Exhibit 25-a
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
UMB BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
44-0201230
(I.R.S. Employer
Identification No.)
928 Grand Avenue, Kansas City, Missouri.............................64106
(Address of principal executive offices) (Zip Code)
Kansas City Power & Light Company
(Exact name of obligor as specified in its charter)
MISSOURI 44-0308720
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification No.)
1201 Walnut
Kansas City, Missouri 64106
(Address of principal executive offices) (Zip Code)
Mortgage Bond, Medium Term Series E
(Title of the indenture securities)
Item 1. General Information
(a) Name and address of each examining or supervising
authority to which the Trustee is subject is as follows:
The Comptroller of the Currency
Mid-Western District
2345 Grand Avenue, Suite 700
Kansas City, Missouri 64108
Federal Reserve Bank of Kansas City
Federal Reserve P.O. Station
Kansas City, Missouri 64198
Supervising Examiner
Federal Deposit Insurance Corporation
720 Olive Street, Suite 2909
St. Louis, Missouri 63101
(b) The Trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations with Obligor and Underwriters.
The Obligor is not affiliated with the Trustee.
Item 3. Voting securities of the Trustee.
The following information as to each class of voting securities
of the Trustee is furnished as of October 26, 1994:
Column A Column B
Title of Amount
Class Outstanding
Common 660,000
Item 4. Trusteeships under other indentures.
The Trustee is not a trustee under another indenture under which
any other securities, or certificates of interest or
participation in other securities, of the Obligor are
outstanding.
Item 5. Interlocking directorates and similar relationships with the
obligor or underwriters.
Neither the Trustee nor any of its directors or officers is a
director, officer, partner, employee, appointee, or represen-
tative of the Obligor.
Item 6. Voting securities of the Trustee owned by the Obligor or its
officials.
No voting securities of the Trustee are owned beneficially by the
Obligor or its directors and executive officers as of
October 26, 1994.
Item 7. Voting securities of the Trustee owned by underwriters or their
officials.
No voting securities of the Trustee and not more than 1% of the
voting securities of the Trustee's parent holding company are
owned beneficially by an Underwriter for the Obligor or its
directors, partners or executive officers as of October 26, 1994.
Item 8. Securities of the Obligor owned or held by the Trustee.
No securities of Obligor are owned beneficially or held as
collateral security for obligations in default by the Trustee as
of October 26, 1994.
Item 9. Securities of the underwriters owned or held by the Trustee.
No securities of an Underwriter for the Obligor are owned
beneficially or held as collateral security for Obligations in
default as of October 26, 1994.
Item 10. Ownership or holdings by the Trustee of voting securities of
certain affiliates or security holders of the Obligor.
The Trustee neither owns beneficially nor holds as collateral
security for obligations in default any voting securities of a
person who, to the knowledge of the Trustee, (1) owns 10 percent
or more of the voting securities of the Obligor, or (2) is an
affiliate, other than a subsidiary of Obligor, as of October 26,
1994.
Item 11. Ownership or holdings by the Trustee of any securities of a
person owning 50 percent or more of the voting securities of the
Obligor.
The Trustee neither owns beneficially nor holds as collateral
security for obligations in default any securities of a person
who, to the knowledge of the Trustee, owns 50 percent or more of
the voting shares of the Obligor as of October 26, 1994.
Item 12. Indebtedness of the Obligor to the Trustee.
Line of credit not to exceed $14,000,000, with an outstanding
balance of zero, as of October 28, 1994. Installment Loan
Authority not to exceeed $1,750,000, with an outstanding balance
of $1,331,721, as of October 28, 1994. Standby Letters of Credit
for $373,666, as of October 28, 1994.
Item 13. Defaults of the Obligor.
There has been no default with respect to the securities under
this Indenture.
Item 14. Affilitiations with the Underwriters.
Not Applicable
Item 15. Foreign Trustee.
Not Applicable
Item 16. List of exhibits.
Listed below are all exhibits filed as a part of this statement
of eligibility and qualification.
Exhibit No. Exhibit
1. Articles of Association of the Trustee, as now in effect.
2. Certificate of Authority from the Comptroller of the
Currency and evidence of subsequent changes in the
corporate title of the Association.
3. Certificate from the Comptroller of the Currency
evidencing authority to exercise corporate trust powers.
4. Bylaws, as amended, of the Trustee.
5. N/A
6. Consent of the Trustee required by Section 321 (b) of the
Act.
7. Report of Condition of the Trustee as of
June 30, 1994.
8. N/A
9. N/A
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
UMB Bank, National Association, a national bank organized and existing under
the laws of the United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Kansas City, and State of Missouri, on the
31st day of October 1994.
UMB BANK, NATIONAL ASSOCIATION
BY: /s/ Frank C. Bramwell
Frank C. Bramwell, Vice President
T-l Exhibit No. l
TO WHOM IT MAY CONCERN
The attached Articles of Association are the Articles of Association
for the UMB Bank, National Association and are current as of this date.
/s/ R. William Bloemker
Assistant Secretary
October 31, 1994
[SEAL]
UMB BANK, NATIONAL ASSOCIATION
RESTATED ARTICLES OF ASSOCIATION
FIRST: The title of this Association shall be "UMB Bank, National
Association" (amended as of October 1, 1994).
SECOND: The main office shall be in the City of Kansas City, County
of Jackson, State of Missouri. The general business of this Association,
and its operations of discount and deposit, shall be conducted at its
main office.
THIRD: The Board of Directors of this Association shall consist of
not less than five nor more than twenty-five shareholders, the exact
number of Directors within such minimum and maximum limits to be fixed
and determined from time to time by resolution of a majority of the full
Board of Directors or by resolution of the shareholders at any annual or
special meeting thereof. Unless otherwise provided by the laws of the
Untied States, any vacancy in the Board of Directors for any reason,
including an increase in the number thereof, may be filled by action of
the Board of Directors.
FOURTH: The regular annual meeting of the shareholders for the
election of directors and the transaction of whatever other business
which may be brought before said meeting shall be held at the main
office, or at such other place as the Board of Directors may designate,
on the day of each year specified therefor in the By-Laws of the
Association, but if no election be held on that day it may be held on any
subsequent day according to the provisions of law.
FIFTH: The amount of authorized capital stock of this Association
shall be Thirteen Million Two Hundred Fifty Thousand Dollars
($16,500,000), divided into 660,000 shares of common stock of the par
value of Twenty-Five Dollars ($25) each; but said capital stock may be
increased or decreased from time to time in accordance with the
provisions of the laws of the United States.
If the capital stock is increased by the sale of additional shares
thereof, each shareholder shall be entitled to subscribe for such
additional shares in proportion to the number of shares of said capital
stock owned by him at the time the increase is authorized by the
shareholders, unless another time subsequent to the date of the
shareholders' meeting is specified in a resolution adopted by the
shareholders at the time the increase is authorized. The Board of
Directors shall have the power to prescribe a reasonable period of time
within which the pre-emptive rights to subscribe to the new shares of
capital stock must be exercised.
If the capital stock is increased by a stock dividend, each
shareholder shall be entitled to his proportion of the amount of such
increase in accordance with the number of shares of capital stock owned
by him at the time the increase is authorized by the shareholders, unless
another time subsequent to the date of the shareholders' meeting is
specified in a resolution adopted by the shareholders at the time the
increase is authorized.
SIXTH: The Board of Directors shall appoint one of its members to be
President of this Association. The Board of Directors may appoint one of
its members to be Chairman of the Board, who shall perform such duties as
the Board of Directors may designate.
The Board of Directors shall have the power to appoint one or more Vice
Presidents and to appoint a Cashier and such other officers and employees
as may be required to transact the business of the Association.
The Board of Directors shall have the power to define the duties of
the officers and employees of the Association; to fix the salaries to be
paid to them; to dismiss them; to require bonds from them and to fix the
penalty thereof; to regulate the manner in which any increase in the
capital of the Association shall be made; to manage and administer the
business and affairs of the Association; to make all By-Laws that it may
be lawful for them to make; and generally to do and perform all acts that
it may be legal for the Board of Directors to do and perform.
The Board of Directors, without the approval of the shareholders, but
subject to the approval of the Comptroller of the Currency, shall have
the power to change the location of the main office of the Association to
any other place within the limits of Kansas City, Missouri and to
establish or change the location of any branch or branches to any other
location permitted under applicable law.
SEVENTH: The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.
EIGHTH: The Board of Directors of this Association, or any three or
more shareholders owning, in the aggregate, not less than ten percentum
(10%) of the stock of this Association, may call a special meeting of the
shareholders at any time; provided, however, that unless otherwise
provided by law, not less than ten (10) days prior to the date fixed for
any such meeting, a notice of the time, place and purpose of the meeting
shall be given by first class mail, postage prepaid, to all shareholders
of record at their respective addresses as shown upon the books of the
Association.
Subject to the provisions of the laws of the United States, these
Articles of Association may be amended at any meeting of the
shareholders, for which adequate notice has been given, by the
affirmative vote of the owners of two-thirds of the stock of this
Association, voting in person or by proxy.
NINTH: Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Association for reasonable expenses
actually incurred in connection with any action, suit, or proceeding,
civil or criminal, to which he or they shall be made a party by reason of
his being or having been a director, officer, or employee of the
Association or any firm, corporation, or organization which he served in
any capacity at the request of the Association; provided, however, that
no person shall be so indemnified or reimbursed in relation to any matter
in such action, suit, or proceeding as to which he shall finally be
adjudged to have been guilty of or liable for gross negligence or willful
misconduct or criminal acts in the performance of his duties to the
Association; and, provided further, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit,
or proceeding which has been made the subject of a compromise settlement
except with the approval of a court of competent jurisdiction, or the
holders of record of a majority of the outstanding shares of the
Association, or the Board of Directors, acting by vote of directors not
parties to the same or substantially the same action, suit, or
proceeding, constituting a majority of the whole number of the directors.
The foregoing right of indemnification or reimbursement shall not be
exclusive of other rights to which such person, his heirs, executors, or
administrators, may be entitled as a matter of law.
T-1 Exhibit 2
[Certificate, dated January 10th, 1934, of the Office of Comptroller of the
Currency authorizing the City National Bank and Trust Company of Kansas City
to Commence the business of Banking.]
No. 13936
__________
Treasury Department
Office of Comptroller of the Currency
Washington, D.C., January 10, 1934
WHEREAS, by satisfactory evidence presented to the undersigned, it has
been made to appear that "The City National Bank and Trust Company of
Kansas City" in the City of Kansas City in the County of Jackson and State
of Missouri has complied with all the provisions of the Statutes of the
United States, required to be complied with before an association shall be
authorized to commence the business of Banking:
NOW, THEREFORE, I, J. F. T. O'Connor, Comptroller of the Currency, do
hereby certify that "The City National Bank and Trust Company of Kansas
City" in the City of Kansas City in the County of Jackson and State of
Missouri is authorized to commence the business of Banking as provided in
Section Fifty-one hundred and sixty-nine of the Revised Statutes of the
United States. Conversion of The City Bank and Trust Company, Kansas City,
Missouri.
IN TESTIMONY WHEREOF, witness my hand and seal of office this 10th day of
January, 1934.
/s/ J. T. O'Connor
Comptroller of the Currency
C E R T I F I C A T E
For and on behalf of UMB Bank, National Association, a national banking
association organized under the laws of the United States of America
(formerly named The City National Bank and Trust Company of Kansas City and the
United Missouri Bank of Kansas City, National Association and United Missouri
Bank, National Association), the undersigned, R. William Bloemker, Assistant
Secretary of said Association, hereby certifies that attached hereto are the
following:
1) A true and correct copy of the certificate of the
Comptroller of the Currency, dated December 19,
1972, evidencing a change in corporate title from
The City National Bank and Trust Company of Kansas
City to United Missouri Bank of Kansas City,
National Association;
2) A true and correct copy of the letter of
authorization from the Comptroller of the Currency,
dated April 9, 1991, authorizing the Association to
adopt the name United Missouri Bank, National
Association; and
3) Certified Resolution evidencing recordation of
change of the name of the Association to UMB Bank,
National Association.
Certified under the corporate seal of said Association this 31st day of
October, 1994.
/s/ R. William Bloemker
Assistant Secretary
[Certificate, dated December 19, 1972, of the Comptroller of the Currency
evidencing change in corporate title from the City National Bank and Trust
Company of Kansas City to United Missouri Bank of Kansas City, National
Association.]
Comptroller of the Currency
Treasury Department of the United States
Washington, D.C.
Whereas, satisfactory notice has been transmitted to the Comptroller
of the Currency evidencing that all requisite legal and corporate
action has been taken by
The City National Bank and Trust Company of Kansas City
located in Kansas City, State of Missouri, in accordance with the statutes
of the United States, to authorize a change of the name of that
association to
United Missouri Bank of Kansas City, National Association
Now, Therefore, it is hereby certified that such change of name of
said association is approved, effective December 31, 1972.
In Testimony Whereof, witness my signature and seal of office this
nineteenth day of December, 1972.
/s/ Comptroller of the Currency
<APGE>
[Letter, dated April 9, 1991, from the Comptroller of the Currency, authorizing
the Association to adopt the name United Missouri Bank, National Association.]
Comptroller of the Currency
Administrator of National Banks
Midwestern District Office
2345 Grand Avneue, Suite 700
Kansas City, Missouri 64108
April 9, 1991
Mr. Marshall D. Hendrickson
Senior Vice President
United Missouri Bancshares, Inc.
P. O. Box 419226
Kansas City, Missouri 64141-6226
Dear Mr. Hendrickson:
This letter is the official certification of the Office of the
Comptroller of the Currency (OCC) for the merger of United Missouri City
Bank, Kansas City, Missouri; United Missouri Bank South, Kansas City,
Missouri and United Missouri Bank of Hickman Mills, Kansas City, Missouri
into United Missouri Bank of Kansas City, National Association, Kansas
City, Missouri under the charter of United Missouri Bank of Kansas City,
National Association and with the title "United Missouri Bank, National
Association", effective as of March 29, 1991.
This letter is also the official authorization of the Comptroller of the
Currency allowing United Missouri Bank, National Association, Charter No.
13936, the receiving institution, to operate the presently existing
branches and CBCT branches of United Missouri Bank of Kansas City,
National Association, and to establish the following branches and CBCT
branch:
2401 Grand Avenue, Kansas City, MO, Certificate NO, 84049A
1800 Grand Avenue, Kansas City, MO, Certificate No, 84050A
6400 Independence Avenue, Kansas City, MO, Certificate NO. 84051A
I-70 and Blue Ridge Cutoff, Kansas City, MO, Certificate No. 84052A
I-435 and Front Street, Kansas City, MO, Certificate No. 84053A
3500 South Outer Road, Blue Springs, MO, Certificate No. 84054A
301 North 7 Highway, Blue Springs, MO, Certificate no. 84055A
6515 Independence Avenue, Kansas City, MO, Certificate No. 84056A
9201 Ward Parkway, Kansas City, MO, Certificate NO. 84057A
7901 Wornall Road, Kansas City, MO, Certificate No. 84058A
11702 Hickman Mills Drive, Kansas City, MO, Certificate No. 84059A
10321 Blue Ridge Extension, Kansas City, MO, Certificate No. 84060A
14664 Colorado Avenue, Kansas City, MO, Certificate No. 84061A
9051 Hillcrest, Kansas City, MO, Certificate No. 84062A
1833 E. North Avenue, Belton, MO, Certificate No. 79337C
We note that the popular names of these branches will be Crown Center,
Town Bank, Independence Avenue, Stadium, Front Street, Outer Road, 7
Highway, Independence Avenue #2, Ward Parkway, Wornall Road, Hickman
Mills, Blue Ridge Extension, Colorado Avenue, Hypermart, and Belton Price
Chopper ATM, respectively.
This letter is also the official OCC certification of the approval of the
Comptroller of the Currency given to United Missouri Bank, National
Association to increase its common stock to $16,500,000 as of March 29,
1991.
The shareholders' meetings of the respective banks may be finally
adjourned.
Sincerely,
/s/ Thomas C. McAllister
Director for Analysis
Charter No. 13936
CERTIFIED RESOLUTION
I hereby certify that the following is an excerpt from a
letter dated October 3, 1994 from the Office of the
Comptroller of the Currency (OCC) confirming the Bank's change
of name:
The OCC has recorded that as of October 1, 1994, the title
of United Missouri Bank, National Association, Charter No.
13936, was changed to "UMB Bank, National Association."
/s/ R. William Bloemker
Assistant Secretary
[SEAL]
C E R T I F I C A T E
For and on behalf of UMB Bank, National Association, a
national banking association under the laws of the United
States of America, the undersigned, R. William Bloemker,
Assistant Secretary of said Association, hereby certifies that
the attached document is a true and correct copy of the
certificate issued by the Comptroller of the Currency of the
United States evidencing its authority to exercise fiduciary
powers under the statutes of the United States.
Certified under the corporate seal of said Association this
5th day of October, 1994.
/s/ R. William Bloemker
Assistant Secretary
[Certificate, dated December 31, 1972, of the Comptroller of
the Currency evidencing the authority of the Association to
exercise fiduciary powers under the statutes of the United
States.]
Comptroller of the Currency
Treasury Department of the United States
Washington, D.C.
WHEREAS, UNITED MISSOURI BANK OF KANSAS CITY,
NATIONAL ASSOCIATION, located in Kansas City, State of
Missouri, being a Naitonal Banking Association, organized
under the statutes of the United States, has made
application for authority to act as fiduciary
AND WHEREAS, applicable provisions of the statutes
of the United States authorize the grant of such
authority;
NOW THEREFORE, I hereby certify that the necessary
approval has been given and that the said association is
authorized to act in all fiduciary capacities permitted
by such statutes.
IN TESTIMONY WHEREOF, witness my signature and seal
of office this thirty first dayof December, 1972.
/s/ Acting Comptroller of the Currency
Charter No. 13936
T-l Exhibit No. 4
TO WHOM IT MAY CONCERN
The attached ByLaws are the ByLaws for the UMB Bank,
National Association and are current as of this date.
/s/ R. William Bloemker
Assistant Secretary
October 31, 1994
[SEAL]
UMB BANK, NATIONAL ASSOCIATION
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1 - Where Held. All meetings of shareholders of
this Association shall be held at its main banking house in
Kansas City, Jackson County, Missouri, or at such other place
as the Board of Directors may from time to time designate.
Section 1.2 - Annual Meeting. The annual meeting of
shareholders shall be held at 11 o'clock in the forenoon, or
at such other time as shall be stated in the notice thereof,
on the third Wednesday of January in each year or, if that day
be a legal holiday, on the next succeeding banking day, for
the purpose of electing a Board of Directors and transacting
such other business as may properly come before the meeting.
Section 1.3 - Special Meetings. Except as otherwise provided
by law, special meetings of shareholders may be called for any
purpose, at any time, by the Board of Directors or by any
three or more shareholders owning, in the aggregate, not less
than ten percent (10%) of the outstanding stock in the
Association.
Section 1.4 - Notice of Meetings. Written notice of the time,
place, and purpose of any meeting of shareholders shall be
given to each shareholder (a) by delivering a copy thereof in
person to the shareholder, or (b) by depositing a copy thereof
in the U.S. mails, postage prepaid, addressed to the
shareholder at his address appearing on the books of the
Association, in either case at least ten (10) days prior to
the date fixed for the meeting.
Section 1.5 - Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a
quorum for the transaction of business at any meeting or
shareholders, unless otherwise provided by law. A majority of
the votes cast shall decide every question or matter submitted
to the shareholders at any meeting, unless otherwise provided
by law or by the Articles of Association.
Section 1.6 - Adjournment. Any meeting of shareholders may,
by majority vote of the shares represented at such meeting, in
person or by proxy, though less than a quorum, be adjourned
from day to day or from time to time, not exceeding, in the
case of elections of directors, sixty (60) days from such
adjournment, without further notice, until a quorum shall
attend or the business thereof shall be completed. At any
such adjourned meeting, any business may be transacted which
might have been transacted at the meeting as originally
called.
Section 1.7 - Voting. Each shareholder shall be entitled to
one (1) vote on each share of stock held, except that in the
election of directors each shareholder shall have the right to
cast as many votes, in the aggregate, as shall equal the
number of shares owned by him, multiplied by the number of
directors to be elected, and said votes may be cast for one
director or distributed among two (2) or more candidates.
Voting may be in person or by proxy, but no officer or
employee of this Association shall act as proxy. Authority to
vote by proxy shall be by written instrument, dated and filed
with the records of the meeting, and shall be valid only for
one meeting, to be specified therein, and any adjournments of
such meeting.
ARTICLE II
Directors
Section 2.1 - Number and Qualifications. The Board of
Directors (hereinafter sometimes referred to as the "Board")
shall consist of not less than five (5) nor more than
twenty-five (25) shareholders, the exact number, within such
limits, to be fixed and determined from time to time by
resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any meeting thereof;
provided, however, that a majority of the full Board of
Directors shall not increase the number of directors to a
number which: (a) exceeds by more than two (2) the number of
directors last elected by shareholders where such number was
fifteen (15) or less; or (b) exceeds by more than four (4) the
number of directors last elected by shareholders where such
number was sixteen (16) or more. No person who has attained
the age of seventy (70) shall be eligible for election to the
Board of Directors unless such person is actively engaged in
business at the time of his election, but any person not so
disqualified at the time of his election as a director shall
be entitled to serve until the end of his term. All directors
shall hold office for one (1) year and until their successors
are elected and qualified.
Section 2.2 - Advisory Directors. The Board of Directors may
appoint Advisory Directors, chosen from former directors of
the Association or such other persons as the Board shall
select. The Advisory Directors shall meet with the Board at
all regular and special meetings of the Board and may
participate in such meetings but shall have no vote. They
shall perform such other advisory functions and shall render
such services as may from time to time be directed by the
Board.
Section 2.3 - Powers. The Board shall manage and administer
the business and affairs of the Association. Except as
expressly limited by law, all corporate powers of the
Association shall be vested in and may be exercised by said
Board. It may not delegate responsibility for its duties to
others, but may assign the authority and responsibility for
various functions to such directors, committees and officers
or other employees as it shall see fit.
Section 2.4 - Vacancies. In case of vacancy occurring on the
Board through death, resignation, disqualification, disability
or any other cause, such vacancy may be filled at any regular
or special meeting of the Board by vote of a majority of the
surviving or remaining directors then in office. Any director
elected to fill a vacancy shall hold office for the unexpired
term of the director whose place was vacated and until the
election and qualification of his successor.
Section 2.5 - Organization Meeting. Following the annual
meeting of shareholders, the Corporate Secretary shall notify
the directors elect of their election and of the time and
place of the next regular meeting of the Board, at which the
new Board will be organized and the members of the Board will
take the oath required by law, after which the Board will
appoint committees and the executive officers of the
Association, and transact such other business as may properly
come before the meeting; provided, however, that if the
organization meeting of the Board shall be held immediately
following the annual meeting of shareholders, no notice
thereof shall be required except an announcement thereof at
the meeting of directors.
Section 2.6 - Regular Meetings. The regular meetings of the
Board of Directors shall be held, without notice except as
provided for the organization meeting, on the third Wednesday
of each month at the main banking house in Kansas City,
Jackson County, Missouri. When any regular meeting of the
Board falls upon a holiday, the meeting shall be held on the
next banking day, unless the Board shall designate some other
day. A regular monthly meeting of the Board may, by action of
the Board at its preceding meeting, be postponed to a later
day in the same month.
Section 2.7 - Special Meetings. Special meetings of the Board
may be called by the Corporate Secretary on direction of the
President or of the Chairman of the Board, or at the request
of three (3) or more directors. Each member of the Board
shall be given notice, by telegram, letter, or in person,
stating the time, place and purpose of such meeting.
Section 2.8 - Quorum. Except when otherwise provided by law,
a majority of the directors shall constitute a quorum for the
transaction of business at any meeting, but a lesser number
may adjourn any meeting, from time to time, and the meeting
may be held, as adjourned, without further notice.
Section 2.9 - Voting. A majority of the directors present and
voting at any meeting of the Board shall decide each matter
considered. A director may not vote by proxy.
Section 2.10 - Compensation of Directors. The compensation to
be paid the directors of the Association for their services
shall be determined from time to time by the Board.
ARTICLE III
Committees Appointed by the Board
Section 3.1 - Standing Committees. The standing committees of
this Association shall be the Management Committee, Executive
Committee, the Officers' Salary Committee, the Discount
Committee, the Bond Investment Committee, the Trust Policy
Committee, the Bank Examining Committee and the Trust Auditing
Committee. The members of the standing committees shall be
appointed annually by the Board of Directors at its
organization meeting, or, on notice, at any subsequent meeting
of the Board, to serve until their respective successors shall
have been appointed. The President and the Chairman of the
Board shall be, ex officio, members of all standing committees
except the Bank Examining Committee and the Trust Auditing
Committee. Each standing committee shall keep minutes of its
meetings, showing the action taken on all matters considered.
A report of all action so taken shall be made to the Board,
and a copy of such minutes shall be available for examination
by members of the Board.
Section 3.2 - Management Committee. The Management Committee
shall consist of such executive officers of the Association as
shall be designated by the Board. One of the members of the
Committee shall be designated by the Board as Chairman. The
Committee may adopt policies (not inconsistent with policies
and delegations of authority prescribed by these By-Laws or by
the Board) with respect to the executive and administrative
functions of the Association, and in general, it shall
coordinate the performance of such functions in and among
the various departments of the Association, assisting and
advising the executive officers or department heads upon
matters referred to it by such officers or department heads.
The Committee shall make reports and recommendations to the
Board upon such policies or other matters as it deems
advisable or as may be referred to it by the Board, and shall
have such other powers and duties as may be delegated or
assigned to it by the Board from time to time. The secretary
of the Committee may be designated by the Board, or, in
default thereof, by the Committee, and may but need not be a
member thereof.
Section 3.3 - Executive Committee. The Executive Committee
shall consist of such executive officers of the Association as
shall be designated by the Board. One of the members of the
Committee shall be designated by the Board as Chairman. The
Committee shall carry out such responsibilities and duties as
the Management Committee shall delegate to it, from time to
time.
Section 3.4 - Officers' Salary Committee. The Officers'
Salary Committee shall consist of such directors and officers
of the Association as may be designated by the Board. It
shall study and consider the compensation to be paid to
officers of the Association and shall make recommendations to
the Board with respect thereto and with respect to such other
matters as may be referred to it by the Board.
Section 3.5 - Discount Committee. The Discount Committee
shall consist of such directors and officers as shall be
designated by the Board of Directors. It shall have the power
to discount and purchase bills, notes and other evidences of
debt; to buy and sell bills of exchange; to examine and
approve loans and discounts; and to exercise authority
regarding loans and discounts held by the Association. At
each regular meeting of the Board, the Board shall approve or
disapprove the report filed with it by the Discount Committee
and record its actions in the minutes of its meeting. The
powers and authority conferred upon the Discount Committee by
this Section may, with the approval of the Board of Directors,
be assigned or delegated by it, to officers of the
Association, subject to such limits and controls as the
Committee may deem advisable.
Section 3.6 - Bond Investment Committee. The Bond Investment
Committee shall consist of such directors and officers as
shall be designated by the Board of Directors. It shall have
power to buy and sell bonds, to examine and approve the
purchase and sale of bonds, and to exercise authority
regarding bonds held by the Association. At each regular
meeting of the Board, the Board shall approve or disapprove
the report iled with it by the Bond Investment Committee and
record its action in the minutes of its meeting.
Section 3.7 - Trust Policy Committee. The Trust Policy
Committee shall consist of such directors and officers of the
Association as shall be designated by the Board of Directors.
Such committee shall have and exercise such of the Bank's
fiduciary powers as may be assigned to it by the Board, with
power to further assign, subject to its control, the exercise
of such powers to other committees, officers and employees.
The action of the Trust Policy Committee shall, at all times,
be subject to control by the Board.
Section 3.8 - Bank Examining Committee. The Bank Examining
Committee shall consist of such directors of the Association
as shall be designated by the Board, none of whom shall be an
active officer of the Association. It shall make suitable
examinations at least once during each period of twelve (12)
months of the affairs of the Association or cause a suitable
audit to be made by auditors responsible only to the Board of
Directors. The result of such examinations shall be reported
in writing, to the Board at the next regular meeting
thereafter and shall state whether the Association is in a
sound and solvent condition, whether adequate internal
controls and procedures are being maintained, and shall
recommend to the Board such changes as the Committee shall
deem advisable. The Bank Examining Committee, with the
approval of the Board of Directors, may employ a qualified
firm of certified public accountants to make an examination
and audit of the Association. If such a procedure is
followed, the annual examination of directors, will be deemed
sufficient to comply with the requirements of this section of
the By-Laws.
Section 3.9 - Trust Auditing Committee. The Trust Auditing
Committee shall consist of such directors of the Association
as shall be designated by the Board, none of whom shall be an
active officer of the Association. At least once during each
calendar year, and within fifteen (15) months of the last such
audit, the Trust Auditing Committee shall make suitable audits
of the Trust Departments or cause suitable audit to be made by
auditors responsible only to the Board of Directors, and at
such time shall ascertain whether the Departments have been
administered in accordance with law, the Regulations of the
Comptroller and sound fiduciary practices. As an alternative,
in lieu of such periodic audits, the Board may elect to adopt
an adequate continuous audit system.
Section 3.10 - Other Committees. The Board may appoint, from
time to time, from its own members or from officers of the
Association, or both, other committees of one or more persons
for such purposes and with such powers as the Board may
determine.
Section 3.11 - Compensation of Committee Members. The Board
shall determine the compensation to be paid to each member of
any committee appointed by it for services on such committee,
but no such compensation shall be paid to any committee member
who shall at the time be receiving a salary from the
Association as an officer thereof.
ARTICLE IV
Officers and Employees
Section 4.1 - Chairman of the Board. The Board of Directors
shall appoint one of its members (who may, but need not, be
President of the Association) as Chairman of the Board. He
shall preside at all meeting of the Board of Directors and
shall have general executive powers and such further powers
and duties as from time to time may be conferred upon, or
assigned to, him by the Board of Directors. He shall be, ex
officio, a member of all standing committees except the Bank
Examining Committee and the Trust Auditing Committee.
Section 4.2 - President. The Board of Directors shall appoint
one of its members to be the President of this Association.
The President shall be the chief executive officer of the
Association, except as the Board of Directors may otherwise
provide, and shall have and may exercise any and all other
powers and duties pertaining to such office. He shall also
have and may exercise such further powers and duties as from
time to time may be conferred upon, or assigned to, him by the
Board of Directors. He shall be, ex officio, a member of all
standing committees except the Bank Examining Committee and
the Trust Auditing Committee.
Section 4.3 - Chairman of the Executive Committee. The Board
of Directors may appoint a Chairman of the Executive
Committee, who shall have general executive powers and shall
have and may exercise such further powers and duties as from
time to time may be conferred upon, or assigned to, him by the
Board of Directors.
Section 4.4 - Vice Presidents. The Board of Directors shall
appoint one or more Vice Presidents. Each Vice President
shall have such powers and duties as may be assigned to him by
the Board and may be given such descriptive or functional
titles as the Board may designate.
Section 4.5 - Trust Officers. The Board of Directors shall
appoint one or more Trust Officers. Each Trust Officer shall
have such powers and duties as may be assigned to him by the
Board of Directors in accordance with the provisions of
Article V. The Trust Officers may be given such descriptive
or functional titles as the Board may designate.
Section 4.6 - Corporate Secretary. The Board of Directors
shall appoint a Corporate Secretary. The Corporate Secretary
shall be responsible for the minutes book of the Association,
in which he shall maintain and preserve the organization
papers of the Association, the Articles of Association, the
By-Laws, minutes of regular and special meetings of the
shareholders and of the Board of Directors, and reports by
officers and committees of the Association to the shareholders
and to the Board of Directors. He shall attend all meetings
of the shareholders and of the Board of Directors and shall
act as the clerk of such meetings and shall prepare and sign
the minutes of such meetings. He shall have custody of the
corporate seal of the Association and of the stock transfer
books, except as given to the Comptroller's Department or the
Corporate Trust Department to act as transfer agent and
registrar of the Association's capital stock, and of such
other documents and records as the Board of Directors shall
entrust to him. The Secretary shall give such notice of
meetings of the shareholders and of the Board of Directors as
is required by law, the Articles of the Association and the
By-Laws. In addition, he shall perform such other duties as
may be assigned to him from time to time by the Board of
Directors. The Assistant Secretaries shall render the
Corporate Secretary such assistance as he shall require in the
performance of his office. During his absence or inability to
act, the Assistant Secretaries shall be vested with the powers
and perform the duties of the Corporate Secretary.
Section 4.7 - Cashier. The Board of Directors may appoint a
Cashier. He shall have such powers and shall perform such
duties as may be assigned to him by resolution of the Board of
Directors.
Section 4.8 - Comptroller. The Board of Directors shall
appoint a Comptroller. The Comptroller shall institute and
maintain the accounting policies and practices established by
the Board of Directors. He shall maintain, or cause to be
maintained, adequate records of all transactions of the
Association. He shall be responsible for the preparation of
reports and returns to taxing and regulatory authorities, and
at meetings of the Board of Directors shall furnish true and
correct statements of condition and statements of operations
of the Association and such further information and data, and
analyses thereof, as the Board of Directors may require. He
shall have custody of the Association's insurance policies.
In addition, the Comptroller shall perform such other duties
as may be assigned to him, from time to time by the Board of
Directors. The Assistant Comptroller(s) shall render the
Comptroller such assistance as he shall require in the
performance of the duties of his office and, during his
absence or inability to act, the Assistant Comptroller(s), in
the order designated by the Board of Directors, shall be
vested with the powers and perform the duties of the
Comptroller.
Section 4.9 - Auditor. The Board of Directors shall appoint
an Auditor of the Association. He shall see that adequate
audits of the Association are currently and regularly made and
that adequate audit systems and controls are established and
maintained. He shall examine each department and activity of
the Association and may inquire into transactions affecting
the Association involving any officer or employee thereof.
The Board, however, may, in lieu of appointing an Auditor,
assign the duties thereof to the Auditor of the parent company
of the Association.
Section 4.10 - Other Officers. The Board of Directors may
appoint one or more Assistant Vice Presidents, one or more
Assistant Trust Officers, one or more Assistant Secretaries,
one or more Assistant Cashiers, and such other officers and
Attorneys-In-Fact as from time to time may appear to the Board
of Directors to be required or desirable to transact the
business of the Association. The power to appoint such
assistant or the additional officers may be delegated to the
Chairman of the Board or the President, or to such other
executive officer or officers as the Board may designate, but
the power to appoint any officer of the Audit Department or
any Assistant Secretary may not be so delegated. Any officer
and Attorney-In-Fact appointed as herein provided shall
exercise such powers and perform such duties as pertain to his
office or as may be conferred upon or assigned to him by the
Board of Directors of by the officer authorized to make such
appointment.
Section 4.11 - Tenure of Office. The Chairman of the Board
and the President shall hold office for the current year for
which Board of Directors of which they are members was
elected, unless either of them shall resign, become
disqualified or be removed, and any vacancy occurring in
either of such offices shall be filled promptly by the Board
of Directors. All other officers of the Association shall
serve at the pleasure of the Board of Directors.
Section 4.12 - Compensation of Officers. The compensation of
the officers of the Association shall be fixed and may be
altered, from time to time, by the Board of Directors or, in
the case of officers appointed by another officer, as
authorized by Section 4.10 of this Article, by the officer or
officers making such appointment, subject to the supervisory
control of, and in accordance with the policies established
by, the Board.
Section 4.13 - Combining Offices. The Board of Directors, in
its discretion, may combine two or more offices and direct
that they be filled by the same individual, except that (a)
the office of Corporate Secretary shall not be combined with
that of the Chairman of the Board or of the President and (b)
the office of Auditor shall not be combined with any other
office.
Section 4.14 - Succession. During the absence of the Chairman
of the Board, or such other officer designated as Chief
Executive Officer, all of the duties pertaining to his office
under these By-Laws and the resolutions of the Board of
Directors shall, subject to the supervisory control of the
Board, devolve upon, and be performed by, the officers,
successively, who are next in the order of authority as
established by the Board of Directors from time to time, or,
in the absence of an order of authority so established, in the
order of Chairman of the Board, President and Chairman of the
Executive Committee as may be applicable in the particular
case.
Section 4.15 - Clerks and Agents. Any one of the Chairman of
the Board, President or Chairman of the Executive Committee,
or any officer of the Association authorized by them, may
appoint and dismiss all or any clerks, agents and employees
and prescribe their duties and the conditions of their
employment, and from time to time fix their compensation.
Section 4.16 - Requiring Bond. The Board of Directors shall
require such officers and employees of the Association as it
shall designate to give bond, of suitable amount, with
security to be approved by the Board, conditioned for the
honest and faithful discharge by each such officer or employee
of his respective duties. In the discretion of the Board,
such bonds may be in blanket form and the premiums may be paid
by the Association. The amount of such bonds, form of
coverage, and the company acting as surety therefor, shall be
reviewed by the Board of Directors each year.
ARTICLE V
Administration of Trust Powers
Section 5.1 - Trust Department. Organization. There shall be
one or more departments of the Association which shall perform
the fiduciary responsibilities of the Association.
Section 5.2 - Management of Department. The Board of
Directors shall be responsible for the management and
administration of the Trust Department or Departments, but is
may assign or delegate such of its powers and authority to the
Trust Policy Committee and to such other committees and
officers of the Association as it may deem advisable.
Section 5.3 - Department Heads. The Board of Directors shall
designate one of the Trust Officers as the chief executive of
each Trust Department. His duties shall be to manage,
supervise and direct all activities of such Department,
subject to such supervision as may be vested in the Trust
Policy and other committees. He shall do, or cause to be
done, all things necessary or proper in carrying on the
business of such Department in accordance with provisions of
law, applicable regulations and policies established by
authority of the Board. He shall act pursuant to opinions of
counsel where such opinion is deemed necessary. He shall be
responsible for all assets and documents held by the
Association in connection with fiduciary matters, in such
Department, except as otherwise provided in this Article V.
Section 5.4 - Custody of Securities. The Board of Directors
shall designate two or more officers or employees of the
Association to have joint custody of the investments of each
trust account administered by the Trust Department or
Departments.
Section 5.5 - Trust Department Files. There shall be
maintained in each Trust Department files containing all
fiduciary records necessary to assure that it fiduciary
responsibilities have been properly undertaken and discharged.
Section 5.6 - Trust Investments. Funds held in a fiduciary
capacity shall be invested in accordance with the instrument
establishing the fiduciary relationship and governing law.
Where such instrument does not specify the character and class
of investments to be made and does not vest in the Association
a discretion in the matter, funds held pursuant to such
instrument shall be invested in investments in which corporate
fiduciaries may invest under the laws of the State of Missouri
and the decisions of its courts.
ARTICLE VI
Stock and Stock Certificates
Section 6.1 - Transfers. Shares of the capital stock of the
Association shall be transferable only on the books of the
Association, and a transfer book shall be kept in which all
transfers of stock shall be recorded.
Section 6.2 - Stock Certificates. Certificates of stock shall
bear the signatures of (i) the Chairman of the Board, the
President or any Vice President, and (ii) the Secretary,
Cashier, any Assistant Secretary, or any other officer
appointed by the Board of Directors for that purpose; and the
seal of the Association shall be impressed, engraved, or
printed thereon. Such signatures may be manual or engraved,
printed or otherwise impressed by facsimile process; but if
both of the required signatures are by facsimile then such
certificates shall be manually countersigned by the person or
persons thereunto authorized by the Board of Directors.
Certificates bearing the facsimile signature of an authorized
officer may be validly issued even though the person so named
shall have ceased to hold such office at the time of issuance.
Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the
Association upon the surrender of such certificate properly
endorsed.
Section 6.3 - Closing Transfer Books or Fixing Record Date.
The Board of Directors shall have power to close the transfer
books of the Association for a period not exceeding thirty
(30) days preceding the date of any meeting of shareholders,
or the date of payment of any dividend, or the date of
allotment of rights, or the date when any change or conversion
of exchange of shares shall go into effect; provided, however,
that in lieu of closing the said transfer books, the Board of
Directors may fix, in advance, a date, not exceeding thirty
(30) days preceding the date of any such event, as record date
for the determination of the shareholders 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 allotment of such rights, or to exercise rights in respect
of any such change, conversion or exchange of shares, and in
such case, only such shareholders as shall be shareholders of
record at the close of business on the date of closing the
transfer books or on the record 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 allotment of such rights, or to exercise such rights, as
the case may be.
ARTICLE VII
Corporate Seal
Section 7.1 - Authority to Affix. The President, the
Corporate Secretary, the Cashier, and any Assistant Secretary
or other officer designated by the Board of Directors, shall
have authority to affix the corporate seal on any document
requiring such seal, and to attest the same. The seal shall
be substantially in the following form:
ARTICLE VIII
Miscellaneous Provisions
Section 8.1 - Fiscal Year. The fiscal year of the Association
shall be the calendar year.
Section 8.2 - Execution of Instruments. All agreements,
indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments
or documents may be signed, executed, acknowledged, verified,
delivered or accepted on behalf of the Association by the
Chairman of the Board, the President, any Vice President, or
the Cashier; and, if in connection with the exercise of
fiduciary powers of the Association, by any of said officers
or by any authorized officer of the Trust Department or
Departments. Any such instruments may also be executed,
acknowledged, verified, delivered, or accepted on behalf of
the Association in such other manner and by such other
officers as the Board of Directors may from time to time
direct. The provisions of this Section are supplementary to
any other provisions of these By-Laws.
Section 8.3 - Banking Hours. The Association shall be open
for business on such days and during such hours as may be
prescribed by resolution of the Board of Directors. Unless
and until the Directors shall prescribe other and different
banking hours, this Association's main office shall be open
for business from 9:30 o'clock a.m. to 2:00 o'clock p.m. of
each day, except Fridays when the hours shall be from 9:30
o'clock a.m. to 6:00 o'clock p.m., and except that the
Association shall be closed on Saturdays and Sundays, and,
with the approval of the Board on days recognized by the laws
of the State of Missouri as public holiday.
ARTICLE IX
By-Laws
Section 9.1. - Inspection. A copy of the By-Laws, with all
amendments thereto, shall at all times be kept in a convenient
place at the main office of the Association and shall be open
for inspection to all shareholders during banking hours.
Section 9.2 - Amendments. The By-Laws may be amended, altered
or repealed by vote of a majority of the entire Board of
Directors at any meeting of the Board, provided that ten (10)
days' written notice of the proposed change has been given to
each Director. No amendment may be made unless the By-Laws,
as amended, is consistent with the requirements of the laws of
the United States and with the provisions of the Articles of
the Association. A certified copy of all amendments to the
By-Laws shall be forwarded to the Comptroller of the Currency
immediately after adoption.
10-1-94
T-l Exhibit 6
Consent of Trustee
Pursuant to Section 32l(b) of the Trust
Indenture Act of l939, UMB Bank, National Association, a
national bank organized under the laws of the United States,
hereby consents that reports of examinations by the
Comptroller of the Currency, of the Federal Deposit Insurance
Corporation, and any other federal, state, territorial or
district authorities may be furnished by such authorities to
the Securities and Exchange Commission upon request therefor.
UMB BANK, NATIONAL ASSOCIATION
BY: /S/ Frank C. Bramwell
Frank C. Bramwell, Vice President
Date: October 31, 1994
T-1 Exhibit 7
This form is for use by National Banks only. It should be used for
publication purposes only, and should ot be returned to the FDIC.
- ------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- ------------------------------------------------------------------------
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
UNITED MISSOURI BANK, N.A. OF KANSAS CITY
Name of Bank City
in the state of Missouri , at the close of business on June 30, 1994,
published in response to call make by Comptroller of the Currency, under
title 12, United States Code, Section 161.
Charter Number 13936 Comptroller of the Currency Midwestern District
Statements of Resources and Liabilities
A S S E T S Thousands
of dollars
Cash and balances due from depository institutions:
Noninterest-beering balances and currency and coin. . . . . . . . . 414,720
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . 0
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . 91,730
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . 1,051,760
Federal funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . . 283,856
Securities purchased under agreements to resell . . . . . . . . . . . . 0
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . 1,083,818
LESS: Allowance for loan and lease losses. . . 9,753
LESS: Allocated transfer risk reserve. . . . . 0
Loans and leases, net of unearned income, allowance, and reserve. 1,074,065
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . 42,768
Premises and fixed assets (including capitalized leases). . . . . . . 75,061
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . 4,589
Investments in unconsolidated subsidiaries and associated companies . 0
Customers' liability to this bank on acceptances outstanding. . . . . 3,783
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . 2,564
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,644
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,103,540
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . 2,667,344
Noninterest-bearing . . . . . . . . . . . . . . 1,088,112
Interest-bearing. . . . . . . . . . . . . . . . 1,579,232
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . 180,076
Securities sold under agreements to repurchase. . . . . . . . . . . . 0
Demand notes issued to the U. S. Treasury . . . . . . . . . . . . . . 0
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money: ////////
With original maturity of one year or less. . . . . . . . . . . . 0
With original maturity of more than one year. . . . . . . . . . . 0
Mortgage indebtness and obligations under capitalized leases. . . . . 0
Bank's liability on acceptances executed and outstanding. . . . . . . 3,783
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . 0
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 25,636
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 2,876,839
Limited-life preferred stock and related surplus. . . . . . . . . . . 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus . . . . . . . . . . . . 0
Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,500
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,742
Undivided profits and capital reserves. . . . . . . . . . . . . . . . 194,332
Net unrealized holding gains (losses) on available-for-sale securities (6,873)
Total equity capital. . . . . . . . . . . . . . . . . . . . . . . . . 226,701
Total Liabilities, limited-life preferred stock, and equity capital . 3,103,540
We, the undersigned directors, attest to I, TIMOTHY C. CONNEALY
the correctness of this statement of Name
resources and liabilities. We declare
that it has been examined by us, and to
the best of our knowledge and belief has SENIOR VICE PRESIDENT
been prepared in conformance with the Title
instructions and is true and correct.
of the above-named bank do
hereby declare that this
Report of Condition is true and
correct to the best of my
knowledge and belief.
__________________________________
__________________________________ Directors
__________________________________
/s/ Timothy C. Connealy
Signature
7-26-94
Date