ARTICLES OF INCORPORATION

                                   OF

                           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:

 

                             ARTICLE ONE

        The name of the Corporation is NASB Financial, Inc.

 

 

                             ARTICLE TWO

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.

 

 

                             ARTICLE THREE

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

SHARES.

 

 

                             ARTICLE FOUR

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

shares.

 

 

                             ARTICLE FIVE

The name and place of residence of each incorporation is as

follows:

 

Joseph T. Porter, Jr.

1531 Country Bend Drive

St. Charles, Missouri 63303

 

 

                              ARTICLE SIX

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.

 

 

                             ARTICLE SEVEN

        The duration of the Corporation is perpetual.

 

 

                             ARTICLE EIGHT

        The corporation is formed for the following PURPOSES and PO)WERS,

to-wit:

 

(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

thereto.

 

(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

entity.

 

        (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

Corporation.

 

(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.

 

 

                            ARTICLE NINE

        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

Directors.

 

 

                             ARTICLE TEN

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.

 

 

                            ARTICLE ELEVEN

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.

 

 

                             ARTICLE TWELVE

        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.

 

 

                            ARTICLE THIRTEEN

(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

unlawful.

 

(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

no such

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.

 

 

                          ARTICLE FOURTEEN

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.

 

 

INCORPORATOR:

 

 

/s/ Joseph T. Porter, Jr.

- ----------------------

Joseph T. Porter, Jr.

 

 

[As Filed: 04-16-1998]