ARTICLES OF INCORPORATION
NASB FINANCIAL, INC.
The undersigned natural person of the age of eighteen (18) years or
more for the purpose of forming a Corporation under The General and
Business Corporation Law of Missouri hereby adopts the following
Articles of Incorporation:
The name of the Corporation is NASB Financial, Inc.
The address, including street and number, if any, of the
Corporation's initial registered office in this State is 12498 South 71
Highway, Grandview, Missouri 64030, and the name of its initial
registered agent at such address is David H. Hancock.
The aggregate number of shares which the Corporation shall have
authority to issue shall be 3,000,000 SHARES, which shall have a par
value of ONE DOLLAR ($1.00) each, amounting in the aggregate to THREE
MILLION DOLLARS ($3,000,000.00), and all of said shares shall be COMMON
The extent to which the preemptive rights of shareholders to
acquire additional shares are granted, limited or denied is as follows:
No holder of any stock of the Corporation shall be entitled, as a matter
of right, to purchase, subscribe for, or otherwise acquire any new or
additional shares of stock of the Corporation of any class, or any
options or warrants to purchase, subscribe for or otherwise acquire any
such new or additional shares, or any shares, bonds, notes, debentures,
or other securities convertible into or carrying options or warrants to
purchase, subscribe for or otherwise acquire any such new or additional
The name and place of residence of each incorporation is as
Joseph T. Porter, Jr.
1531 Country Bend Drive
St. Charles, Missouri 63303
The number of Directors to constitute the first Board of Directors
is seven (7). Thereafter, the number of Directors shall be fixed by or
in the manner provided for in the Bylaws of the Corporation. Any
changes in the number of Directors will be reported to the Secretary of
State within thirty (30) calendar days after any such change.
In all elections of Directors of this Corporation, each shareholder
shall have the right to cast as many votes as shall equal (x) the number
of such shares held by him multiplied by (y) the number of Directors to
be elected, and he may cast all of such votes for a single Director or
may distribute them among the number of Directors to be elected, or any
two (2) or more of them, as such shareholder may deem fit.
The duration of the Corporation is perpetual.
The corporation is formed for the following PURPOSES and PO)WERS,
(A) To purchase, acquire, take, receive, subscribe for, loan,
hold, vote, use, sell. mortgage or pledge or otherwise deal in any
personal property, tangible or intangible, including shares of stock or
obligations issued by a federally charted stock savings bank, and
including all aspects thereof and all acts and actions incidental
(B) To buy, sell, procure, franchise, produce, manufacture and
dispose of all kinds of goods, wares, merchandise, commodities,
machinery, tools, supplies and products, and generally to engage in and
conduct any form of service, manufacturing, or mercantile enterprise not
contrary to law.
(C) To apply for, secure, acquire by assignment, transfer,
purchase or otherwise, and to exercise, carry out and enjoy any charter,
license, patent, copyright, power, authority, franchise, concession,
rights or privileges, which any government or any corporation or other
public body may be empowered to grant; and to pay for, aid in and
contribute toward carrying the same into effect and to appropriate any
of the Corporation's shares of stock, bonds and assets to defray the
necessary costs, charges and expenses thereof.
(D) To borrow and loan money with or without security and to
issue, sell, or pledge bonds, promissory notes, debentures and other
obligations and evidences of indebtedness secured or unsecured.
(E) To contract with any person, firm, corporation, association or
(F) To acquire the goodwill, rights, and property and to undertake
the whole or any part of the assets or liabilities of any person, firm,
association or corporation, to pay for the same in cash, the stock of
this Corporation, bonds or otherwise; to hold or in any manner to
dispose of the whole or any part of the property so purchased; to
conduct in any lawful manner the whole or any part of any business so
acquired, and to exercise all the powers necessary or convenient in and
about the conduct and management of such business.
(G) To purchase, hold, sell, assign, transfer, mortgage, pledge,
or otherwise hold and possess or otherwise dispose of, shares of capital
stock of, or any bonds, securities, or evidence of indebtedness created
by any other corporation or corporations of this state or any other
state, country, nation or government, and while owner of said stock to
exercise all the rights, power, and privileges of ownership including
the right to vote thereon.
(H) To purchase, acquire, use, lend, lease or hold, improve,
operate, hypothecate, mortgage, sell or convey, and otherwise deal in
and dispose of property of all kinds, both real and personal, including
patents and patent rights from the United States and/or foreign
countries, license privileges, inventions, franchises, improvement
processes, copyrights, trademarks and trade names, and service marks
relating to or useful in connection with the business of this
(1) Subject to the limitations of The General and Business
Corporation Law, to purchase, hold, sell, transfer, dispose of or deal
in shares of its own capital stock.
(J) In general, and in addition to all of the foregoing, to carry
on any business in connection with the aforesaid powers and purposes,
and, further, to have and exercise all of the powers conferred by The
General and Business Corporation Law whether or not done in connection
with the specific powers hereinbefore set forth.
Except as otherwise specifically provided by statute, all powers of
management and direct control of the Corporation shall be vested in the
Board of Directors.
The power to make, alter, amend or repeal the Bylaws of the
Corporation shall be vested in the Board of Directors. The exercise of
such power shall require the affirmative vote of a majority of the
No contract or other transaction between this Corporation and any
other firm or corporation shall be affected or invalidated by reason of
the fact that any of the Directors or Officers of this Corporation are
interested in or are members, shareholders, directors, or officers of
such other firm or corporation; and any Director or Officer of this
Corporation may be a party to or may be interested in any contract or
transaction of this Corporation in which this Corporation is interested
and no such contract or transaction shall be affected or invalidated
thereby; and each and every person who may become a Director or Officer
of this Corporation is hereby relieved from any liability as a result of
holding any such position that might otherwise exist from contracting or
transacting business with this Corporation for the benefit of such
Director of Officer or of any person, firm, association or corporation
in which such Director or Officer may be in anywise interested.
The private property of the Shareholders of this Corporation shall
not be subject to the payment of corporate debts, except to the extent
of any unpaid balance of subscriptions for shares.
The power to amend and alter the Articles of Incorporation of the
Corporation shall be vested solely in the holders of the common stock of
the Corporation (except to the extent that in certain circumstances the
holders of any other class of stock may be entitled by law to vote).
This power may be exercised (after such notice as may be required or
waiver thereof) at any annual or special meeting of the holders of the
aforementioned shares by a vote of a majority of such shares as are
issued and outstanding and entitled to vote at such meeting.
(a) The Corporation shall 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,
officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with 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, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contenders 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
(b) The Corporation shall 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, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorney's fees
and amounts paid in settlement, actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit 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; except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections A and
B of this Article, or in defense of any claim, issue or matter therein
he shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the action,
suit or proceeding.
(d) Any indemnification under Sections A and B of this Article,
unless ordered by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in this Article. The determination shall be made by the Board
of Directors of the Corporation by a majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding, or if such a quorum is not obtainable, or even if obtainable
a quorum of disinterested Directors so directs, by independent legal
counsel in a written opinion, or by the shareholders of the Corporation.
(e) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the
final disposition of the action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this Article.
(f) The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
shareholders, or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such person.
(g) The Corporation may give any further indemnity, in addition to
the indemnity authorized or contemplated under this Article, including
Section F, to any person who is or was a director, officer, employee or
agent, or to any person who is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
provided such further indemnity is either (i) authorized, directed, or
provided for in these Articles of Incorporation or any duly adopted
amendment thereof or (ii) is authorized, directed, or provided for in
any bylaw or agreement of the Corporation which has been adopted by a
vote of the shareholders of the Corporation, and, provided further than
indemnity shall indemnify any person from or on account of such persons
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct. Nothing in this section G
shall be deemed to limit the power of the Corporation under section F of
this Article to enact bylaws or to enter into agreements without
shareholder adoption of the same.
(h) The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions of this Article.
(i) For the purpose of this Article, references to "the
Corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position
under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or
surviving corporation in the same rapacity.
(j) For purposes of this Article, the term "other enterprise"
shall include employee benefit plans; the ten-n "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, officer, employee or agent of
the Corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries; and 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.
The provisions of Section 351.407 of the Revised Statutes of
Missouri, as amended from time to time, which would apply if and when
the Corporation is an "issuing public corporation" and which would
require the filing of certain information, notice to shareholders, and
shareholder approval of certain "control share acquisitions" and which
would create dissenter and other shareholder rights, shall not apply to
the Corporation. The quoted terms shall have the meanings set forth in
the General and Business Corporation Law of Missouri, as amended from
time to time.
This Article shall not be amended to eliminate or reduce the
application of Section 351.407 except upon the vote of two-thirds (2/3)
of the issued and outstanding shares entitled to vote on the amendment
of these Articles of Incorporation.
IN WITNESS WHEREOF, these Articles of Incorporation have been
executed on this 9th day of December, 1997.
/s/ Joseph T. Porter, Jr.
Joseph T. Porter, Jr.
[As Filed: 04-16-1998]