MISSISSIPPI LEGISLATURE

1997 Regular Session

To: Banks and Banking

By: Representative Guice

House Bill 803

(As Passed the House)

AN ACT TO AMEND SECTION 81-1-115, MISSISSIPPI CODE OF 1972, TO REVISE THE FEES CHARGED BY THE COMMISSIONER OF BANKING AND CONSUMER FINANCE FOR FILING DOCUMENTS AND ISSUING CERTIFICATES; TO AMEND SECTION 81-3-1, MISSISSIPPI CODE OF 1972, TO DEFINE THE TERM "ELIGIBLE BANKS" FOR THE PURPOSE OF BANKING STATUTES; TO AMEND SECTION 81-5-45, MISSISSIPPI CODE OF 1972, TO CLARIFY THAT EVERY EXECUTIVE OFFICER OF A BANK SHALL SUBSCRIBE TO AN ANNUAL OATH; TO AMEND SECTION 81-5-55, MISSISSIPPI CODE OF 1972, TO ALLOW THE DISCLOSURE OF DEPOSITOR INFORMATION TO BANK AFFILIATES; TO AMEND SECTION 81-5-85, MISSISSIPPI CODE OF 1972, TO PROVIDE FOR THE CONSOLIDATION OR MERGER BETWEEN STATE OR FEDERAL SAVINGS BANKS AND STATE-CHARTERED BANKS, AND STATE OR FEDERAL SAVINGS AND LOAN ASSOCIATIONS AND STATE-CHARTERED BANKS; TO AMEND SECTION 81-7-1, MISSISSIPPI CODE OF 1972, TO GRANT ELIGIBLE BANKS CERTAIN PREFERENCES WITH RESPECT TO BRANCHING ACTIVITY; TO AMEND SECTION 81-7-8, MISSISSIPPI CODE OF 1972, TO REMOVE THE POPULATION RESTRICTIONS UPON THE DE NOVO ESTABLISHMENT OF BRANCH BANKS; TO AMEND SECTION 81-12-63, MISSISSIPPI CODE OF 1972, IN CONFORMITY TO SECTION 81-5-85; TO CREATE A NEW CODE SECTION TO BE CODIFIED WITHIN CHAPTER 12 OF TITLE 81, MISSISSIPPI CODE OF 1972, TO ALLOW SAVINGS ASSOCIATIONS TO REORGANIZE TO PROVIDE FOR OWNERSHIP BY HOLDING COMPANIES; TO CREATE A NEW CODE SECTION TO BE CODIFIED WITHIN CHAPTER 3 OF TITLE 81, MISSISSIPPI CODE OF 1972, TO ALLOW BANKS TO REORGANIZE TO PROVIDE FOR OWNERSHIP BY HOLDING COMPANIES; TO REPEAL SECTION 81-5-73, MISSISSIPPI CODE OF 1972, WHICH SETS FORTH THE CASH RESERVE REQUIREMENTS FOR BANKS; TO REPEAL SECTION 81-11-91, MISSISSIPPI CODE OF 1972, WHICH PROVIDES FOR THE APPOINTMENT, POWERS AND DUTIES OF A CONSERVATOR FOR SAVINGS ASSOCIATIONS NOT HAVING DEPOSITS INSURED BY A FEDERAL OR STATE AGENCY; TO REPEAL SECTION 81-11-93, MISSISSIPPI CODE OF 1972, WHICH PLACES RESTRICTIONS ON TRANSACTIONS IN SHARES, DEPOSITS AND THE LIKE OF SAVINGS ASSOCIATIONS UNDER THE JURISDICTION OF A CONSERVATOR; TO REPEAL SECTION 81-11-95, MISSISSIPPI CODE OF 1972, WHICH DEFINES TERMS UTILIZED IN THE PROVISIONS OF LAW GOVERNING THE APPOINTMENT OF A CONSERVATOR FOR SAVINGS ASSOCIATIONS NOT HAVING DEPOSITS INSURED BY A FEDERAL OR STATE AGENCY; AND FOR RELATED PURPOSES. 

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:

SECTION 1. Section 81-1-115, Mississippi Code of 1972, is amended as follows:

[Through July 1, 1997, Section 81-1-115 shall read as follows:]

81-1-115. (1) The department shall charge and collect for:

(a) Filing articles of incorporation of banking corporations and credit unions, and issuing a certificate of incorporation, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of Two Thousand Five Hundred Dollars ($2,500.00), as fixed by the commissioner.

(b) Filing articles of merger when the resulting bank or credit union is a state bank or credit union, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of Two Thousand Five Hundred Dollars ($2,500.00), as fixed by the commissioner.

(c) Filing an application for conversion from a national bank, state or federal thrift, or credit union to a state bank or credit union, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of Two Thousand Five Hundred Dollars ($2,500.00), as fixed by the commissioner.

(d) Filing an application for a branch bank or credit union, a minimum fee of Two Hundred Fifty Dollars ($250.00) up to a maximum fee of One Thousand Five Hundred Dollars ($1,500.00), as fixed by the commissioner.

(e) Filing an application for a Loan Production Office (LPO), a minimum fee of Fifty Dollars ($50.00) up to a maximum fee of Five Hundred Dollars ($500.00), as fixed by the commissioner.

(f) Filing an application for an electronic terminal, a minimum fee of Two Hundred Fifty Dollars ($250.00) up to a maximum fee of One Thousand Five Hundred Dollars ($1,500.00), as fixed by the commissioner.

(g) Filing an application to establish out-of-state branch offices by in-state banks and credit unions, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of One Thousand Five Hundred Dollars ($1,500.00), as fixed by the commissioner.

(h) Filing an application to establish in-state branch offices by an out-of-state bank or credit union, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of One Thousand Five Hundred Dollars ($1,500.00), as fixed by the commissioner.

(i) Filing an application to establish a branch of a foreign bank, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of Two Thousand Five Hundred Dollars ($2,500.00), as fixed by the commissioner.

(2) The commissioner shall publish a schedule of fees applicable to all banks within his jurisdiction.

[From and after July 2, 1997, Section 81-1-115 shall read as follows:]

81-1-115. (1) The department shall charge and collect for:

(a) Filing articles of incorporation of banking corporations and credit unions, and issuing a certificate of incorporation, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of Two Thousand Five Hundred Dollars ($2,500.00), as fixed by the commissioner.

(b) Filing articles of merger when the resulting bank or credit union is a state bank or credit union, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of Two Thousand Five Hundred Dollars ($2,500.00), as fixed by the commissioner.

(c) Filing an application for conversion from a national bank, state or federal thrift, or credit union to a state bank or credit union, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of Two Thousand Five Hundred Dollars ($2,500.00), as fixed by the commissioner.

(d) Filing an application for a branch bank or credit union, a minimum fee of Two Hundred Fifty Dollars ($250.00) up to a maximum fee of One Thousand Five Hundred Dollars ($1,500.00), as fixed by the commissioner.

(e) Filing an application for a Loan Production Office (LPO), a minimum fee of Fifty Dollars ($50.00) up to a maximum fee of Five Hundred Dollars ($500.00), as fixed by the commissioner.

(f) Filing an application for an electronic terminal, a minimum fee of Two Hundred Fifty Dollars ($250.00) up to a maximum fee of One Thousand Five Hundred Dollars ($1,500.00), as fixed by the commissioner.

(g) Filing an application to establish out-of-state branch offices by in-state banks and credit unions, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of One Thousand Five Hundred Dollars ($1,500.00), as fixed by the commissioner.

(h) Filing an application to establish in-state branch offices by an out-of-state bank or credit union, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of One Thousand Five Hundred Dollars ($1,500.00), as fixed by the commissioner.

(i) Filing an application to establish a branch of a foreign bank, a minimum fee of Five Hundred Dollars ($500.00) up to a maximum fee of Two Thousand Five Hundred Dollars ($2,500.00), as fixed by the commissioner.

(2) The commissioner shall publish a schedule of fees applicable to all banks within his jurisdiction.

SECTION 2. Section 81-3-1, Mississippi Code of 1972, is amended as follows:

81-3-1. Whenever the word "bank" is used in any statute, unless the context clearly shows that it is intended to be limited in its application to a particular character of bank, it shall include trust companies, savings banks, branches of banks and trust companies, and all other institutions subject to the provisions of this title. The term "corporation," when used in this title, or "trust company" when used in this title, shall be construed and held to embrace every character of bank, branch bank, trust company or any branch thereof, which is subject to the jurisdiction of the Department of Banking and Consumer Finance. The term "eligible banks," when used in this title, means an institution that is well capitalized as defined by regulations of the Federal Deposit Insurance Corporation, has examination ratings of two (2) or higher, has Community Reinvestment Act (CRA) ratings of satisfactory or higher, and has no supervisory enforcement actions pending.

SECTION 3. Section 81-5-45, Mississippi Code of 1972, is amended as follows:

81-5-45. Every director of every state bank must be the owner, in his or her own right, of unencumbered stock therein to the amount of at least Two Hundred Dollars ($200.00) par value. He shall take and subscribe an annual oath that he will faithfully and diligently perform the duties of his office and will not knowingly violate or permit to be violated any provision of law. Such oath shall be immediately transmitted to the Department of Banking and Consumer Finance and filed in its office. Every executive officer, as defined in Regulation O promulgated by the Board of Governors of the Federal Reserve System, of every bank doing business under the laws of this state shall subscribe to a similar annual oath and immediately transmit the same to the Department of Banking and Consumer Finance. The board of directors of every banking corporation shall meet at least once each quarter in each calendar year and shall at such times consider generally the affairs of the bank. An executive and auditing committee selected by a majority of the board of directors shall meet at least in those months when the board of directors does not meet and shall at such times consider generally the affairs of the bank. However, if the board of directors of any bank meets every month, the executive and auditing committee of that bank shall meet at least two (2) times annually. The Commissioner of Banking and Consumer Finance, in his discretion, may prescribe such forms as he may deem necessary, which, when properly executed, shall reflect the activities of the board of directors or the executive and auditing committee. It shall be the responsibility of the board of directors and the executive and auditing committee at such meetings to complete the forms prescribed and furnished by the Department of Banking and Consumer Finance, and to file same in its office when required by the commissioner.

The results of the examinations by the board of directors and the executive and auditing committee shall be entered in the minutes of the bank.

SECTION 4. Section 81-5-55, Mississippi Code of 1972, is amended as follows:

81-5-55. In no instance shall the name of any depositor, or the amount of his deposit, be disclosed to anyone, except to report to approved parties, such as credit bureaus, account verification services and others, the forcible closure of a deposit account due to misuse, such as fraud, kiting or chronic bad check writing or when required to be done in legal proceedings, for verification of public assistance in cases wherein the depositor has applied for public assistance and the Department of Human Services submits a written authorization executed by the depositor authorizing the receipt of such information, or in case of insolvency of banks. The parties referred to herein must be approved by the Commissioner of Banking and Consumer Finance and must satisfactorily demonstrate their reliability and credibility of their activities. Disclosure of depositor information to any affiliate or agent providing services on behalf of the bank shall not be considered disclosure of depositor information within the meaning of this section. The term "affiliate" means a corporation or business entity that controls, is controlled by or is under common control with the bank. The term "agent" means anyone who has an agreement, arrangement or understanding to transact business for the bank by the authority and on account of the bank, provided such agreement binds the agent to the same degree of confidentiality of disclosure of bank records as the bank. Any violation of this provision shall be considered a misdemeanor and, upon conviction thereof, in any court of competent jurisdiction, such person shall be punished by a fine of not more than One Thousand Dollars ($1,000.00) or imprisoned in the county jail not more than six (6) months or both, and in addition thereto, shall be liable upon his bond to any person damaged thereby.

This section shall not be construed to prohibit the disclosure, to the State Treasurer, State Auditor, Legislative Budget Office, Joint Legislative Committee on Performance Evaluation and Expenditure Review or the State Fiscal Management Board, of any information about any type of account or investment, including certificates of deposit, owned by any public entity of the State of Mississippi.

SECTION 5. Section 81-5-85, Mississippi Code of 1972, is amended as follows:

81-5-85. Any two (2) or more state-chartered banks, or any national bank and any state-chartered bank, or any state or federal savings and loan association and any state-chartered bank, or any state or federal savings bank and any state-chartered bank, may, with the approval of the commissioner, consolidate with or merge into one (1) state-chartered bank, under the charter of the existing state bank, on such terms and conditions, as may be lawfully agreed upon by a majority of the board of directors of each bank proposing to consolidate. Such agreement shall be ratified and confirmed by the affirmative vote of the shareholders or members of each such institution owning at least two-thirds (2/3) of its capital stock outstanding, or of fifty-one percent (51%) or more of the total number of members, at a meeting to be held on call of the directors, notice of which specifying the purpose shall be given in the manner required by the bylaws, or in the absence of such bylaw then by sending such notice to each shareholder of record by registered mail at least ten (10) days prior to such meeting. The capital stock of such consolidated bank shall not be less than that required under the Mississippi banking laws for the organization of a bank in the place in which it is located. And all the rights, franchises and interests of the institutions so consolidated in and to every species of property, personal and mixed, and choses in action thereto belonging, shall be deemed to be transferred to and vested in such bank into which they are consolidated without any deed or other transfer, and the * * * consolidated bank shall hold and enjoy the same and all rights of property, franchises and interests in the same manner and to the same extent as were held and enjoyed by the institutions so consolidated therewith.

Any national bank, state or federal savings and loan association, or state or federal savings bank may apply for conversion into a state-chartered bank upon the affirmative vote of the shareholders owning at least two-thirds (2/3) of its capital stock outstanding, or of fifty-one percent (51%) or more of the total number of the members, at a meeting called by the directors subject to the manner previously described in this section. Upon such affirmative vote, the converting institution may apply for a certificate of authority by filing with the commissioner a certificate signed by its president and cashier which sets forth the corporate action herein prescribed and asserts that the institution has complied with the provisions of the laws of the United States. The converting institution shall also file with the commissioner the plan of conversion and the proposed amendments to its articles of incorporation as approved by the stockholders for the operation of the institution as a state bank. Upon receipt of the prescribed application, the commissioner shall examine all facts associated with the conversion. The expenses and cost incurred for such special examination shall be paid by the institution applying for permission to convert. The commissioner shall present his findings and recommendations to the State Board of Banking Review for consideration. Upon approval by the State Board of Banking Review, the commissioner shall issue a certificate of authority to the applicant allowing the conversion to proceed.

Any bank, savings and loan association or savings bank chartered by the State of Mississippi is hereby authorized to convert into, consolidate with, or merge with a national bank domiciled in the State of Mississippi, with the national bank charter surviving, without approval of the Department of Banking and Consumer Finance, the Commissioner of Banking and Consumer Finance, or any state authority whatsoever.

SECTION 6. Section 81-7-1, Mississippi Code of 1972, is amended as follows:

81-7-1. (1) Banks may establish branch banks under the restrictions prescribed in this chapter, but no branch bank may be established unless the parent bank shall have first obtained from the commissioner a certificate that the public convenience and necessity will be promoted by the establishment of such branch bank. Applications seeking permission for the establishment of branch banks shall be filed with the commissioner and shall be in such form and contain such information as the commissioner by regulation may require. A separate application shall be filed for each branch bank proposed to be established, and each application shall be accompanied by the fee required by statute, which shall be transferred by the commissioner into the maintenance fund of the Department of Banking and Consumer Finance.

(2) Upon receipt of such application, the commissioner shall immediately give written notice of the filing of said application to all banks having their domicile or a branch bank or branch office in the county in which the applicant bank maintains its principal office, together with all banks, branch banks or branch offices located in the county in which the proposed branch bank is to be located, and to such other banks and interested parties that, in the opinion of the commissioner, may have an interest in the application; and the commissioner shall also at the same time publish such notice once in a newspaper having a general circulation in the county in which the proposed branch bank is to be located. Any interested party may file a written protest to said application with the commissioner within thirty (30) days from the date of the mailing and publishing of said notice. Any protest shall specify the interest of the protestant in the application and state the grounds for the protest.

(3) If no protest is filed within the time prescribed, the commissioner shall investigate the facts and render a final decision within sixty (60) days after receipt of the application as to whether the public convenience and necessity requires the establishment of the proposed branch bank, said decision to be based upon the results of the commissioner's investigation, the contents of the application and any additional evidence which the commissioner may request the applicant to furnish. If his decision is favorable to the applicant, he shall immediately grant the applicant a certificate to establish and operate the branch bank. If the commissioner's decision shall be unfavorable to the applicant, he shall immediately furnish the applicant bank a copy of his final decision.

Appeals from an unfavorable final decision may be taken by the applicant bank to the State Board of Banking Review by filing a notice of appeal with the commissioner within ten (10) days after the commissioner has rendered his final decision. The commissioner shall inform the board of such appeal, and the board shall hold a hearing on the matter within sixty (60) days after such notice is filed. At the hearing the board shall consider the findings and decision of the commissioner, shall hear such oral testimony as the commissioner may wish to give and shall also receive information and testimony from the applicant bank. The board may also consider such other information and evidence as it deems necessary to dispose of the application. The board shall render a decision within sixty (60) days after the conclusion of the final hearing on the matter. If the board's decision is favorable to the applicant, the commissioner shall immediately grant to the applicant a certificate to establish and operate the branch bank. If the board's decision is unfavorable to the applicant, the commissioner shall immediately furnish the applicant a copy of the board's final decision.

Appeals from an unfavorable board decision may be taken by the applicant bank within ten (10) days from the date of the board's order to the chancery court of the county in which the proposed branch bank is to be located. Except as otherwise provided herein, appeals by an applicant bank from the State Board of Banking Review to a chancery court shall be taken in the manner set forth in Section 81-3-13(2), which governs appeals from the State Board of Banking Review in regard to the incorporation of a new bank.

(4) If a protest to an application to establish a branch bank is received by the commissioner within the prescribed time, he shall investigate the facts and submit said application, the results of his investigation, and his recommendations as to the disposition of said application to the State Board of Banking Review within sixty (60) days after receipt of the application. The board shall hold a hearing on the matter within one hundred twenty (120) days after the application is received and render a final decision thereon within sixty (60) days after the conclusion of the final board hearing. Except as otherwise provided herein, the board shall conduct its proceedings in accordance with Section 81-3-13(1), which prescribes the procedures for actions by the board on applications to establish new banks.

Appeals from any final decision of the State Board of Banking Review acting upon a contested application may be taken by the applicant or any interested organization, person or persons who have participated in the proceeding and feel aggrieved by such decision. Such appeals shall be taken within ten (10) days from the date of the board's order to the chancery court of the county in which the proposed branch bank is to be located. Except as otherwise provided herein, appeals from the State Board of Banking Review to a chancery court shall be taken in the manner set forth in Section 81-3-13(2), which governs appeals from the State Board of Banking Review in regard to the incorporation of a new bank.

(5) Notwithstanding the foregoing and any other provision of law to the contrary, if a branch bank has not been established and is not in operation within two (2) years from the date of the certificate approving such branch bank or within two (2) years from the date upon which any appellate litigation with respect to such certificate has been concluded, the certificate shall expire. Provided, however, the State Board of Banking Review may extend for good cause shown said two-year period a maximum number of two (2) times for periods not exceeding six (6) months each. This provision shall in no way affect certificates issued prior to March 21, 1980.

(6) Notwithstanding the foregoing and any other provision of law to the contrary, the commissioner may grant by regulation eligible banks, as defined in Section 81-3-1, certain preferences with respect to new branch activity which may include but are not limited to an expedited approval process.

SECTION 7. Section 81-7-8, Mississippi Code of 1972, is amended as follows:

81-7-8.

 * * *

(1) A bank chartered after October 16, 1985, may neither establish a branch by merger, consolidation or purchase as provided in Section 81-7-7(2)(b) nor become a branch as the result of such a transaction, unless such bank has been in continuous operation as a state or federally chartered bank, savings association or savings bank for at least its previous five (5) years of existence. For purposes of the five-year requirement, a bank which has been involved in an interim bank merger shall be deemed to have been in operation from the date it began operation under the original charter. "Interim bank merger" means the technique by which a bank holding company obtains a new bank charter solely for the purpose of merging an existing bank into the bank for which the charter is sought or solely for the purpose of merging the bank for which the charter is sought into an existing bank.

(2) A bank is prohibited from establishing a branch by merger, consolidation or purchase, as provided for in Section 81-7-7(2)(b), if upon such merger, consolidation or purchase the surviving bank and all of its branch banks and branch offices located in Mississippi would have combined deposits which exceed twenty-five percent (25%) of the total deposits of all offices located in Mississippi of commercial banks, savings banks, savings and loan associations and credit unions. Determination of the percentage of total deposit concentration limited by this subsection shall be made based on data contained in the most recent call reports or reports of condition furnished immediately prior to the merger, consolidation or purchase to the appropriate regulatory officials by the banks involved in the merger, consolidation or purchase. "Appropriate regulatory officials" means, for any national bank in Mississippi, the Comptroller of the Currency of the United States or the Board of Governors of the Federal Reserve System of the United States; "appropriate regulatory officials" means, for any state-chartered bank in Mississippi, the Commissioner of Banking and Consumer Finance. In determining total deposits of all offices located in Mississippi of commercial banks, savings banks, savings and loan associations and credit unions, data shall be used as furnished by the Department of Banking and Consumer Finance as of the most recent calendar quarter for which complete data are available. For the purpose of furnishing such data, the department shall obtain from appropriate federal regulatory agencies the most recent data available regarding the deposits of federally chartered institutions. For purposes of this subsection and subsection (4) of this section, "deposits" mean all individual, partnership, corporate and government deposits (including, without limitation, all demand, savings, time, certificates of deposit and other similar depository accounts of individuals, partnerships, corporations and governmental bodies).

(3) In the sale of any insolvent bank made pursuant to the provisions of Chapter 9, Title 81, Mississippi Code of 1972, or pursuant to federal banking laws, the restrictions contained in subsections (1) and (2) of this section shall not apply to prevent the acquisition of such insolvent bank by another bank; and, additionally, neither restriction shall apply to prohibit any purchasing bank from retaining any established branches of the insolvent bank which the purchasing bank would otherwise be prohibited from establishing.

(4) For branching purposes, a parent bank is considered to be located where it was domiciled on June 30, 1986. For any bank opening for business after that date, a parent bank shall be considered for branching purposes to be located where it is first domiciled. Upon a merger, consolidation or purchase as provided for in Section 81-7-7(2)(b), the parent bank for branching purposes of the surviving bank shall be considered to be at the location of the parent bank for branching purposes of the bank involved in such transaction which had the greater amount of deposits based on data contained in the most recent call reports or reports of condition furnished immediately prior to the merger, consolidation or purchase to the appropriate regulatory officials referred to in subsection (2) of this section.

(5) In order for a parent bank to establish a branch bank through de novo branching, merger, consolidation or purchase after June 30, 1986, the parent bank shall have prior to the approval of any such branch application, and shall be expected to maintain, primary capital and total capital ratios equal to or above the minimum acceptable ratios established by the federal bank regulatory agency which primarily regulates and examines such bank. The components of capital and the method of computing the capital ratios shall be those defined by the applicable federal bank regulatory agency.

SECTION 8. Section 81-12-63, Mississippi Code of 1972, is amended as follows:

81-12-63. No conversion of an association or a federal association, direct or indirect, shall be permitted, except as specifically authorized by this chapter, * * * Section 81-14-101 or Section 81-5-85.

SECTION 9. (1) Notwithstanding any other provision of law, any stock savings association may simultaneously with its incorporation or conversion to a stock savings association provide for its ownership by a holding company. In the case of a conversion, members of the converting savings association shall have the right to purchase capital stock of the holding company in lieu of capital stock of the converted savings association in accordance with Section 81-12-61.

(2) Notwithstanding any other provision of law, any stock savings association may reorganize its ownership to provide for ownership by a holding company, upon adoption of a plan of reorganization by a favorable vote of not less than two-thirds (2/3) of the members of the board of directors of the savings association and approval of such plan of reorganization by the holders of not less than a majority of the issued and outstanding shares of stock of the savings association. The plan of reorganization shall provide that (a) the resulting ownership shall be vested in a Mississippi corporation; (b) all stockholders of the stock savings association shall have the right to exchange shares; (c) the exchange of stock shall not be subject to state or federal income taxation; (d) stockholders not wishing to exchange shares shall be entitled to dissenters' rights as provided under Section 79-4-13.01 et seq.; and (e) the plan of reorganization is fair and equitable to all stockholders.

SECTION 10. (1) Subject to the prohibitions provided in Section 81-5-28, but notwithstanding any other provision of law, any bank may simultaneously with its incorporation provide for its ownership by a holding company.

(2) Subject to the prohibitions provided in Section 81-5-28 but notwithstanding any other provision of law, any bank may reorganize its ownership to provide for ownership by a holding company upon adoption of a plan of reorganization by a favorable vote of not less than two-thirds (2/3) of the members of the board of directors of the bank and approval of such plan of reorganization by the holders of not less than a majority of the issued and outstanding shares of stock of the bank. The plan of reorganization shall provide that (a) the resulting ownership shall be vested in a Mississippi corporation; (b) all stockholders of the stock bank shall have the right to exchange shares; (c) the exchange of stock shall not be subject to state or federal income taxation; (d) stockholders not wishing to exchange shares shall be entitled to dissenters' rights as provided under Section 79-4-13.01 et seq.; and (e) the plan of reorganization is fair and equitable to all stockholders.

SECTION 11. Section 81-5-73, Mississippi Code of 1972, which sets forth the cash reserve requirements for banks, is repealed.

SECTION 12. Section 81-11-91, Mississippi Code of 1972, which provides for the appointment, powers and duties of a conservator for savings associations not having deposits insured by a federal or state agency, is repealed.

SECTION 13. Section 81-11-93, Mississippi Code of 1972, which places restrictions on transactions in shares, deposits and the like of saving associations under the jurisdiction of a conservator, is repealed.

SECTION 14. Section 81-11-95, Mississippi Code of 1972, which defines terms utilized in the provisions of law governing the appointment of a conservator for savings associations not having deposits insured by a federal or state agency, is hereby repealed.

SECTION 15. Section 9 of this act shall be codified as a separate code section within Chapter 12 of Title 81, Mississippi Code of 1972.

SECTION 16. Section 10 of this act shall be codified as a separate code section within Chapter 3 of Title 81, Mississippi Code of 1972.

SECTION 17. This act shall take effect and be in force from and after its passage.