Exhibit 3.1
ARTICLES OF MERGER
(Pursuant to ss. 351.447 RSMo.)
Cass Information Systems, Inc. FILED
merged into JAN 9 2001
Cass Commercial Corporation Matt Blunt
SECRETARY OF STATE
HONORABLE REBECCA MCDOWELL COOK
SECRETARY OF STATE
STATE OF MISSOURI
CORPORATIONS DIVISION
P.O. BOX 778
JEFFERSON CITY, MISSOURI 65102
Pursuant to the provisions of the General and Business Corporation Law of
Missouri, the undersigned corporations certify the following:
1. Cass Commercial Corporation, a Missouri corporation ("Parent"), and
Cass Information Systems, Inc., a Missouri corporation ("Subsidiary") which is a
wholly-owned subsidiary of Parent, are hereby merged (the "Merger"), and Cass
Commercial Corporation, the Parent, is the surviving corporation.
2. The Board of Directors of Parent, Cass Commercial Corporation, met on
December 19, 2000 and by resolutions adopted by a majority vote of the members
of such board approved the following Plan of Merger (the "Plan of Merger"):
PLAN OF MERGER
That Cass Commercial Corporation, a Missouri corporation, and its
wholly-owned subsidiary, Cass Information Systems, Inc., a Missouri
corporation, shall merge pursuant to Section 351.447 of the Revised
Statues of Missouri whereby Cass Information Systems, Inc. shall merge
into Cass Commercial Corporation which will be the surviving corporation
and which will assume all the obligations of Cass Information Systems,
Inc. All of the property rights, privileges, leases and patents of Cass
Information Systems, Inc. are to be transferred to and become the property
of Cass Commercial Corporation, the survivor. The officers and board of
directors of the above named corporations are authorized to execute all
deeds, assignments and documents of every nature which may be needed to
effectuate a full and complete transfer of ownership. The officers and
board of directors of Cass Commercial Corporation shall continue in office
until their successors are duly elected and qualified under the provisions
of the bylaws of Cass Commercial Corporation, the surviving corporation.
In accordance with Section 351.447 of the Revised Statutes of Missouri, in
connection with and contemporaneous to the above-described merger, Cass
Commercial Corporation, the surviving corporation, shall change its
corporate name to Cass Information Systems, Inc., such change of name
constituting an amendment to the Articles of Incorporation of Cass
Commercial Corporation, the survivor, as follows:
Article One of the Articles of Incorporation of Cass Commercial
Corporation is amended in its entirety to read as follows:
The name of the corporation shall be Cass Information Systems, Inc.
3. The resolutions of the Board of Directors of Parent approving the Plan
of Merger are as follows:
RESOLVED, that the Plan of Merger attached hereto and incorporated herein
is hereby approved and adopted in accordance with and pursuant to Section
351.447 RSMo.
FURTHER RESOLVED, that the officers of the Corporation are hereby
authorized and directed to execute all documents, make all filings,
provide all notices, obtain all consents and approvals and otherwise do
all things necessary or required to effect the transactions contemplated
hereby, including, without limitation, executing and filing Articles of
Merger with the Missouri Secretary of State; and
FURTHER RESOLVED, that all acts done by the directors and officers of the
Corporation in furtherance of the merger approved and the resolutions
adopted hereby, including, without limitation, the execution and filing
with the Missouri Secretary of State by the officers of the Corporation of
all required documents, including, without limitation, Articles of Merger,
are hereby approved, confirmed and ratified.
4. The Articles of Incorporation of Parent, the survivor, are amended as
follows (the "Name Change"):
"Article One of the Articles of Incorporation of Cass Commercial
Corporation is amended in its entirety to read as follows: The name of the
corporation shall be Cass Information Systems, Inc."
5. The Plan of Merger has been adopted pursuant to Section 351.447 RSMo.
6. At the time of the adoption of the resolutions above referred to, and
at the present time, one hundred percent (100%), of the outstanding shares of
Subsidiary were and are wholly owned by Parent. The parent corporation, Parent,
is in compliance with the ninety percent (90%) ownership requirement of Section
351.447, RSMo., and will maintain at least ninety percent (90%) ownership of
Subsidiary until the issuance of the Certificate of Merger by the Secretary of
State of Missouri.
7. The effective date of the Merger and the Name Change shall be the time
when a Certificate of Merger has been executed and issued by the Secretary of
State of Missouri.
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IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the aforementioned corporation as of the day and year hereafter
acknowledged.
CORPORATE SEAL
Cass Commercial Corporation
By: /s/ Lawrence A. Collett
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Name: Lawrence A. Collett
Title: Chairman and Chief Executive Officer
Date: December 31, 2000
Attest: /s/ Eric H. Brunngraber
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Name: Eric H. Brunngraber
Title: Secretary
STATE OF MISSOURI )
) SS:
COUNTY OF ST. LOUIS )
I, Joyce Blake, a notary public, do hereby certify that on this 21st day
of December, 2000, personally appeared before me Lawrence A. Collett, who, being
by me first duly swarn, declared that he is the Chairman and Chief Executive
Officer of Cass Commercial Corporation, that he signed the foregoing document as
Chairman and Chief Executive Officer of the Corporation, and that the statements
therein contained are true.
/s/ Joyce Blake
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Notary Public
(NOTARIAL SEAL)
My Commission Expires: 12-6-02
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JOYCE BLAKE
Notary Public-Notary Seal
STATE OF MISSOURI
St. Louis County
My Commission Expires: Dec. 6, 2002
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