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EXHIBIT 3.1.5
ARTICLES OF AGREEMENT
Know all men by these presents:
That we, the undersigned, desirous of forming a corporation under the laws of
the State of Missouri, and more particularly under the provisions of Chapter
362, RSMo, thereto, for the purpose of converting a bank to a trust charter,
have entered into the following agreements:
FIRST: That the name of this corporation shall be:
Premier Bank
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SECOND: That the bank shall be located at 000 X. Xxxxxxx Xxxx. in the City of
Jefferson City County of Xxxx, State of Missouri.
THIRD: That the amount of the capital stock of the corporation shall be
$1,751,000.00 divided into 35,020 shares of the par value of $50.00 each; that
this is the present number and amount of capital stock outstanding, and is to be
paid in assets of Premier Bank, a state chartered bank, which assets will be
assigned to the trust company on the date it is incorporated, that the net value
of such assets is equal to at least the full amount of the aforesaid capital
stock, that the surplus will be $3,251,000.00 and the undivided profits shall be
$100,235.11 (as of 8-31-98).
FOURTH: That the names and places of residence of the several shareholders and
the number of shares subscribed by each are as follows:
NAME RESIDENCE NUMBER OF SHARES
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Xxxxx X. Xxxxx 0000 Xxxxx Xxxx 3,000
Xxxxxxx X. Xxxxxxxxxx 416 Valley View 3,000
Xxxxxx Xxxxxxx 3109 Citadel 3,000
Xxxxx Xxxxxxxx 3105 Citadel 3,000
Xxxxxx X. Xxxxxx 601 X. XxXxxxx 3,000
FIFTH: The proposed resulting trust company, Premier Bank is and shall be
considered the same business and corporate entity as and a continuation of the
corporate entity and identity of, the converting state banking association,
Premier Bank, although as to rights, powers and duties, the proposed resulting
institution is a trust company incorporated under the laws of State of Missouri.
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SIXTH: That the name and places of residence of the proposed officers are as
follows:
NAME RESIDENCE
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Xxxxx X. Xxxxx 2109 Xxxxx Xxxx, JC
Xxxxxx X. Xxxxx 0000 Xxxxx Xxxxx, Xxxxxxxx
Xxxx Wm. Xxxxxx 0000 Xxxxxxxxxxxx Xxxx, Xxxxxx
Xxxxx Xxxx 995 Diamond Xxxxx, XX
Xxxxxx Xxxxxx 0000 X. Xxx Xxxx Xx., XX
Xxxx Xxxxxxx 0000 Xxxx Xxxxx Xx., JC
Xxxxx Xxxxx 5213B Xxxxxxx Court, JC
SEVENTH: The Board of Directors shall consist of 6 shareholders, and the
following are the names of those agreed upon as the first directors:
Xxxxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx
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EIGHTH: The duration of the corporation shall be perpetual.
NINTH: The purpose for which this corporation is formed is to have and exercise
all rights and powers of a trust company under Chapter 362, RSMo. except that
this corporation shall not execute as surety of any bond or act as trustee of
any trust or engage in fiduciary activities without the written authorization of
the Commissioner of Finance.
IN TESTIMONY WHEREOF, we have hereunto, this 9th day of September 1998 set our
hands.
DIRECTORS:
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx, Chairman
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/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxx Trim
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Xxxxx Trim
STATE OF MISSOURI )
) SS.
COUNTY OF XXXX )
On this 9th day of September, 1998, before me personally appeared the
above directors to me known to be the persons described in and who executed the
foregoing instrument, and acknowledged that they executed the same as their free
act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notary
seal the day and year above mentioned. My commission expires: 10/1/2001.
/s/ Xxxxxx X. Xxxxxx
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Notary Public
