered Missouri office and shall be
subject to inspection by any stockholder during regular business hours. Such
list shall also be produced and kept open at the meeting and shall be subject to
inspection by any stockholder during the meeting. The provisions of this Section
shall not apply to a special meeting held by consent pursuant to Section 5 of
this Article of the By-Laws.
Section 7. Quorum. At any meeting of the stockholders, a majority of the
outstanding capital stock entitled to vote at such meeting, being represented in
person or by proxy, shall constitute a quorum for all purposes, including the
election of directors, except where it is otherwise provided by law.
Section 8. Organization. The Chairman of the Board, and in his absence,
any Vice Chairman, if one be so elected, or the President, shall preside at each
meeting of the stockholders and shall act as chairman thereof. The Secretary
shall act as secretary of all meetings of the stockholders.
Section 9. Voting. At each meeting of the stockholders, each stockholder
shall be entitled to vote in person, or by proxy held by some person or persons
present at such meeting, and made in accordance with the provisions of the By-
Laws of the Corporation, and upon all matters shall have one vote for each share
of stock standing in his name on the books of the Corporation on the record date
determined as provided in Section 6 of ARTICLE VII of the By-Laws. All
questions, except any question the manner of deciding which is specially
regulated by law, shall be determined by a majority of the outstanding shares of
capital stock represented at each meeting. If voting shall be by ballot for the
election of directors or other questions, the Chairman of such meeting of the
stockholders may appoint not less than two (2) persons, who are not directors,
to act as Inspectors of Election and to receive and canvass the votes cast at
such meeting and certify the results to the Chairman. Each such Inspector,
before entering upon the discharge of his duties, shall take and subscribe the
following oath: "I do solemnly swear that I will execute the duties of an
inspector of the election now to be held, with strict impartiality and according
to the best of my ability." The Inspectors of Election shall take charge of the
polls and after the balloting shall make and file a written certificate of the
result of the votes cast at the meeting.
Section 10. Adjournment. If, at any meeting of the stockholders, a
quorum shall fail to attend at the time and place for which such meeting was
called, or if the business of such meeting shall not be completed, the
stockholders present in person or represented by proxy may, by a majority vote,
adjourn the meeting from day to day, or from time to time, not exceeding
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ninety (90) days from such adjournment, without further notice, until a quorum
shall attend or the business thereof shall be completed. Such adjournment and
the reasons therefor shall be recorded in the minutes. At any such adjournment
meeting, any business may be transacted which might have been transacted at the
meeting as originally called.
Section 11. Proxies. Every proxy must be in writing, signed by the
stockholder himself or herself or by his or her duly authorized attorney or by
his or her legal representative, and must be filed with the Secretary of the
Corporation at or before the roll call at the meeting at which the same is to be
used, and unless so signed and filed it cannot be used at such meeting. In lieu
of a written proxy, to the extent permitted by law, a proxy may be transmitted
in a telegram, cablegram, facsimile or other means of electronic transmission,
or by telephone, provided that such telegram, cablegram, facsimile or other
electronic transmission, or telephonic transmission either sets forth or is
submitted with, information from which it can be determined that such telegram,
cablegram, facsimile or other electronic transmission, or telephonic
transmission was authorized by the stockholder. Any proxy may be revoked at the
pleasure of the person executing it, by a writing similarly signed and filed, or
an electronic transmission or telephonic transmission of the type described
above, unless such person shall have specified therein that it is irrevocable.
No proxy shall be valid after the expiration of eleven (11) months from its
date, unless the person executing it shall have specified therein the length of
time for which such proxy is to continue in force. In the event that such
instrument in writing or by electronic transmission or telephonic transmission
shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or, if only one shall be present, then that one,
shall have and may exercise all of the powers conferred by such written
instrument or by such electronic transmission or telephonic transmission upon
all of the persons so designated, unless the instrument shall otherwise provide.
Section 12. Advance Notification of Business to be Transacted at Annual
Meetings. No business may be transacted at an Annual Meeting of stockholders,
other than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought
before the Annual Meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof), or (c) otherwise properly brought before
the Annual Meeting by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 12 and on the record date for the determination of stockholders
entitled to vote at such Annual Meeting, and (ii) who complies with the notice
procedures set forth in this Section 12.
In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty days nor more
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than ninety days prior to the date of the Annual Meeting; provided, however,
that in the event that less than seventy days' notice or prior public disclosure
of the date of the Annual Meeting is given or made to stockholders, notice by
the stockholder in order to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of the Annual Meeting was mailed or such public disclosure of the date of
the Annual Meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the Annual
Meeting (i) a brief description of the business desired to be brought before the
Annual Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business, and (v) a representation that such stockholder intends to appear in
person or by proxy at the Annual Meeting to bring such business before the
meeting.
No business shall be conducted at the Annual Meeting of stockholders,
except business brought before the Annual Meeting in accordance with the
procedures set forth in this Section 12; provided, however, that once business
has been properly brought before the Annual Meeting in accordance with such
procedures, nothing in this Section 12 shall be deemed to preclude discussion by
any stockholder of any such business. If the chairman of an Annual Meeting
determines that business was not properly brought before the Annual Meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
Section 13. Conduct of Meetings. The board of directors of the Corporation
may adopt by resolution such rules or regulations for the conduct of meetings of
the stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the board of directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the board of
directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (1) the establishment of an agenda or order of
business for the meeting, (2) rules and procedures for maintaining order at the
meeting and the safety of those present, (3) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairman
shall permit, (4) restrictions on entry to the meeting after the time fixed for
the commencement thereof and (5) limitations on the time allotted to questions
or comments by participants. Unless, and to the extent determined by the
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board of directors or the chairman of the meeting, meetings of the stockholders
shall not be required to be held in accordance with rules of parliamentary
procedure.
ARTICLE III
Directors
Section 1. Number and Qualification. The corporate powers, business and
property of the Corporation shall be exercised, conducted and controlled by a
board of directors consisting of twelve (12) persons, except that the board of
directors may, from time to time, increase or decrease the number of persons
constituting the board provided that the board shall at all times consist of at
least three (3) persons.
Section 2. Election and Term of Office. The directors shall be classified
with respect to the time for which they shall severally hold office by dividing
them into three classes, each as nearly equal in number as possible. At the
meeting held for the election of the first board, the directors of the first
class should be elected for a term of one year; the directors of the second
class for a term of two years; and the directors of the third class for a term
of three years; and at each annual election the successors to the class of
directors whose terms shall expire that year shall be elected to hold office for
the term of three years, so that the term of office of one class of directors
shall expire in each year. All directors of the Corporation whose terms shall
have expired shall hold office until their successors are elected and qualified
or until there is a decrease in the number of directors. Each stockholder, in
person or by proxy, shall be entitled to cast one vote for each share of stock
standing in his name on the books of the Corporation on the record date for each
director without cumulative voting.
Each director of this Corporation upon attaining the age of 70 years, shall
be deemed to have submitted his resignation as a director of this Corporation to
be effective on the day such director attains the age of 70 years; provided,
however, that a director who is also an officer of this Corporation, or an
officer of any other corporation in which this Corporation owns capital stock
(subsidiary), shall resign as a director of this Corporation on the date he
retires or resigns as an officer from the last of such corporations except that,
for the purposes of this Section only, a director serving as Chairman of the
Board of this Corporation shall not be deemed to be an officer of this
Corporation; and, provided further, that without establishing any precedent and
because of the unique position of James M. Kemper, Jr. as a substantial
stockholder of this Corporation and having served as the Chairman thereof from
inception, James M. Kemper, Jr. may continue to serve as a director of this
Corporation after attaining the age of 70 and may thereafter be elected to serve
as a director of this Corporation. The continuation as a director or the
election or reelection of a director, by mistake or otherwise, in violation of
the aforesaid policy, shall not, ipso facto, void such continuation, election or
reelection, or nullify any actions so taken by such person as a director.
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Section 3. Vacancies. In case of increase in the number of directors or
vacancy occurring on the Board of Directors through death, resignation,
disqualification, or disability, any such increase or vacancy may be filled by
vote of a majority of the surviving or remaining directors then in office. Such
director as may be elected by the Board of Directors to fill a vacancy shall
hold office for the unexpired portion of the term of the director whose place
shall be vacated. Directorships created as a result of an increase in number of
directors shall be allocated among the classes of directors so that no one class
shall have more than one director more than any other class and, to the extent
possible, any newly created directorships shall be added to the class or classes
the terms of office of which are to expire at the earliest date or dates
following such allocation. Directors elected under this Section 3 shall hold
office until their successors are elected and qualified or until there is a
decrease in the number of directors.
Section 4. Annual Meeting. The annual meeting of the directors, for the
purpose of electing officers and transacting such other business as may come
before the meeting shall be held in conjunction with the first regular meeting
of the Board of Directors next occurring after the annual meeting of
stockholders shall be finally adjourned.
Section 5. Regular Meetings Other Than Annual Meetings. Regular meetings
of the directors may be held at such time and place as shall be determined from
time to time by resolution of the Board of Directors. After the time and place
of such regular meetings shall have been so determined, no notice of such
regular meetings need be given.
Section 6. Special Meetings. Special meetings of the Board of Directors
for any purpose or purposes shall be called by the Secretary of the Corporation
at the written request of the Chairman of the Board, or the Vice Chairman, if
one be so elected, or the President, or at the written request of a majority of
the directors. Such request shall state the purpose or purposes of the proposed
meeting.
Section 7. Notice of Meetings. No notice shall be required to be given of
any regular meeting of the Board of Directors. Notice of any change in the place
of holding any regular meeting, or of any adjournment of a regular meeting to
reconvene at a different place, shall be given by mail or telegraph not less
than forty-eight (48) hours before such meeting to all directors who were absent
at the time such action was taken. The Secretary of the Corporation shall give
notice of all special meetings of the directors by delivering to each director
in person not later than the day prior to the meeting, or as to any such
director not so personally notified by mailing to him, a written or printed
notice of such meeting, postage prepaid, or by telegraph or by messenger
delivery to each such director, at his last known address, so that in the
ordinary course of the method of delivery it would reach such director at least
on the day prior to the meeting. The business transacted at all special meetings
of directors shall be confined to the subjects stated in the notice and to
matters germane thereto, unless all directors of the Corporation are present at
such meeting and consent to the transaction of other business.
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Section 8. Meetings May Be Held By Consent. Whenever all persons entitled
to vote at any meeting of the directors consent, either by a writing on the
records of the meeting, or filed with the Secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent, or to the consideration of which no objection for want of
notice is made at the time. If any meeting of the directors be irregular for
want of notice, or of such consent, provided a quorum was present at such
meeting, the proceedings of such meeting may be ratified and approved and
rendered likewise valid, and the irregularity or defect therein waived, by a
writing signed by all persons having the right to vote at such meeting. Whenever
any notice is required to be given to any director under any provisions of the
By-Laws, a waiver thereof in writing, signed by the person entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
Section 9. Quorum. A majority of the Board of Directors of the
Corporation, at a meeting duly assembled, shall be necessary to constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, except where otherwise provided by law or by the By-Laws
of the Corporation.
Section 10. Adjournment. If at any meeting of the Board of Directors a
quorum shall fail to attend, a majority of the directors present at the time and
place appointed for such meeting may adjourn the meeting from time to time to
any date until the next regular meeting, without notice other than verbal
announcement at the meeting and adjournments thereof, until a quorum shall
attend. Likewise, any meeting of directors at which a quorum is present may also
be adjourned, in like manner and on like notice, for such time or upon such call
as may be determined by vote of a majority of the directors there present. At
any adjournment of any such meeting, at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally called.
Section 11. Organization. The Chairman of the Board, and in his absence,
any Vice Chairman, if one be so elected, and in the absence of both, a Chairman
pro tem, chosen by the directors present shall preside at each meeting of the
directors and shall act as chairman thereof. The Secretary, and in the absence
of the Secretary or any Assistant Secretary, a Secretary pro tem, chosen by the
directors present, shall act as secretary of all meetings of the directors.
Section 12. Rules and Regulations. The Board of Directors shall supervise
all officers and agents and see that their duties are property performed. The
Board of Directors may adopt such rules and regulations for the conduct of their
meetings, the guidance of the officers and the management of the affairs of the
Corporation as they deem proper, not inconsistent with law or the By-Laws of the
Corporation, and may, from time to time, determine the order of business at
their meetings.
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Section 13. Minutes and Statements. The Board of Directors shall cause to
be kept a complete record of their meetings and acts, and of the proceedings of
the stockholders.
Section 14. Powers of the Board. In addition to the power and authority
conferred upon them by law, the Board of Directors may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by law
prohibited or limited, and which are not required or directed to be exercised or
done by the stockholders or by their consent and authority first specifically
given and evidenced in writing.
Section 15. Compensation of Directors. The compensation to be paid the
directors of this Corporation for services at all regular or special meetings of
the Board of Directors shall be determined from time to time by the Board of
Directors; provided, that no such compensation shall be paid to any director who
shall at the time be receiving a salary from this Corporation or any of its
subsidiaries as an officer thereof.
Section 16. Nomination of Directors. Nominations of persons for election
to the Board of Directors may be made at any Annual Meeting of stockholders (a)
by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 16 and on the record date for the determination of stockholders
entitled to vote at such Annual Meeting and (ii) who complies with the notice
procedures set forth in this Section 16. Persons nominated by a stockholder of
the Corporation shall only be eligible for election as directors of the
Corporation if such persons are nominated in accordance with the following
procedures.
In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty days nor more than ninety days prior to the date of the Annual
Meeting; provided, however, that in the event that less than seventy days'
notice or prior public disclosure of the date of the Annual Meeting is given or
made to stockholders, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of the Annual Meeting was mailed or such public
disclosure of the date of the Annual Meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the
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Corporation which are owned beneficially or of record by the person and (iv) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act"); and (b) as to the stockholder
giving the notice (i) the name and record address of such stockholder, (ii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (iii) a description of
all arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the Annual Meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act. Such notice must be accompanied by a written consent of each
proposed nominee to be named as a nominee and to serve as a director if elected.
No person nominated by a stockholder of the Corporation shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 16. If the Chairman of the Annual
Meeting determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded.
ARTICLE IV
Committees
Section 1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the total number of directors, designate an Executive
Committee to consist of the Chairman of the Board, the President, and such
number of other directors as they shall determine. The members of the Executive
Committee shall hold their office as such until the membership is changed by the
Board of Directors. In making such new appointments the Board of Directors shall
designate the directors said appointees are to succeed and the time they are
respectively to serve on said Committee. The Executive Committee shall have and
may exercise all powers of the Board of Directors. A majority of the members of
the Executive Committee shall determine its action and shall fix the time and
place of its meetings unless the Board of Directors shall otherwise provide.
When regular meetings have been established no notice shall be required thereof
and any and all business may be transacted thereat. Notices of special meetings
shall be given in the same manner as is provided for special meetings of the
Board of Directors. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting. A majority of the Executive
Committee shall constitute a quorum. The Executive Committee shall keep regular
minutes of its proceedings and shall report the same at the next succeeding
meeting of the Board of Directors.
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Section 2. Other Committees. The Board of Directors may from time to time,
designate such other committee or committees as the Board may deem advisable,
and may select or designate the manner of selecting any such committee, which
committee may consist in whole or in part of officers of this Corporation,
whether or not they be directors thereof. Each such committee shall have and may
exercise such powers as the Board of Directors shall provide by its resolution.
Section 3. Compensation of Committee Members. The Board of Directors shall
determine the compensation to be paid to each member of any committee appointed
by it for service on such committee, provided that no such compensation shall be
paid to any committee member who shall at the time be receiving a salary from
this Corporation or any of its subsidiaries as an officer thereof.
ARTICLE V
Officers
Section 1. Executive Officers. The executive officers of this Corporation
shall be a Chairman of the Board, one or more Vice Chairmen, a President, one or
more Executive Vice Presidents, one or more Senior Vice Presidents, one or more
Vice Presidents, a Secretary, a Treasurer, a Controller and an Auditor, all of
whom shall be elected by the Board of Directors. The Chairman of the Board and
the President shall be chosen from among the directors; any person may hold two
or more offices, except the offices of Chairman of the Board and Secretary, or
President and Secretary.
Section 2. Subordinate Officers. The President may appoint such other
assistant officers as he may deem necessary from time to time, and such
individuals so appointed by the President shall serve at the pleasure of the
President and shall have such authority and shall perform such duties as the
President from time to time may prescribe.
Section 3. Tenure of Office and Removal. The tenure of office of each of
the executive officers of the Corporation, subject to prior removal, shall be
until the first meeting of the Board after the annual meeting of stockholders
following such officer's election, and until the election of his successor. Any
executive officer may be removed at any time prior to the expiration of his term
by affirmative vote of the majority of the directors. The Board may delegate the
power of removal of subordinate officers to any officer or committee. If the
office of any officer of the Corporation becomes vacant by reason of death,
resignation, retirement, disqualification or removal from office or inability to
act, the Board of Directors may, in every such case, choose a successor for such
officer who shall hold office for such term as may be prescribed by the Board of
Directors but no longer than the unexpired portion of the term of the officer or
agent whose place is vacant, and until his successor shall have been duly
elected and qualified.
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Section 4. Compensation. The Board of Directors shall from time to time in
its discretion fix or alter the compensation of any officer.
Section 5. The Chairman of the Board. The Chairman of the Board shall be
the chief executive officer and shall have and may exercise all of the powers of
the President, whether the President be absent or not. The Chairman of the Board
shall be a member of all standing and other committees appointed by the Board of
Directors unless excused by the Board of Directors therefrom.
Section 6. Vice Chairman of the Board. Any Vice Chairman of the Board
shall have and may exercise in the absence of the Chairman of the Board all of
the powers granted to the Chairman of the Board. In addition, any Vice Chairman
may exercise all of the rights, powers and duties granted by the By-Laws of this
Corporation to an Executive Vice President and shall perform such other duties
as may be specifically designated by the Board of Directors through the Chairman
of the Board.
Section 7. The President. The President shall see that all orders and
resolutions of the stockholders and of the Board of Directors are carried into
effect, subject, however, to the right of the Board of Directors, by resolution,
to delegate any specific powers (other than those which may be by statute
conferred exclusively upon the President) to any other officer, director or
agent of the Corporation. He shall be a member of all standing and other
committees appointed by the Board of Directors unless excused by the Board of
Directors therefrom. He is also authorized and empowered to execute on behalf of
the Corporation and to cause the seal thereof to be affixed to any and all
deeds, mortgages, deeds of trust, bills of sale, security agreements, leases or
other instruments conveying, encumbering or transferring any part of or the
entire interest of the Corporation in and to any of its property, real, personal
or mixed; also, any and all contracts, documents, acknowledgments of
satisfaction, or releases of mortgages, judgments or other form of security
creating instrument, or other instruments issued by the Corporation in the
transaction of its business. He is also authorized and shall have full authority
in behalf of the Corporation to attend and to act and to vote at any meeting of
the stockholders of any corporation in which the Corporation may hold stock, and
in connection with such meeting he shall possess and exercise in behalf of the
Corporation any and all rights and powers incident to the ownership of such
stock, including the power to sign proxies therefor. He shall perform such other
duties and exercise such other powers not in conflict with the provisions of
these By-Laws as the Board of Directors may from time to time prescribe.
Section 8. Vice Presidents. The Executive Vice Presidents shall, in the
order of precedence by date of election, whether the President be absent or
present, have and exercise all of the rights, powers and duties of the
President, and the signature and acknowledgment of an Executive Vice President
to all official acts of the Corporation shall be valid and sufficient. The
Senior Vice Presidents and the Vice Presidents shall perform such duties not
inconsistent with these By-Laws as may be specifically designated by the
President or the Board of Directors.
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Section 9. Secretary. The Secretary shall attend all meetings of the
stockholders of the Corporation, and of the Board of Directors and standing
committees. He shall act as the clerk or secretary thereof and shall record all
of the proceedings of such meetings in minute books kept for that purpose. He
shall keep in safe custody the corporate seal of the Corporation and is
authorized to affix the same to all instruments requiring the Corporation's
seal. He shall have charge of the corporate records, and, except to the extent
authority may be conferred upon any transfer agent or registrar duly appointed
by the Board of Directors, he shall maintain the Corporation's books, registers,
stock certificate and stock transfer books and stock ledgers, and such other
books, records and papers as the Board of Directors may from time to time
entrust to him. He shall give or cause to be given proper notice of all meetings
of stockholders and directors as required by law and the By-Laws, and shall
perform such other duties as may from time to time be prescribed by the Board of
Directors.
Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities of the Corporation and shall keep full and
accurate account of the receipts and disbursements in books belonging to the
Corporation, and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositaries as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation in the
manner and for the purpose ordered by the Board of Directors, and shall render
to the Board of Directors, whenever they may require it, an account of all of
his transactions as Treasurer and of the financial condition of the Corporation.
And he shall perform such other duties as the Board of Directors may from time
to time prescribe.
Section 11. Officers' Bonds. The Board of Directors may require any
officer or officers to furnish the Corporation a bond in such sum and in form
and with security satisfactory to the Board of Directors for the faithful
performance of the duties of their offices and the restoration to the
Corporation, in case of death, resignation or removal from office of such
officer or officers, of all books, papers, vouchers, money and other property of
whatever kind in their possession, belonging to the Corporation.
ARTICLE VI
Agents and Attorneys
The Chairman of the Board and the President, or either of them, may appoint
such agents, attorneys and attorneys-in-fact of the Corporation as either may
deem proper, and either may, by written power of attorney, authorize such
agents, attorneys, or attorneys-in-fact, to represent the Corporation and for it
and in its name, place and stead, and for its use and benefit to transact any
and all business, to the extent authorized, which said Corporation is authorized
to transact or do by its Articles of Incorporation, and in its name, place and
stead, and as its corporate act and deed, to sign, acknowledge and execute any
and all contracts and instruments, in writing, necessary or convenient in the
transaction of such business as fully to all intents and purposes as
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said corporation might or could do if it acted by and through its regularly
elected and qualified officers.
ARTICLE VII
Certificates of Stock and Transfers
Section 1. Forms and Execution of Certificates. Each stockholder of the
Corporation whose stock has been paid for in full shall be entitled to have a
certificate or certificates, certifying the number of shares of stock of the
Corporation owned by him. The certificates of stock shall be in such form as the
Board of Directors shall determine. Each certificate shall be signed by the
President, or a Vice President, and the Secretary or an Assistant Secretary,
have affixed to it the seal of the Corporation, which seal may be facsimile,
engraved or printed, and express on its face its number, date of issuance, the
number of shares for which and the person to whom it is issued. If the
Corporation has a registrar, a transfer agent or a transfer clerk who actually
signs such certificates, the signatures of any of the officers above mentioned
may be facsimile, engraved or printed. In case any such officer who has signed
or whose facsimile signature has been placed upon any such certificate shall
have ceased to be such officer before such certificate is issued, such
certificate may nevertheless be issued by the Corporation with the same effect
as if such officer were an officer at the date of its issue.
Section 2. Transfer of Stock. Shares of stock, after certificates thereof
have been issued, shall be transferrable only on the stock transfer books of the
Corporation which shall be in the possession of the Secretary or of a transfer
agent or clerk for the Corporation. No transfer shall be valid against the
Corporation until the same is so entered upon its books and the old certificate
is surrendered for cancellation.
Section 3. Old Certificates to be Cancelled. No new certificates shall be
issued for previously issued certificates until the former certificate or
certificates for the shares represented thereby shall have been surrendered to
and cancelled by the Secretary, by writing across the face thereof the word
"Cancelled," with the date of cancellation; in case any certificate shall be
claimed to be lost or destroyed, no new or duplicate certificate shall be issued
for the shares represented thereby, and no new certificate shall be issued upon
a transfer of such shares, except pursuant to a judgment of a court of competent
jurisdiction, duly given and made in accordance with the laws of the State of
Missouri, or upon corporate surety bond or other indemnity in form and amount
satisfactory to the Corporation being furnished to the Corporation.
Section 4. Treasury Stock. All issued and outstanding stock of the
Corporation that may be purchased or otherwise acquired by the Corporation shall
be treasury stock, and shall be subject to disposal by action of the Board of
Directors. Such stock shall neither vote nor participate in dividends while held
by the Corporation.
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Section 5. Registered Stockholders. The Corporation shall be entitled to
treat the registered holder of any share or shares of stock whose name appears
on its books as the owner or holder thereof as the absolute owner of all legal
and equitable interest therein for all purposes and (except as may be otherwise
provided by law) shall not be bound to recognize any equitable or other claim to
or interest in such shares of stock on the part of any other person, regardless
of whether or not it shall have actual or implied notice of such claim or
interest.
Section 6. Closing of Stock Transfer Books--Fixing Record Date. The Board
of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding seventy (70) days preceding the date of
any meeting of stockholders, or the date for payment of any dividend, or the
date for the allotment of rights, or the date when any change, conversion or
exchange of capital stock shall go into effect; provided, however, that in lieu
of closing the stock transfer books as aforesaid, the Board of Directors may fix
in advance a date, not exceeding seventy (70) days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and in such
case such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid. If the Board of Directors shall
not have closed the transfer books or set a record date for the determination of
its stockholders entitled to vote as herein provided, the date on which notice
of the meeting is mailed or the date such dividend is declared or other right
announced, as the case may be, shall be the record date for such determination
of stockholders so entitled to participate.
ARTICLE VIII
Seal
The Corporation shall have a corporate seal which shall have inscribed
around the circumference thereof "Commerce Bancshares, Inc., Kansas City,
Missouri," and elsewhere thereon shall bear the words "Corporate Seal." The
corporate seal may be affixed by impression or may be facsimile, engraved or
printed.
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ARTICLE IX
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January in each calendar year and shall terminate on the last
day of December of the same calendar year.
Section 2. Failure or Refusal to Give Notice Upon Request. If the
Secretary, upon written request by the proper party or parties as permitted and
provided in these By-Laws, shall fail or refuse to give any notice which he is
required to give in accordance with the provisions hereof, the party or parties
entitled to require that such notice be given may sign and issue a notice of the
character and in the manner herein provided and setting forth in such notice the
fact of such failure or refusal on the part of the Secretary to give the notice
as requested; and such notice so signed and issued shall have the same force and
effect as though signed and issued by the Secretary of the Corporation.
Section 3. Checks, Drafts, Etc. All checks and drafts on the Corporation's
bank accounts and all bills of exchange and promissory notes, and all
acceptances, obligations and other instruments for the payment of money, shall
be signed by such officer or officers or agent or agents as shall be thereunto
duly authorized from time to time by the Board of Directors; provided, that the
Board of Directors may authorize the use of facsimile signatures of such
officers and upon such terms and subject to such conditions as the Board of
Directors may determine.
Section 4. Indemnification of Directors and Officers. Subject as
hereinafter provided:
(a) The Corporation, to the extent permitted by law, shall
(1) Indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director or
officer of the Corporation or of another corporation included in a
controlled group of corporations of which the Corporation is a common
parent, or is or was serving at the request of the Corporation as a
director or officer of another corporation or other enterprise not
included in said group, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in or in connection with the adjudication,
defense or disposition of such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation or of the other
corporation he served as aforesaid, and, with respect to any
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criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful;
(2) Indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or
officer of the Corporation or of another corporation included in a
controlled group of corporations of which the Corporation is a common
parent, or is or was serving at the request of the Corporation as a
director or officer of another corporation or other enterprise not
included in said group, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in or in connection with the adjudication,
defense or disposition of the action or suit if he acted in good faith
and in a manner reasonably believed to be in or not opposed to the
best interests of the Corporation or of the other corporation he
served as aforesaid and shall not have been adjudged in such action or
suit to be liable for negligence or misconduct in the performance of
his duty to the Corporation or such other corporation with respect to
the matter involved unless and only to the extent that the court in
which such action or suit was brought determines upon application
that, despite the adjudication of liability and in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnify to the extent the court shall deem proper.
(b) The Corporation may purchase and maintain insurance on behalf of
any person entitled to indemnification under this section against any
liability asserted against him and expenses incurred by him in any such
capacity, or arising out of his status as a director or officer, whether or
not the Corporation would have the power to indemnify him against the
liability so insured and, if the Corporation procures such insurance, (1)
the insurer thereunder shall be entitled to receive from or on behalf of
said person the notice and opportunity to defend hereinafter provided for
the Corporation, (2) the Corporation shall be relieved from its obligation
to indemnify said person under this section to the extent that indemnity is
provided in such insurance, and (3) the insurer shall not under any
circumstances have a right of action, by way of subrogation or otherwise,
against said person, the Corporation or other corporation or other
enterprise for whom said person served at the request of the Corporation;
(c) For purposes of this section, the term "other enterprise" shall
include employee benefit plans; the term "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
the term "serving at the request of the Corporation" shall include any
service as a director or officer which imposes duties on, or involves
services by, such director or officer with respect to an employee benefit
plan, its participants, or beneficiaries; a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an
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employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
section; and each of the terms "controlled group of corporations" and
"common parent" shall have the same meaning herein as in the U.S. Internal
Revenue Code;
PROVIDED NEVERTHELESS THAT
(i) Any person who serves as a director or officer of a
corporation that at the time of such service is in a controlled group
of corporations of which the Corporation is a common parent shall be
deemed to serve at the request of the Corporation, but a person
serving as a director or officer of a corporation that is not in such
a controlled group shall not be entitled to indemnification under this
section unless actually requested to serve in said capacity by the
Corporation.
(ii) The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful;
(iii) No person shall be entitled to indemnification under this
section
(A) Unless he notifies the Corporation of the threatened,
pending or completed action, suit, proceeding or investigation
promptly on becoming aware thereof and, before incurring expense
of any kind therein or in connection therewith, gives the
Corporation or its insurer the opportunity to provide an
independent attorney to represent him in, and to otherwise
counsel him in connection with, any such action, suit, proceeding
or investigation, or
(B) For or with respect to any amount paid to settle a
claim asserted or action, suit or proceeding brought or
threatened against him unless the Corporation's board of
directors (1) approved the amount of such settlement as
reasonable, or (2) upon failing so to approve the same, refused
to confirm its obligation to satisfy any larger amount adjudged
against him on said claim, action, suit or proceeding and the
additional expenses incurred in the defense thereof, or (3) could
not, by reason of the action, intervention or threat of a court,
government agency or instrumentality, act with complete
independence and free of circumscription in relation to the
subject matter, or
(C) For or with respect to any claim made against him (1)
for libel or slander, (2) for an accounting of profits made from
the purchase or sale
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by him of securities of the Corporation or of another corporation
in the controlled group of corporations of which the Corporation
is a common parent within the meaning of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any statutory law or common law, or (3) based on or
attributable to personal injury or bodily injury, sickness,
disease or death or damage to, destruction of, or loss of use of
property;
(iv) Expenses incurred by a director or officer or a former
director or officer in connection with a civil or criminal action,
suit, proceeding or investigation shall be paid by the Corporation in
advance of the final termination of the action, suit, proceeding or
investigation in the specific case upon receipt of an undertaking by
or on behalf of said person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this section;
(v) The indemnification provided by this section shall be in
addition to any other rights to which a director or officer or former
director or officer otherwise covered by this section may be entitled
by law or under any agreement or vote of shareholders or disinterested
directors, both as to action in such person's official capacity and as
to action in another capacity while holding such office, shall
continue as to a person who has ceased to be a director or officer of
the Corporation or of another corporation or other enterprise
encompassed by this section and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 5. Amendments to By-Laws. The Board of Directors shall have the
power to make, alter, amend or repeal the By-Laws of this Corporation from time
to time.
Section 6. Control Share Acquisitions. The provisions of Section 351.407
of the Missouri Revised Statutes (the "Control Share Act") shall not apply to
any control share acquisitions of shares of the Corporation within the meaning
of the Control Share Act.
Section 7. Gender. As used herein, the masculine pronoun shall include the
feminine gender.
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