Exhibit 3(i)
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
ARTICLE I
The name of this corporation is Commerce Bancshares, Inc.
ARTICLE II
The address of the corporation's registered office is in
care of T. Alan Peschka, 1000 Walnut Street, Kansas City,
Missouri, and the name of the corporation's registered agent at
such address is Commerce Bank of Kansas City, National
Association.
ARTICLE III
The total number of shares of all classes of stock which the
corporation shall have authority to issue is 14,000,000 shares,
consisting of
(i) 2,000,000 shares of Preferred Stock of the par value of
$1 per share, and
(ii) 12,000,000 shares of Common Stock of the par value of
$5 per share.
The voting powers, designations, preferences and relative
participating, optional or other special rights, and the
qualifications, limitations, or restrictions thereof, of the
classes of stock of the corporation which are fixed by these
Articles of Incorporation, and the authority vested in the Board
of Directors to fix by resolution or resolutions providing for
the issue of preferred stock the voting powers, if any,
designations, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or
restrictions thereof, of the shares of Preferred Stock which are
not fixed by these Articles of Incorporation are as follows:
(a) The Preferred Stock may be issued from time to time in
one or more series of any number of shares, provided that the
aggregate number of shares issued and not canceled of any and all
such series shall not exceed the total number of shares of
Preferred Stock hereinabove authorized. Each series of Preferred
Stock shall be distinctively designated by letter or descriptive
words. All series of Preferred Stock shall rank equally and be
identical in all respects except as permitted by the provisions
of paragraph (b) of this Article III. Different series of
Preferred Stock shall not be construed to constitute different
classes of shares for the purpose of voting by classes.
(b) Authority is hereby vested in the Board of Directors
from time to time to issue the Preferred Stock as Preferred Stock
of any series and in connection with the creation of each such
series to fix by resolution or resolutions providing for the
issue of shares thereof the voting powers, if any, the
designation, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or
restrictions thereof, of such series to the full extent now or
hereafter permitted by these Articles of Incorporation and the
laws of the State of Missouri, in respect of the matters set
forth in the following subparagraphs (1) to (9), inclusive:
(1) the distinctive designation of such series and the
number of shares which shall constitute such series, which
number may be increased or decreased (but not below the
number of shares thereof then outstanding) from time to time
by action of the Board of Directors;
(2) the dividend rate of such series and any
limitations, restrictions or conditions on the payment of
dividends, subject to paragraph (c) of this Article III;
(3) the price or prices at which, and the terms and
conditions on which, the shares of such series may be
redeemed by the corporation;
(4) the amount or amounts payable upon the shares of
such series in the event of any liquidation, dissolution or
winding up of the corporation;
(5) whether or not the shares of such series shall be
entitled to the benefit of a sinking fund to be applied to
the purchase or redemption of shares of such series and, if
so entitled, the amount of such fund and the manner of its
application;
(6) whether or not the shares of such series shall be
made convertible into, or exchangeable for, shares of any
other class or classes of stock of the corporation or shares
of any other series of Preferred Stock, and, if made so
convertible or exchangeable, the conversion price or prices,
or the rate or rates of exchange, and the adjustments
thereof, if any, at which such conversion or exchange may be
made, and any other terms and conditions of such conversion
or exchange;
(7) whether or not the shares of such series shall
have any voting powers and, if voting powers are so granted,
the extent of such voting powers;
(8) whether or not the shares of such series shall be
entitled to the benefit of conditions and restrictions upon
the creation of indebtedness of the corporation or any
subsidiary, upon the issue of any additional Preferred Stock
(including additional shares of such series or of any other
series), and upon the payment of dividends (in addition to
those provided in paragraphs (c) and (d) of this Article
III) or the making of other distributions on, and the
purchase, redemption or other acquisition by the corporation
or any subsidiary of, any outstanding stock of the
corporation; and
(9) such other preferences, rights, restrictions and
qualifications as shall not be inconsistent herewith.
(c) The holders of Preferred Stock of each series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends in cash at the rate for such series fixed by
the Board of Directors as provided in paragraph (b) of this
Article III, and no more, payable quarterly on the first days of
January, April, July and October or of such other months as may
be designated by the Board of Directors (each of the quarterly
periods ending on the first day of January, April, July and
October in each year, or on the first days of such other months,
respectively, being hereinafter called a dividend period), in
each case from the date of cumulation (as defined in paragraph
(h) of this Article III) of such series. Except as may otherwise
be provided in the resolution or resolutions providing for the
issue of any given series of Preferred Stock, dividends on
Preferred Stock shall be cumulative (whether or not there shall
be net profits or net assets of the corporation legally available
for the payment of such dividends) so that, if at any time full
cumulative dividends (as defined in paragraph (h) of this Article
III) upon the Preferred Stock of all series to the end of the
last completed dividend period shall not have been paid or
declared and a sum sufficient for payment thereof set apart, the
amount of the deficiency shall be fully paid, but without
interest, or dividends in such amount shall have been declared on
each such series and a sum sufficient for the payment thereof
shall have been set apart for such payment, before any sum or
sums shall be set aside for or applied to the purchase or
redemption of Preferred Stock of any series (either pursuant to
any applicable sinking fund provisions or any redemption
authorized pursuant to paragraph (g) of this Article III or
otherwise) or set aside for or applied to the purchase of Common
Stock and before any dividend shall be paid or any other
distribution made upon the Common Stock (other than a dividend
payable in Common Stock); provided, however, that any moneys
deposited in the sinking fund provided for any series of
Preferred Stock in the resolution or resolutions providing for
the issue of shares of said series, in compliance with the
provisions of such sinking fund and of this paragraph (c), may
thereafter be applied to the purchase or redemption of Preferred
Stock in accordance with the terms of such sinking fund whether
or not at the time of such application full cumulative dividends
upon the outstanding Preferred Stock of all series to the end of
the last completed dividend period shall have been paid or
declared and set apart for payment. All dividends declared upon
the Preferred Stock of the respective series outstanding shall be
declared pro rata, so that the amounts of dividends declared per
share on the Preferred Stock of different series shall in all
cases bear to each other the same ratio that accrued dividends
per share on the shares of such respective series bear to each
other.
(d) Before any sum or sums shall be set aside for or
applied to the purchase of Common Stock and before any dividends
shall be paid or any distribution ordered or made upon the Common
Stock (other than a dividend payable in Common Stock), the
corporation shall comply with the sinking fund provisions, if
any, of any resolution or resolutions providing for the issue of
any series of Preferred Stock any shares of which shall at the
time be outstanding.
(e) Subject to the provisions of paragraph (c) and (d) of
this Article III, the holders of Common Stock shall be entitled,
to the exclusion of the holders of Preferred Stock of any and all
series, to receive such dividends as from time to time may be
declared by the Board of Directors.
(f) In the event of any liquidation, dissolution or winding
up of the corporation, the holders of Preferred Stock of each
series then outstanding shall be entitled to be paid out of the
assets of the corporation available for distribution to its
stockholders, whether from capital, surplus or earnings, before
any payment shall be made to the holders of Common Stock, an
amount determined as provided in paragraph (b) of this Article
III for every share of their holdings of Preferred Stock of such
series. If upon any liquidation, dissolution or winding up of
the corporation the assets of the corporation available for
distribution to its stockholders shall be insufficient to pay the
holders of Preferred Stock of all series the full amounts to
which they respectively shall be entitled, the holders of
Preferred Stock of all series shall share ratably in any
distribution of assets according to the respective amounts which
would be payable in respect of the shares of Preferred Stock held
by them upon such distribution if all amounts payable on or with
respect to Preferred Stock of all series were paid in full. In
the event of any liquidation, dissolution or winding up of the
corporation, after payment shall have been made to the holders of
Preferred Stock of the full amount to which they shall be
entitled as aforesaid, the holders of Common Stock shall be
entitled, to the exclusion of the holders of Preferred Stock of
any and all series, to share, ratably according to the number of
shares of Common Stock held by them, in all remaining assets of
the corporation available for distribution to its stockholders.
Neither the merger or consolidation of the corporation into or
with another corporation nor the merger or consolidation of any
other corporation into or with the corporation, nor the sale,
transfer or lease of all or substantially all of the assets of
the corporation, shall be deemed to be a liquidation, dissolution
or winding up of the corporation.
(g) Subject to any requirements which may be applicable to
the redemption of any given series of Preferred Stock as provided
in any resolution or resolutions providing for the issue of such
series of Preferred Stock, the Preferred Stock of all series, or
of any series thereof, or any part of any series thereof, at any
time outstanding, may be redeemed by the corporation at its
election expressed by resolution of the Board of Directors, at
any time or from time to time, upon not less than 30 days'
previous notice to the holders of record of Preferred Stock to be
redeemed, given by mail in such manner as may be prescribed by
resolution or resolutions of the Board of Directors:
(1) if such redemption shall be otherwise than by the
application of moneys in any sinking fund referred to in
paragraph (d) of this Article III, at the redemption price,
fixed as provided in paragraph (b) of this Article III, at
which shares of Preferred Stock of the particular series may
then be redeemed at the option of the corporation, and
(2) if such redemption shall be by the application of
moneys in any sinking fund referred to in paragraph (d) of
this Article III, at the redemption price, fixed as provided
in paragraph (b) of this Article III, at which shares of
Preferred Stock of the particular series may then be
redeemed for such sinking fund;
provided, however, that, before any Preferred Stock of any series
shall be redeemed at said redemption price thereof specified in
clause (1) of this paragraph (g), all moneys at the time in the
sinking fund, if any, for Preferred Stock of that series shall
first be applied, as nearly as may be, to the purchase or
redemption of Preferred Stock of that series as provided in the
resolution or
resolutions of the Board of Directors providing for such sinking
fund. If less than all the outstanding shares of Preferred Stock
of any series are to be redeemed, the redemption may be made
either by lot or pro rata in such manner as may be prescribed by
resolution of the Board of Directors. The corporation may, if it
shall so elect, provide moneys for the payment of the redemption
price by depositing the amount thereof for the account of the
holders of Preferred Stock entitled thereto with a bank or trust
company doing business in Kansas City, Missouri and having
capital and surplus of at least $5,000,000. The date upon which
such deposit may be made by the corporation (hereinafter called
the "date of deposit") shall be prior to the date fixed as the
date of redemption but not earlier than the date on which notice
thereof shall be given. In any such case there shall be included
in the notice of redemption a statement of the date of deposit
and of the name and address of the bank or trust company with
which the deposit has been or will be made. On and after the
date fixed in any such notice of redemption as the date of
redemption (unless default shall be made by the corporation in
providing moneys for the payment of the redemption price pursuant
to such notice) or, if the corporation shall have made such
deposit on or before the date specified therefor in the notice,
then on and after the date of deposit, all rights of the holders
of the Preferred Stock to be redeemed as stockholders of the
corporation, except the right to receive the redemption price as
hereinafter provided, and, in the case of such deposit, any
conversion rights not theretofore expired, shall cease and
terminate. Such conversion rights, however, in any event shall
cease and terminate upon the date fixed for redemption or upon
any earlier date fixed by the Board of Directors pursuant to
paragraph (b) of this Article III for termination of such
conversation rights. Anything herein contained to the contrary
notwithstanding, said redemption price shall include an amount
equal to accrued dividends on the Preferred Stock to be redeemed
to the date fixed for the redemption thereof and the corporation
shall not be required to declare or pay on such Preferred Stock
to be redeemed, and the holders thereof shall not be entitled to
receive, any dividends in addition to those thus included in the
redemption price, provided, however, that the corporation may pay
in regular course any dividends thus included in the redemption
price either to the holders of record on the record date fixed
for the determination of stockholders entitled to receive such
dividends (in which event anything to the contrary
notwithstanding, the amount so deposited need not include any
dividends so paid or to be paid) or as a part of the redemption
price upon surrender of the certificates for the shares redeemed.
At any time on or after the date fixed as aforesaid for such
redemption or, if the corporation shall elect to deposit the
moneys for such redemption as herein provided, then at any time
on or after the date of deposit, and without awaiting the date
fixed as aforesaid for such redemption, the respective holders of
record of the Preferred Stock to be redeemed shall be entitled to
receive the redemption price upon actual delivery to the
corporation, or, in the event of such deposit, to the bank or
trust company with which such deposit shall be made, of
certificates for the shares to be redeemed, such certificates, if
required, to be properly stamped for transfer and duly endorsed
in blank or accompanied by proper instruments of assignment and
transfer thereof duly executed in blank. Any funds deposited as
aforesaid which shall not be required for such redemption,
because of the exercise of any right of conversion or otherwise
subsequent to the date of such deposit, shall be returned to the
corporation forthwith. Any moneys so deposited which shall remain
unclaimed by the holders of such Preferred Stock at the end of
four years after the redemption date shall be paid by such bank
or trust company to the corporation, after which such holders
shall be deemed to be unsecured creditors of the corporation for
a period of two years (after which all rights of such holders as
unsecured creditors or otherwise shall cease) and any interest
accrued on
moneys so deposited shall belong to the corporation and shall be
paid to it from time to time. Preferred stock redeemed pursuant
to the provisions of this paragraph (g) shall be canceled and
shall thereafter have the status of authorized and unissued
shares of Preferred Stock.
(h) The term "date of cumulation" as used with reference to
any series of Preferred Stock shall be deemed to mean the date
fixed by the Board of Directors as the date of cumulation of such
series at the time of the creation thereof or, if no date shall
have been so fixed, the date on which shares of such series are
first issued. Whenever used with reference to any share of any
series of Preferred Stock, the term "full cumulative dividends"
shall be deemed to mean (whether or not in any dividend period,
or any part thereof, in respect of which such term is used there
shall have been net profits or net assets of the corporation
legally available for the payment of such dividends) that amount
which shall be equal to dividends at the full rate fixed for such
series as provided in paragraph (b) of this Article III for the
period of time elapsed from the date of cumulation of such series
to the date as of which full cumulative dividends are to be
computed (including an amount equal to the dividend at such rate
for any fraction of a dividend period included in such period of
time); and the term "accrued dividends" shall be deemed to mean
full cumulative dividends to the date as of which accrued
dividends are to be computed, less the amount of all dividends
paid, or deemed paid as hereinafter in this paragraph (h)
provided, upon said share. In the event of the issue of
additional shares of Preferred Stock of any series after the
original issue of shares of Preferred Stock of such series, all
dividends paid or accrued on Preferred Stock of such series prior
to the date of issue of such additional Preferred Stock shall be
deemed to have been paid on the additional Preferred Stock so
issued.
(i) Subject to the provisions of these Articles of
Incorporation and except as otherwise provided by law, the shares
of stock of the corporation, regardless of class, may be issued
for such consideration and for such corporation purposes as the
Board of Directors may from time to time determine.
(j) Except as otherwise provided by law or by the
resolution or resolutions providing for the issue of any series
of Preferred Stock, the holders of shares of Preferred Stock, as
such holders, shall not have any right to vote, and are hereby
specifically excluded from the right to vote, in the election of
directors or for any other purpose. Except when entitled to vote
as aforesaid, the holders of Preferred Stock, as such holders,
shall not be entitled to notice of any meeting of stockholders.
(k) Subject to the provisions of any applicable law, or of
the By-Laws of the corporation as from time to time amended, with
respect to the closing of the transfer books or the fixing of a
record date for the determination of stockholders entitled to
vote and except as otherwise provided by law, or by these
Articles of Incorporation or by the resolution or resolutions
providing for the issue of any series of Preferred Stock, the
holders of outstanding shares of Common Stock shall exclusively
possess voting power for the election of directors and for all
other purposes, each holder of record of shares of Common Stock
being entitled to one vote for each share of Common Stock
standing in his name on the books of the corporation.
(l) Anything in this Article III to the contrary
notwithstanding, dividends upon shares of any class of stock of
the corporation shall be payable only out of assets legally
available for the payment of such dividends, and the rights of
the holders of the Preferred Stock of all series and of the
holders of the Common Stock in respect of dividends shall at all
times be subject to the power of the Board of Directors, which is
hereby expressly vested in said Board, from time to time to set
aside such reserves and to make such other provisions, if any, as
said Board shall deem to be necessary or advisable, respecting
the amount of working capital to be maintained.
ARTICLE IV
No holder of stock of the corporation of any class shall be
entitled as a matter of right to subscribe for or purchase any
part of any new or additional issue of stock, or securities
convertible into stock, of any class whatsoever, whether now or
hereafter authorized, and all such additional shares of stock or
other securities convertible into stock may be issued and
disposed of by the Board of Directors to such person or persons
and on such terms and for such consideration (so far as may be
permitted by law) as the Board of Directors, in their absolute
discretion, may deem advisable.
ARTICLE V
The number and class of shares to be issued before the
corporation shall commence business is Fifty (50) shares of
common stock with a par value of Ten Dollars ($10) per share. The
consideration to be paid therefor and the capital with which the
corporation shall commence business is Five Hundred Dollars
($500). The corporation will not commence business until
consideration of the value of at least Five Hundred Dollars has
been received for the issuance of shares.
ARTICLE VI
The names and places of residence of the incorporators are
as follows
Name Residence
James M. Kemper, Jr. 6612 Wyoming
Kansas City, Missouri
P. V. Miller, Jr. 2001 West 61st Terr.
Shawnee Mission, Kansas
T. Alan Peschka 5744 Grand
Kansas City, Missouri
ARTICLE VII
The number of directors constituting the first board of
directors of the corporation was three (3) and the number
constituting the board at the time of the effectiveness of this
amendment is twelve (12). The number of directors to constitute
subsequent boards of directors shall be fixed by, or in the
manner provided in, the By-Laws of the corporation. Any changes
in the number of directors shall be reported to the Secretary of
State of the State of Missouri within thirty (30) calendar days
of such change.
Unless the By-Laws otherwise provide, the directors shall be
classified with respect to the time for which they shall
severally hold office by dividing them into three classes, each
consisting of one-third of the whole number of the board of
directors, and all directors of the corporation shall hold office
until their successors are elected and qualified. 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.
Notwithstanding any other provisions of these Articles of
Incorporation and notwithstanding the fact that some lesser
percentage may be specified by law, the entire Board of Directors
of the Corporation may be removed at any time but only by the
affirmative vote of the holders of 80% or more of the outstanding
shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this
purpose as one class) at a meeting of the shareholders called for
that purpose.
ARTICLE VIII
The duration of the corporation is perpetual.
ARTICLE IX
The corporation is formed for the following purposes:
(a) To purchase, subscribe for or otherwise acquire and
own, hold as an investment or otherwise, use, sell, assign, deal
in, transfer, mortgage, pledge, exchange or otherwise dispose of,
alone or in syndicates or otherwise in conjunction with others,
shares of capital stock, bonds, debentures, notes, evidences of
indebtedness and other securities, contracts or obligations of
any corporation, association, partnership, entity, or
governmental, municipal or public authority, domestic or foreign,
and to pay therefor in whole or in part, in cash or by exchanging
therefor shares of the capital stock, bonds, debentures,
debenture stock, notes or other obligations of this corporation
or any other corporation, and while the owner or holder of any
such property to receive, collect and dispose of the interest,
dividends and income arising from such property, and
to possess and exercise in respect thereof all the rights, powers
and privileges of ownership, including all voting powers of any
securities so owned;
(b) To purchase or otherwise acquire the whole or any part
of the property, assets, business, goodwill or rights and to
undertake or assume the whole or any part of the bonds,
mortgages, franchises, leases, contracts, indebtedness,
guaranties, liabilities and obligations of any person, firm,
association, corporation or organization, and to pay for the same
or any part or combination thereof in cash, shares of the capital
stock, bonds, debentures, debenture stock, notes, and other
obligations of this corporation or otherwise, or by undertaking
and assuming the whole or any part of the liabilities or
obligations of the transferor; and to hold or in any manner
dispose of the whole or any part of the property and assets so
acquired or purchased, and to conduct in any lawful manner the
whole or any part of the business so acquired and to exercise all
the powers necessary or convenient in and about the conduct,
management and carrying on of such business;
(c) To purchase or otherwise acquire, hold, sell, pledge,
transfer or otherwise dispose of, and to reissue or cancel the
shares of its own capital stock or any securities or other
obligations of this corporation;
(d) To promote or assist financially, by loan, subsidy,
guaranty, contribution to capital or surplus, or otherwise,
corporations, syndicates, partnerships, individuals or
associations of all kinds, foreign or domestic, and in connection
therewith to execute mortgages, deeds of trust, other forms of
encumbrances, contracts and other types of written instruments;
(e) To purchase or otherwise acquire and own, hold, lease,
develop, sell, exchange, or otherwise use, deal in or dispose of,
mortgage or otherwise encumber, real property or any interest
therein, and to purchase or otherwise acquire and own, hold,
build, construct, erect, manage, operate, repair, restore, and to
dispose of by sale, lease, mortgage or otherwise, buildings and
structures of all types;
(f) To purchase or otherwise acquire and own, hold, lease,
sell or otherwise use, deal in or dispose of, mortgage or
otherwise encumber personal property of every kind and
description or any interest therein, and to operate, manage and
maintain the same;
(g) To acquire, own, hold, buy sell, transfer and otherwise
dispose of patents and patent rights, trademarks and trade names,
copyrights, licenses, franchises, permits and other evidences of
right;
(h) In general to carry on any other lawful business
whatsoever in connection with the foregoing or which is
calculated, directly or indirectly, to promote the interest of
the corporation or to enhance the value of its properties;
(i) To have and to exercise all powers necessary or
incident to carrying out its corporate purposes, to exercise all
other powers permitted by law, and to possess and enjoy all
rights
and powers which now or at any time hereafter may be granted to
or exercised by a corporation of this character.
ARTICLE X
The board of directors shall have the power to make, alter,
amend or repeal the By-Laws of the corporation from time to time.
ARTICLE XI
The corporation reserves the right to amend, alter, change
or repeal any provisions contained in these Articles of
Incorporation in the manner now or hereafter prescribed by law,
and all rights conferred upon shareholders herein are granted
subject to this reservation:
ARTICLE XII
The affirmative vote of the holders of not less than 75
percent of the outstanding shares of "Voting Stock" (as
hereinafter defined) of the corporation and the affirmative vote
of the holders of not less than 67 percent of the outstanding
shares of Voting Stock held by stockholders other than a "Related
Person" (as hereinafter defined) shall be required for the
approval or authorization of any "Business Combination" (as
hereinafter defined) of the corporation with any Related Person;
provided however, that the 75 percent and 67 percent voting
requirements shall not be applicable if:
(1) The "Continuing Directors" of the corporation (as
hereinafter defined) by a two-thirds vote (a) have expressly
approved in advance the acquisition of outstanding shares of
Voting Stock of the corporation that caused the Related Person to
become a Related Person, or (b) have approved the Business
Combination prior to the Related Person involved in the Business
Combination having become a Related Person;
(2) The Business Combination is solely between the
corporation and another corporation, 100 percent of the Voting
Stock of which is owned directly or indirectly by the
corporation; or
(3) The Business Combination is a merger or consolidation
and the cash or fair market value of the property, securities or
other consideration to be received per share by holders of common
stock of the corporation in the Business Combination is not less
than the highest per share price (with appropriate adjustments
for recapitalizations and for stock splits, stock dividends and
like distributions), paid by the Related Person in acquiring any
of its holdings of the corporation's common stock.
For the purposes of this Article Twelfth:
(i) The term "Business Combination" shall mean (a) any
merger or consolidation of the corporation or a subsidiary
with or into a Related Person, (b) any sale, lease,
exchange, transfer or other disposition, including without
limitation a mortgage or any other security device, of all
or any "Substantial Part" (as hereinafter defined) of the
assets either of the corporation (including without
limitation any voting securities of a subsidiary) or of a
subsidiary, to a Related Person, (c) any merger or
consolidation of a Related Person with or into the
corporation or a subsidiary of the corporation, (d) any
sale, lease, exchange, transfer or other disposition of all
or any Substantial Part of the assets of a Related Person to
the corporation or a subsidiary of the corporation, (e) the
issuance of any securities of the corporation or a
subsidiary of the corporation to a Related Person, (f) any
recapitalization that would have the effect of increasing
the voting power of a Related Person, and (g) any agreement,
contract or other arrangement providing for any of the
transactions described in this definition of Business
Combination.
(ii) The term "Related Person" shall mean and include
any individual corporation, partnership or other person or
entity which, together with its "Affiliates" and
"Associates" (as defined on February 1, 1983 at Rule 12b-2
under the Securities Exchange Act of 1934), "Beneficially
Owns" (as defined on February 1, 1983 at Rule 13d-3 under
the Securities Exchange Act of 1934) in the aggregate 20
percent or more of the outstanding Voting Stock of the
corporation, and any Affiliate or Associate of any such
individual corporation, partnership or other person or
entity.
(iii) The term "Substantial Part" shall mean more than
30 percent of the fair market value of the total assets of
the corporation in question, as of the end of its most
recent fiscal year ending prior to the time the
determination is being made.
(iv) Without limitation, any shares of common stock of
the corporation that any Related Person has the right to
acquire pursuant to any agreement, or upon exercise of
conversion rights, warrants, or options, or otherwise, shall
be deemed beneficially owned by the Related Person.
(v) For the purposes of subparagraph (3) of this
Article XII, the term "other consideration to be received"
shall include, without limitation, common stock of the
corporation retained by its existing public stockholders in
the event of a Business Combination in which the corporation
is the surviving corporation.
(vi) The term "Voting Stock" shall mean all
outstanding shares of capital stock of the corporation or
another corporation entitled to vote generally in the
election of directors and each reference to a proportion of
shares of Voting Stock shall refer to such proportion of the
votes entitled to be cast by such shares.
(vii) The term "Continuing Director" shall mean a
Director who was a member of the Board of Directors of the
corporation immediately prior to the time that the Related
Person involved in a Business Combination became a Related
Person.
ARTICLE XIII
The provisions set forth at this ARTICLE XIII and at
ARTICLES VII, XI, and XII herein may not be repealed or amended
in any respect, unless such action is approved by the affirmative
vote of the holders of not less than 75 percent of the
outstanding shares of Voting Stock (as defined in ARTICLE XII) of
the corporation; provided, however, that if there is a Related
Person (as defined in ARTICLE XII), such action must also be
approved by the affirmative vote of the holders of not less than
67 percent of the outstanding shares of Voting Stock held by
stockholders other than the Related Person.
FIRST AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of April 15, 1987)
__________________________________________
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock
which the corporation shall have the authority to issue
is 26,000,000 shares, consisting of
(i) 2,000,000 shares of Preferred Stock of
the par value of $1 per share, and
(ii) 24,000,000 shares of Common Stock of
the par value of $5 per share.
SECOND AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of January 26, 1990)
__________________________________________
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock
which the corporation shall have the authority to issue
is 42,000,000 shares, consisting of
(i) 2,000,000 shares of Preferred Stock of the par
value of $1 per share, and
(ii) 40,000,000 shares of Common Stock of the par
value of $5 per share.
THIRD AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of May 12, 1993)
__________________________________________
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock
which the Corporation shall have the authority to issue
is 62,000,000 shares, consisting of
(i) 2,000,000 shares of Preferred Stock of
the par value of $1 per share, and
(ii) 60,000,000 shares of Common Stock of
the par value of $5 per share.
FOURTH AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of April 17, 1996)
__________________________________________
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock
which the Corporation shall have the authority to issue
is 82,000,000 shares, consisting of
(i) 2,000,000 shares of Preferred Stock of
the par value of $1 per share, and
(ii) 80,000,000 shares of Common Stock of
the par value of $5 per share.
FIFTH AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
COMMERCE BANCSHARES, INC.
A Missouri Corporation
(As of April 21, 1999)
-------------------------------------
The first paragraph of Article III is amended to read as follows:
The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 102,000,000
shares, consisting of
(i) 2,000,000 shares of preferred stock of the par
value of $1 per share and
(ii) 100,000,000 shares of common stock of the par
value of $5 per share.