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8-K - FORM 8-K - COMMERCE BANCSHARES INC /MO/ | c62763e8vk.htm |
Exhibit 3(ii)
COMMERCE BANCSHARES, INC.
BY-LAWS
(Currently in effect; last amended January 28, 2011)
COMMERCE BANCSHARES, INC.
BY-LAWS
(Currently in effect; Last amended January 28, 2011)
ARTICLE I
Location of Offices
Location of Offices
Section 1. Principal Office. The principal office of the Corporation shall be located
in Kansas City, Jackson County, Missouri, or at such other place as may be designated from time to
time by the Board of Directors.
Section 2. Other Offices. The Corporation may have offices at such other place or
places, either within or without the State of Missouri, as the Board of Directors may from time to
time designate.
ARTICLE II
Meeting of Stockholders
Meeting of Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders shall be held at
the principal office of the Corporation, or at such other place as shall be designated in the
notice thereof, at 9:30 a.m., or at such other time as shall be designated in the notice thereof,
on the third Wednesday in April in each year, or if that be a legal holiday, on the next succeeding
day not a legal holiday, for the purpose of electing a Board of Directors and transacting such
other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders may be called at
any time by the Chairman of the Board, or in case of the absence or disability of the Chairman of
the Board, by any Vice Chairman, if one be so elected, or by the President, or at any time upon the
written request of a majority of the Board of Directors. Each call for a special meeting of the
stockholders shall state the time, the day, the place and the purpose of such meeting and shall be
in writing, signed by the persons making the same and delivered to the Secretary. No business
shall be transacted at a special meeting other than such as is included in the purposes stated in
the call.
Section 3. Notice of Meetings. Written or printed notice of each meeting of the
stockholders stating the hour and day when, and the place where such meeting is to be held shall
be served as hereinafter provided on each stockholder entitled to vote thereat not less than
ten
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(10) days or more than seventy (70) days before such meeting, except that further notice shall
be given of particular matters if required by law. Written notice shall include, but not be
limited to, notice by electronic transmission, which means any process of communication not
involving the physical transfer and paper that is suitable for retention, retrieval and
reproduction of information by the recipient. In the case of the annual meetings the notice shall
state that the purposes thereof are the election of a Board of Directors and the transaction of
such other business as may come before the meeting. In the case of a special meeting such notice
shall state the purpose or purposes for which the meeting is called. Service of such notice shall
be made either (i) personally, (ii) by depositing the same in a sealed envelope addressed to the
stockholder at his address as it appears with the records of the Corporation, and deposited in a
United States Post Office, with the postage thereon prepaid, or (iii) if requested in advance by a
stockholder, by an electronic transmission of a type which delivery thereof is capable of being
confirmed. If such notice is served by mailing the same, it shall be deemed to have been given at
the time when the same shall be thus mailed. If any stockholder shall not have an address
appearing upon the books of the Corporation, such notice may be given by mailing the same as
heretofore provided, addressed to such stockholder at the General Post Office in Kansas City,
Missouri. Service of such notice shall be made by the Secretary, but in case the Secretary shall
refuse or neglect to serve such notice upon each stockholder as herein provided, then such service
may be made by any officer or director of the Corporation. In addition, such published notice
shall be given as required by law.
Section 4. Waiver of Notice. Any stockholder may waive notice of any meeting
of the stockholders, by a writing signed by him, or by his duly authorized attorney, either
before or after the time of such meeting. A copy of such waiver shall be entered
in the minutes, and shall be deemed to be the notice required by him or by these By-Laws. Any
stockholder present in person, or represented by proxy, at any meeting of the stockholders shall be
deemed to have thereby waived notice of such meeting except where such attendance is for the
express purpose of objecting to the transaction of any business because the meeting is not lawfully
called or convened.
Section 5. Meetings May Be Held By Consent. Whenever all stockholders entitled to
vote consent, by a writing filed with the Secretary, any action to be taken at a meeting of
stockholders may be taken without a meeting, and any action so taken shall be as valid as if had at
a meeting regularly called and noticed, and at such meeting any business, including the election of
directors, may be transacted which is not excepted from the written consent or to the consideration
of which no objection for want of notice is made at the time. If any meeting of the stockholders
be irregular for want of notice, or of such consent, provided a quorum was present at such meeting,
the proceedings of said meeting may be ratified and approved and rendered likewise valid, and the
irregularity or defect therein waived, by a writing signed by all persons having the right to vote
at such meeting.
Such consent or ratification and approval may be by proxy or attorney, but all such proxies
and powers of attorney must be in writing and delivered to the Secretary.
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Section 6. List of Stockholders. At least ten days before each meeting of
stockholders the Secretary shall cause to be prepared a complete list of the names and addresses of
all stockholders entitled to vote at such meeting, arranged in alphabetical order, with the number
of shares held by each, and such list shall be produced and kept at the registered Missouri office
and shall be subject to inspection by any stockholder during regular business hours. Such list
shall also be produced and kept open at the meeting and shall be subject to inspection by any
stockholder during the meeting. The provisions of this Section shall not apply to a special
meeting held by consent pursuant to Section 5 of this Article of the By-Laws.
Section 7. Quorum. At any meeting of the stockholders, a majority of the outstanding
capital stock entitled to vote at such meeting, being represented in person or by proxy, shall
constitute a quorum for all purposes, including the election of directors, except where it is
otherwise provided by law.
Section 8. Organization. The Chairman of the Board, and in his absence, any Vice
Chairman, if one be so elected, or the President, shall preside at each meeting of the stockholders
and shall act as chairman thereof. The Secretary shall act as secretary of all meetings of the
stockholders.
Section 9. Voting. At each meeting of the stockholders, each stockholder shall be
entitled to vote in person, or by proxy held by some person or persons present at such meeting, and
made in accordance with the provisions of the By-Laws of the Corporation, and upon all matters
shall have one vote for each share of stock standing in his name on the books of the Corporation on
the record date determined as provided in Section 6 of ARTICLE VII of the By-Laws. All questions,
except any question the manner of deciding which is specially regulated by law, shall be determined
by a majority of the outstanding shares of capital stock represented at each meeting. If voting
shall be by ballot for the election of directors or other questions, the Chairman of such meeting
of the stockholders may appoint not less than two (2) persons, who are not directors, to act as
Inspectors of Election and to receive and canvass the votes cast at such meeting and certify the
results to the Chairman. Each such Inspector, before entering upon the discharge of his duties,
shall take and subscribe the following oath: I do solemnly swear that I will execute the duties
of an inspector of the election now to be held, with strict impartiality and according to the best
of my ability. The Inspectors of Election shall take charge of the polls and after the balloting
shall make and file a written certificate of the result of the votes cast at the meeting.
Section 10. Adjournment. If, at any meeting of the stockholders, a quorum shall fail
to attend at the time and place for which such meeting was called, or if the business of such
meeting shall not be completed, the stockholders present in
person or represented by proxy may, by a majority vote, adjourn the meeting from day to day,
or from time to time, not exceeding ninety (90) days from such adjournment, without further notice,
until a quorum shall attend or the business thereof shall be completed. Such adjournment and the
reasons therefor shall be
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recorded in the minutes. At any such adjournment meeting, any business
may be transacted which might have been transacted at the meeting as originally called.
Section 11. Proxies. Every proxy must be in writing, signed by the stockholder
himself or herself or by his or her duly authorized attorney or by his or her legal representative,
and must be filed with the Secretary of the Corporation at or before the roll call at the meeting
at which the same is to be used, and unless so signed and filed it cannot be used at such meeting.
In lieu of a written proxy, to the extent permitted by law, a proxy may be transmitted in a
telegram, cablegram, facsimile or other means of electronic transmission, or by telephone, provided
that such telegram, cablegram, facsimile or other electronic transmission, or telephonic
transmission either sets forth or is submitted with, information from which it can be determined
that such telegram, cablegram, facsimile or other electronic transmission, or telephonic
transmission was authorized by the stockholder. Any proxy may be revoked at the pleasure of the
person executing it, by a writing similarly signed and filed, or an electronic transmission or
telephonic transmission of the type described above, unless such person shall have specified
therein that it is irrevocable. No proxy shall be valid after the expiration of eleven (11) months
from its date, unless the person executing it shall have specified therein the length of time for
which such proxy is to continue in force. In the event that such instrument in writing or by
electronic transmission or telephonic transmission shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one shall be present, then
that one, shall have and may exercise all of the powers conferred by such written instrument or by
such electronic transmission or telephonic transmission upon all of the persons so designated,
unless the instrument shall otherwise provide.
Section 12. Advance Notification of Business to be Transacted at Annual
Meetings. No business may be transacted at an Annual Meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the Annual Meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the
Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 12 and on the record date for the
determination of stockholders entitled to vote at such Annual Meeting, and (ii) who complies with
the notice procedures set forth in this Section 12.
In addition to any other applicable requirements, for business to be properly brought before
an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholders notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than sixty days nor more
than ninety days prior to the date of the Annual Meeting; provided, however, that
in the event that less than seventy days notice or prior public disclosure of the date of the
Annual Meeting is given or made to stockholders, notice by the stockholder in order to be timely
must be so
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received not later than the close of business on the tenth day following the day on
which such notice of the date of the Annual Meeting was mailed or such public disclosure of the
date of the Annual Meeting was made, whichever first occurs.
To be in proper written form, a stockholders notice to the Secretary must set forth as to
each matter such stockholder proposes to bring before the Annual Meeting (i) a brief description of
the business desired to be brought before the Annual Meeting and the reasons for conducting such
business at the Annual Meeting, (ii) the name and record address of such stockholder, (iii) the
class or series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any material interest of such
stockholder in such business, and (v) a representation that such stockholder intends to appear in
person or by proxy at the Annual Meeting to bring such business before the meeting.
No business shall be conducted at the Annual Meeting of stockholders, except business brought
before the Annual Meeting in accordance with the procedures set forth in this Section 12;
provided, however, that once business has been properly brought before the Annual
Meeting in accordance with such procedures, nothing in this Section 12 shall be deemed to preclude
discussion by any stockholder of any such business. If the chairman of an Annual Meeting
determines that business was not properly brought before the Annual Meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.
Section 13. Conduct of Meetings. The board of directors of the Corporation may adopt
by resolution such rules or regulations for the conduct of meetings of the stockholders as it shall
deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by
the board of directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such acts as, in the
judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the board of directors or prescribed by the chairman
of the meeting, may include, without limitation, the following: (1) the establishment of an agenda
or order of business for the meeting, (2) rules and procedures for maintaining order at the meeting
and the safety of those present, (3) limitations on attendance at or participation in the meeting
to stockholders of record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman shall permit, (4) restrictions on entry to the meeting after the time
fixed for the commencement thereof and (5) limitations on the time
allotted to questions or comments by participants. Unless, and to the extent determined by
the board of directors or the chairman of the meeting, meetings of the stockholders shall not be
required to be held in accordance with rules of parliamentary procedure.
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ARTICLE III
Directors
Section 1. Number and Qualification. The corporate powers, business and property of
the Corporation shall be exercised, conducted and controlled by a board of directors consisting of
twelve (12) persons, except that the board of directors may, from time to time, increase or
decrease the number of persons constituting the board provided that the board shall at all times
consist of at least three (3) persons.
Section 2. Election and Term of Office. The directors shall be classified with
respect to the time for which they shall severally hold office by dividing them into three classes,
each as nearly equal in number as possible. At the meeting held for the election of the first
board, the directors of the first class should be elected for a term of one year; the directors of
the second class for a term of two years; and the directors of the third class for a term of three
years; and at each annual election the successors to the class of directors whose terms shall
expire that year shall be elected to hold office for the term of three years, so that the term of
office of one class of directors shall expire in each year. All directors of the Corporation whose
terms shall have expired shall hold office until their successors are elected and qualified or
until there is a decrease in the number of directors. Each stockholder, in person or by proxy,
shall be entitled to cast one vote for each share of stock standing in his name on the books of the
Corporation on the record date for each director without cumulative voting.
Each director of this Corporation upon attaining the age of 72 years, shall be deemed to have
submitted his resignation as a director of this Corporation to be effective on the day such
director attains the age of 72 years; provided, however, that a director who is also an officer of
this Corporation, or an officer of any other corporation in which this Corporation owns capital
stock (subsidiary), shall resign as a director of this Corporation on the date he retires or
resigns as an officer from the last of such corporations except that, for the purposes of this
Section only, a director serving as Chairman of the Board of this Corporation shall not be deemed
to be an officer of this Corporation. The continuation as a director or the election or reelection
of a director, by mistake or otherwise, in violation of the aforesaid policy, shall not, ipso
facto, void such continuation, election or reelection, or nullify any actions so taken by such
person as a director.
In any uncontested election of directors, a nominee for director will be elected to the Board
if the number of votes cast for that nominees election exceed the number of votes cast
withheld from that nominee (excluding abstentions and broker non-votes) at any meeting for
the election of directors at which a quorum is present (a Majority Vote).
Any nominee for director who does not receive a Majority Vote in an uncontested election is
expected promptly to tender his or her resignation to the Chairman of the Board following
certification of the stockholder vote. The Committee on Governance and Directors will promptly
consider the resignation submitted by each nominee failing to receive a Majority Vote and recommend
to the Board whether to accept the tendered resignation or reject it. The Board will consider the
Committees recommendation and decide whether to accept or reject any
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tendered resignation no later than at its first regularly scheduled meeting following
certification of the stockholder vote. Following the Boards decision on the Committee on
Governance and Directors recommendation, the Company will promptly publicly disclose the Boards
decision.
To the extent that one or more directors resignations are accepted by the Board, the
Committee on Governance and Directors will recommend to the Board whether or not to fill such
vacancy or vacancies. Any director who tenders his or her resignation pursuant to this provision
will not participate in the Committee on Governance and Directors recommendation or Board
consideration regarding whether or not to accept the tendered resignation. If a majority of the
members of the Committee on Governance and Directors failed to receive a Majority Vote at the same
election, then the remaining independent directors on the Board will appoint a Board committee
amongst themselves solely for the purpose of considering the tendered resignations and will
recommend to the Board whether to accept or reject them. This Board committee may, but need not,
consist of all of the independent directors on the Board.
No director shall be expected to tender his or her resignation if such director fails to
receive a Majority Vote in an election in which there are more director candidates for election
than director positions to be filled.
Section 3. Vacancies. In case of increase in the number of directors or vacancy
occurring on the Board of Directors through death, resignation, disqualification, or disability,
any such increase or vacancy may be filled by vote of a majority of the surviving or remaining
directors then in office. Such director as may be elected by the Board of Directors to fill a
vacancy shall hold office for the unexpired portion of the term of the director whose place shall
be vacated. Directorships created as a result of an increase in number of directors shall be
allocated among the classes of directors so that no one class shall have more than one director
more than any other class and, to the extent possible, any newly created directorships shall be
added to the class or classes the terms of office of which are to expire at the earliest date or
dates following such allocation. Directors elected under this Section 3 shall hold office until
their successors are elected and qualified or until there is a decrease in the number of directors.
Section 4. Annual Meeting. The annual meeting of the directors, for the purpose of
electing officers and transacting such other business as may come before the meeting shall be held
in conjunction with the first regular meeting of the Board of Directors next occurring after the
annual meeting of stockholders shall be finally adjourned.
Section 5. Regular Meetings Other Than Annual Meetings. Regular meetings of the
directors may be held at such time and place as shall be determined from time to time by resolution
of the Board of Directors. After the time and place of such regular meetings shall have been so
determined, no notice of such regular meetings need be given.
Section 6. Special Meetings. Special meetings of the Board of Directors for any
purpose or purposes shall be called by the Secretary of the Corporation at the written request of
the Chairman of the Board, or the Vice Chairman, if one be so elected, or the President, or at the
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written request of a majority of the directors. Such request shall state the purpose or purposes
of the proposed meeting.
Section 7. Notice of Meetings. No notice shall be required to be given of any regular
meeting of the Board of Directors. Notice of any change in the place of holding any regular
meeting, or of any adjournment of a regular meeting to reconvene at a different place, shall be
given by mail or telegraph not less than forty-eight (48) hours before such meeting to all
directors who were absent at the time such action was taken. The Secretary of the Corporation
shall give notice of all special meetings of the directors by delivering to each director in person
not later than the day prior to the meeting, or as to any such director not so personally notified
by mailing to him, a written or printed notice of such meeting, postage prepaid, or by telegraph or
by messenger delivery to each such director, at his last known address, so that in the ordinary
course of the method of delivery it would reach such director at least on the day prior to the
meeting. The business transacted at all special meetings of directors shall be confined to the
subjects stated in the notice and to matters germane thereto, unless all directors of the
Corporation are present at such meeting and consent to the transaction of other business.
Section 8. Meetings May Be Held By Consent. Whenever all persons entitled to vote at
any meeting of the directors consent, either by a writing on the records of the meeting, or filed
with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by
taking part in the deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any
business may be transacted which is not excepted from the written consent, or to the consideration
of which no objection for want of notice is made at the time. If any meeting of the directors be
irregular for want of notice, or of such consent, provided a quorum was present at such meeting,
the proceedings of such meeting may be ratified and approved and rendered likewise valid, and the
irregularity or defect therein waived, by a writing signed by all persons having the right to vote
at such meeting. Whenever any notice is required to be given to any director under any provisions
of the By-Laws, a waiver thereof in writing, signed by the person entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Section 9. Quorum. A majority of the Board of Directors of the Corporation, at a
meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors, except where otherwise provided by law or by the By-Laws of
the Corporation.
Section 10. Adjournment. If at any meeting of the Board of Directors a quorum shall
fail to attend, a majority of the directors present at the time and place appointed for such
meeting may adjourn the meeting from time to time to any date
until the next regular meeting, without notice other than verbal announcement at the meeting
and adjournments thereof, until a quorum shall attend. Likewise, any meeting of directors at which
a quorum is present may also be adjourned, in like manner and on like notice, for such time or upon
such call as may be
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determined by vote of a majority of the directors there present. At any
adjournment of any such meeting, at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally called.
Section 11. Organization. The Chairman of the Board, and in his absence, any Vice
Chairman, if one be so elected, and in the absence of both, a Chairman pro tem, chosen by the
directors present shall preside at each meeting of the directors and shall act as chairman thereof.
The Secretary, and in the absence of the Secretary or any Assistant Secretary, a Secretary pro
tem, chosen by the directors present, shall act as secretary of all meetings of the directors.
Section 12. Rules and Regulations. The Board of Directors shall supervise all
officers and agents and see that their duties are property performed. The Board of Directors may
adopt such rules and regulations for the conduct of their meetings, the guidance of the officers
and the management of the affairs of the Corporation as they deem proper, not inconsistent with law
or the By-Laws of the Corporation, and may, from time to time, determine the order of business at
their meetings.
Section 13. Minutes and Statements. The Board of Directors shall cause to be kept a
complete record of their meetings and acts, and of the proceedings of the stockholders.
Section 14. Powers of the Board. In addition to the power and authority conferred
upon them by law, the Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by law prohibited or limited, and which are not required or
directed to be exercised or done by the stockholders or by their consent and authority first
specifically given and evidenced in writing.
Section 15. Compensation of Directors. The compensation to be paid the directors of
this Corporation for services at all regular or special meetings of the Board of Directors shall be
determined from time to time by the Board of Directors; provided, that no such compensation shall
be paid to any director who shall at the time be receiving a salary from this Corporation or any of
its subsidiaries as an officer thereof.
Section 16. Nomination of Directors. Nominations of persons for election to the Board
of Directors may be made at any Annual Meeting of stockholders (a) by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for
in this Section 16 and on the record date for the determination of stockholders entitled to vote at
such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 16.
Persons nominated by a stockholder of the Corporation shall only be eligible for election as
directors of the Corporation if such persons are nominated in accordance with the following
procedures.
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In addition to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a stockholders notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than sixty days nor more
than ninety days prior to the date of the Annual Meeting; provided, however, that
in the event that less than seventy days notice or prior public disclosure of the date of the
Annual Meeting is given or made to stockholders, notice by the stockholder in order to be timely
must be so received not later than the close of business on the tenth day following the day on
which such notice of the date of the Annual Meeting was mailed or such public disclosure of the
date of the Annual Meeting was made, whichever first occurs.
To be in proper written form, a stockholders notice to the Secretary must set forth (a) as to
each person whom the stockholder proposes to nominate for election as a director (i) the name, age,
business address and residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other information relating to
the person that would be required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election of directors pursuant to Section
14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the Exchange Act); and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of shares of capital stock
of the Corporation which are owned beneficially or of record by such stockholder, (iii) a
description of all arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder intends to appear
in person or by proxy at the Annual Meeting to nominate the persons named in its notice and (v) any
other information relating to such stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act. Such notice must be accompanied
by a written consent of each proposed nominee to be named as a nominee and to serve as a director
if elected.
No person nominated by a stockholder of the Corporation shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures set forth in this
Section 16. If the Chairman of the Annual Meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded.
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ARTICLE IV
Committees
Committees
Section 1. Executive Committee. The Board of Directors may, by resolution passed by a
majority of the total number of directors, designate an Executive Committee to consist of the
Chairman of the Board, the President, and such number of other directors as they shall determine.
The members of the Executive Committee shall hold their office as such until the membership is
changed by the Board of Directors. In making such new appointments the Board of Directors shall
designate the directors said appointees are to succeed and the time they are respectively to serve
on said Committee. The Executive Committee shall have and may exercise all powers of the Board of
Directors. A majority of the members of the Executive Committee shall determine its action and
shall fix the time and place of its meetings unless the Board of Directors shall otherwise provide.
When regular meetings have been established no notice shall be required thereof and any and all
business may be transacted thereat. Notices of special meetings shall be given in the same manner
as is provided for special meetings of the Board of Directors. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting. A majority of the
Executive Committee shall constitute a quorum. The Executive Committee shall keep regular minutes
of its proceedings and shall report the same at the next succeeding meeting of the Board of
Directors.
Section 2. Other Committees. The Board of Directors may from time to time, designate
such other committee or committees as the Board may deem advisable, and may select or designate the
manner of selecting any such committee, which committee may consist in whole or in part of officers
of this Corporation, whether or not they be directors thereof. Each such committee shall have and
may exercise such powers as the Board of Directors shall provide by its resolution.
Section 3. Compensation of Committee Members. The Board of Directors shall determine
the compensation to be paid to each member of any committee appointed by it for service on such
committee, provided that no such compensation shall be paid to any committee member who shall at
the time be receiving a salary from this Corporation or any of its subsidiaries as an officer
thereof.
ARTICLE V
Officers
Officers
Section 1. Executive Officers. The executive officers of this Corporation shall be a
Chairman of the Board, one or more Vice Chairmen, a President, one or more Executive Vice
Presidents and one or more Senior Vice Presidents, all of whom shall be elected by the Board of
Directors. All Vice Presidents, a Secretary, a Treasurer, a Controller and an Auditor shall also
be elected by the Board of Directors but shall not be deemed executive officers. The Chairman of
the Board and the President shall be chosen from among the directors; any person may hold two
or more offices, except the offices of Chairman of the Board and Secretary, or President and
Secretary.
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Section 2. Subordinate Officers. The President may appoint such other assistant
officers as he may deem necessary from time to time, and such individuals so appointed by the
President shall serve at the pleasure of the President and shall have such authority and shall
perform such duties as the President from time to time may prescribe.
Section 3. Tenure of Office and Removal. The tenure of office of each of the
executive officers of the Corporation, subject to prior removal, shall be until the first meeting
of the Board after the annual meeting of stockholders following such officers election, and until
the election of his successor. Any executive officer may be removed at any time prior to the
expiration of his term by affirmative vote of the majority of the directors. The Board may
delegate the power of removal of subordinate officers to any officer or committee. If the office
of any officer of the Corporation becomes vacant by reason of death, resignation, retirement,
disqualification or removal from office or inability to act, the Board of Directors may, in every
such case, choose a successor for such officer who shall hold office for such term as may be
prescribed by the Board of Directors but no longer than the unexpired portion of the term of the
officer or agent whose place is vacant, and until his successor shall have been duly elected and
qualified.
Section 4. Compensation. The Board of Directors shall from time to time in its
discretion fix or alter the compensation of any officer.
Section 5. The Chairman of the Board. The Chairman of the Board shall be the chief
executive officer and shall have and may exercise all of the powers of the President, whether the
President be absent or not. The Chairman of the Board shall be a member of all standing and other
committees appointed by the Board of Directors unless excused by the Board of Directors therefrom.
Section 6. Vice Chairman of the Board. Any Vice Chairman of the Board who is also a
director of this Corporation shall have and may exercise in the absence of the Chairman of the
Board all of the powers granted to the Chairman of the Board. In addition, any such Vice Chairman
of the Board and any Vice Chairman who is not a director of this Corporation may exercise all of
the rights, powers and duties granted by the By-Laws of this Corporation to an Executive Vice
President and shall perform such other duties as may be specifically designated by the Board of
Directors through the Chairman of the Board.
Section 7. The President. The President shall see that all orders and
resolutions of the stockholders and of the Board of Directors are carried into effect, subject,
however, to the right of the Board of Directors, by resolution, to delegate any specific powers
(other than those which may be by statute conferred exclusively upon the President) to any other
officer, director or agent of the Corporation. He shall be a member of all standing and other
committees appointed by the Board of Directors unless excused by the Board of Directors therefrom.
He is also authorized and empowered to execute on behalf of the Corporation and to cause
the seal thereof to be affixed to any and all deeds, mortgages, deeds of trust, bills of sale,
security agreements, leases or other instruments conveying, encumbering or transferring any part of
or the entire interest of the Corporation in and to any of its property, real, personal or mixed;
also,
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any and all contracts, documents, acknowledgments of satisfaction, or releases of
mortgages, judgments or other form of security creating instrument, or other instruments issued by
the Corporation in the transaction of its business. He is also authorized and shall have full
authority in behalf of the Corporation to attend and to act and to vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock, and in connection with
such meeting he shall possess and exercise in behalf of the Corporation any and all rights and
powers incident to the ownership of such stock, including the power to sign proxies therefor. He
shall perform such other duties and exercise such other powers not in conflict with the provisions
of these By-Laws as the Board of Directors may from time to time prescribe.
Section 8. Vice Presidents. The Executive Vice Presidents shall, in the order of
precedence by date of election, whether the President be absent or present, have and exercise all
of the rights, powers and duties of the President, and the signature and acknowledgment of an
Executive Vice President to all official acts of the Corporation shall be valid and sufficient.
The Senior Vice Presidents and the Vice Presidents shall perform such duties not inconsistent with
these By-Laws as may be specifically designated by the President or the Board of Directors.
Section 9. Secretary. The Secretary shall attend all meetings of the stockholders of
the Corporation, and of the Board of Directors and standing committees. He shall act as the clerk
or secretary thereof and shall record all of the proceedings of such meetings in minute books kept
for that purpose. He shall keep in safe custody the corporate seal of the Corporation and is
authorized to affix the same to all instruments requiring the Corporations seal. He shall have
charge of the corporate records, and, except to the extent authority may be conferred upon any
transfer agent or registrar duly appointed by the Board of Directors, he shall maintain the
Corporations books, registers, stock certificate and stock transfer books and stock ledgers, and
such other books, records and papers as the Board of Directors may from time to time entrust to
him. He shall give or cause to be given proper notice of all meetings of stockholders and
directors as required by law and the By-Laws, and shall perform such other duties as may from time
to time be prescribed by the Board of Directors.
Section 10. Treasurer. The Treasurer shall have the custody of the corporate funds
and securities of the Corporation and shall keep full and accurate account of the receipts and
disbursements in books belonging to the Corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such depositaries as may be
designated by the Board of Directors. He shall disburse the funds of the Corporation in the manner
and for the purpose ordered by the Board of Directors, and shall render to the Board of Directors,
whenever they may require it, an account of all of his transactions as Treasurer and of the
financial condition of the Corporation. And he shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 11. Officers Bonds. The Board of Directors may require any officer or
officers to furnish the Corporation a bond in such sum and in
form and with security satisfactory to the Board of Directors for the faithful performance of
the duties of their offices and the restoration to the Corporation, in case of death, resignation
or removal from office of such
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officer or officers, of all books, papers, vouchers, money and other
property of whatever kind in their possession, belonging to the Corporation.
ARTICLE VI
Agents and Attorneys
Agents and Attorneys
The Chairman of the Board and the President, or either of them, may appoint such agents,
attorneys and attorneys-in-fact of the Corporation as either may deem proper, and either may, by
written power of attorney, authorize such agents, attorneys, or attorneys-in-fact, to represent the
Corporation and for it and in its name, place and stead, and for its use and benefit to transact
any and all business, to the extent authorized, which said Corporation is authorized to transact or
do by its Articles of Incorporation, and in its name, place and stead, and as its corporate act and
deed, to sign, acknowledge and execute any and all contracts and instruments, in writing, necessary
or convenient in the transaction of such business as fully to all intents and purposes as said
corporation might or could do if it acted by and through its regularly elected and qualified
officers.
ARTICLE VII
Certificates of Stock and Transfers
Certificates of Stock and Transfers
Section 1. Forms and Execution of Certificates. Each stockholder of the Corporation
whose stock has been paid for in full shall be entitled to have a certificate or certificates,
certifying the number of shares of stock of the Corporation owned by him. The certificates of
stock shall be in such form as the Board of Directors shall determine. Each certificate shall be
signed by the President, or a Vice President, and the Secretary or an Assistant Secretary, have
affixed to it the seal of the Corporation, which seal may be facsimile, engraved or printed, and
express on its face its number, date of issuance, the number of shares for which and the person to
whom it is issued. If the Corporation has a registrar, a transfer agent or a transfer clerk who
actually signs such certificates, the signatures of any of the officers above mentioned may be
facsimile, engraved or printed. In case any such officer who has signed or whose facsimile
signature has been placed upon any such certificate shall have ceased to be such officer before
such certificate is issued, such certificate may nevertheless be issued by the Corporation with the
same effect as if such officer were an officer at the date of its issue. Shares may also be issued
in uncertificated form pursuant to the customary arrangements for issuing shares in such form.
Section 2. Transfer of Stock. Shares of stock, whether issued in certificated or
uncertificated form, shall be transferrable only on the stock transfer books of the Corporation
which shall be in the possession of the Secretary or of a transfer agent or clerk for the
Corporation. No transfer shall be valid against the Corporation until the same is so entered upon
its books and, with respect to certificated shares, the old certificate is surrendered for
cancellation, or with respect to uncertificated shares, in accordance with customary procedures for
transferring shares in uncertificated form.
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Section 3. Old Certificates to be Cancelled. No new certificates shall be issued for
previously issued certificates until the former certificate or certificates for the shares
represented thereby shall have been surrendered to and cancelled by the Secretary, by writing
across the face thereof the word Cancelled, with the date of cancellation; in case any
certificate shall be claimed to be lost or destroyed, no new or duplicate certificate shall be
issued for the shares represented thereby, and no new certificate shall be issued upon a transfer
of such shares, except pursuant to a judgment of a court of competent jurisdiction, duly given and
made in accordance with the laws of the State of Missouri, or upon corporate surety bond or other
indemnity in form and amount satisfactory to the Corporation being furnished to the Corporation.
Section 4. Treasury Stock. All issued and outstanding stock of the Corporation that
may be purchased or otherwise acquired by the Corporation shall be treasury stock, and shall be
subject to disposal by action of the Board of Directors. Such stock shall neither vote nor
participate in dividends while held by the Corporation.
Section 5. Registered Stockholders. The Corporation shall be entitled to treat the
registered holder of any share or shares of stock whose name appears on its books as the owner or
holder thereof as the absolute owner of all legal and equitable interest therein for all purposes
and (except as may be otherwise provided by law) shall not be bound to recognize any equitable or
other claim to or interest in such shares of stock on the part of any other person, regardless of
whether or not it shall have actual or implied notice of such claim or interest.
Section 6. Closing of Stock Transfer BooksFixing Record Date. The Board of
Directors shall have power to close the stock transfer books of the Corporation for a period not
exceeding seventy (70) days preceding the date of any meeting of stockholders, or the date for
payment of any dividend, or the date for the allotment of rights, or the date when any change,
conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of
closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date,
not exceeding seventy (70) days preceding the date of any meeting of stockholders, or the date for
the payment of any dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record date for the
determination
of the stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment
of rights, or to exercise the rights in respect of any such change, conversion or exchange of
capital stock, and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of
any stock on the books of the Corporation after any such record date fixed as aforesaid. If the
Board of Directors shall not have closed the transfer books or set a record date for the
determination of its stockholders entitled to vote as herein provided, the date on which notice of
the meeting is mailed or the date such dividend is declared or other right announced, as the case
may be, shall be the record date for such determination of stockholders so entitled to participate.
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ARTICLE VIII
Seal
Seal
The Corporation shall have a corporate seal which shall have inscribed around the
circumference thereof Commerce Bancshares, Inc., Kansas City, Missouri, and elsewhere thereon
shall bear the words Corporate Seal. The corporate seal may be affixed by impression or may be
facsimile, engraved or printed.
ARTICLE IX
Miscellaneous Provisions
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first
day of January in each calendar year and shall terminate on the last day of December of the same
calendar year.
Section 2. Failure or Refusal to Give Notice Upon Request. If the Secretary, upon
written request by the proper party or parties as permitted and provided in these By-Laws, shall
fail or refuse to give any notice which he is required to give in accordance with the provisions
hereof, the party or parties entitled to require that such notice be given may sign and issue a
notice of the character and in the manner herein provided and setting forth in such notice the fact
of such failure or refusal on the part of the Secretary to give the notice as requested; and such
notice so signed and issued shall have the same force and effect as though signed and issued by the
Secretary of the Corporation.
Section 3. Checks, Drafts, Etc. All checks and drafts on the Corporations bank
accounts and all bills of exchange and promissory
notes, and all acceptances, obligations and other instruments for the payment of money, shall
be signed by such officer or officers or agent or agents as shall be thereunto duly authorized from
time to time by the Board of Directors; provided, that the Board of Directors may authorize the use
of facsimile signatures of such officers and upon such terms and subject to such conditions as the
Board of Directors may determine.
Section 4. Indemnification of Directors and Officers. Subject as hereinafter
provided:
(a) The Corporation, to the extent permitted by law, shall
(1) Indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director or
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officer of the Corporation or of another corporation included in a controlled group
of corporations of which the Corporation is a common parent, or is or was serving at
the request of the Corporation as a director or officer of another corporation or
other enterprise not included in said group, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in or in connection with the adjudication, defense or disposition of
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Corporation
or of the other corporation he served as aforesaid, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful;
(2) Indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation or of another corporation included
in a controlled group of corporations of which the Corporation is a common parent,
or is or was serving at the request of the Corporation as a director or officer of
another corporation or other enterprise not included in said group, against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in or in connection with the adjudication,
defense or disposition of the action or suit if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Corporation or of the other corporation he served as aforesaid and shall not have
been adjudged in such action or suit to be liable for negligence or misconduct in
the performance of his duty to the Corporation or such other corporation with
respect to the matter involved unless and only to the extent that the court in which
such action or suit was brought determines upon application
that, despite the adjudication of liability and in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnify to the extent the court shall deem proper.
(b) The Corporation may purchase and maintain insurance on behalf of any person
entitled to indemnification under this section against any liability asserted against him
and expenses incurred by him in any such capacity, or arising out of his status as a
director or officer, whether or not the Corporation would have the power to indemnify him
against the liability so insured and, if the Corporation procures such insurance, (1) the
insurer thereunder shall be entitled to receive from or on behalf of said person the notice
and opportunity to defend hereinafter provided for the Corporation, (2) the Corporation
shall be relieved from its obligation to indemnify said person under this section to the
extent that indemnity is provided in such insurance, and (3) the insurer shall not under any
circumstances have a right of action, by way of subrogation or otherwise, against said
person, the Corporation or other corporation or other enterprise for whom said person served
at the request of the Corporation;
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(c) For purposes of this section, the term other enterprise shall include employee
benefit plans; the term fines shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and the term serving at the request of the
Corporation shall include any service as a director or officer which imposes duties on, or
involves services by, such director or officer with respect to an employee benefit plan, its
participants, or beneficiaries; a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner not opposed to the best
interests of the Corporation as referred to in this section; and each of the terms
controlled group of corporations and common parent shall have the same meaning herein as
in the U.S. Internal Revenue Code;
PROVIDED NEVERTHELESS THAT
(i) Any person who serves as a director or officer of a corporation that at
the time of such service is in a controlled group of corporations of which the
Corporation is a common parent shall be deemed to serve at the request of the
Corporation, but a person serving as a director or officer of a corporation that is
not in such a controlled group shall not be entitled to indemnification under this
section unless actually requested to serve in said capacity by the Corporation.
(ii) The termination of any action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful;
(iii) No person shall be entitled to indemnification under this section
(A) Unless he notifies the Corporation of the threatened, pending or
completed action, suit, proceeding or investigation promptly on becoming
aware thereof and, before incurring expense of any kind therein or in
connection therewith, gives the Corporation or its insurer the opportunity
to provide an independent attorney to represent him in, and to otherwise
counsel him in connection with, any such action, suit, proceeding or
investigation, or
(B) For or with respect to any amount paid to settle a claim asserted
or action, suit or proceeding brought or threatened against him unless the
Corporations board of directors (1) approved the amount of such settlement
as reasonable, or (2) upon failing so to approve the same, refused to
confirm its obligation to satisfy any larger amount adjudged against him on
said claim, action, suit or proceeding and the additional
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expenses incurred
in the defense thereof, or (3) could not, by reason of the action,
intervention or threat of a court, government agency or instrumentality, act
with complete independence and free of circumscription in relation to the
subject matter, or
(C) For or with respect to any claim made against him (1) for libel or
slander, (2) for an accounting of profits made from the purchase or sale by
him of securities of the Corporation or of another corporation in the
controlled group of corporations of which the Corporation is a common parent
within the meaning of Section 16(b) of the Securities Exchange Act of 1934
and amendments thereto or similar provisions of any statutory law or common
law, or (3) based on or attributable to personal injury or bodily injury,
sickness, disease or death or damage to, destruction of, or loss of use of
property;
(iv) Expenses incurred by a director or officer or a former director or
officer in connection with a civil or criminal action, suit, proceeding or
investigation shall be paid by the Corporation in advance of the final termination
of the action, suit, proceeding or investigation in the specific case upon receipt
of an undertaking by or on behalf of said person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this section;
(v) The indemnification provided by this section shall be in addition
to any other rights to which a director or officer or former director or officer
otherwise covered by this section may be entitled by law or under any agreement
or vote of shareholders or disinterested directors, both as to action in such
persons official capacity and as to action in another capacity while holding such
office, shall continue as to a person who has ceased to be a director or officer of
the Corporation or of another corporation or other enterprise encompassed by this
section and shall inure to the benefit of the heirs, executors and administrators of
such a person.
Section 5. Amendments to By-Laws. The Board of Directors shall have the power to
make, alter, amend or repeal the By-Laws of this Corporation from time to time.
Section 6. Control Share Acquisitions. The provisions of Section 351.407 of the
Missouri Revised Statutes (the Control Share Act) shall not apply to any control share
acquisitions of shares of the Corporation within the meaning of the Control Share Act.
Section 7. Gender. As used herein, the masculine pronoun shall include the feminine
gender.
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