MISSISSIPPI LEGISLATURE
2022 Regular Session
To: Business and Financial Institutions
By: Senator(s) Caughman, Sparks
AN ACT TO AMEND SECTION 81-5-85, MISSISSIPPI CODE OF 1972, TO REVISE THE LAW PROVIDING FOR THE CONSOLIDATION, CONVERSION OR MERGER OF BANKS, SAVINGS AND LOAN ASSOCIATIONS, AND SAVINGS BANKS IN ORDER TO BE CONSISTENT WITH THE MISSISSIPPI BUSINESS CORPORATION ACT; TO AMEND SECTION 81-5-97, MISSISSIPPI CODE OF 1972, TO CLARIFY WHEN THE COMMISSIONER MAY APPROVE BANK OR BANK BRANCH CLOSURES; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 81-5-85, Mississippi Code of 1972, is amended as follows:
81-5-85. * * *
A
bank chartered by the State of Mississippi may, with the approval of the
commissioner, * * * enter into a business
combination with another bank, savings bank, savings and loan association or other
entity on such terms and conditions, as may be lawfully agreed upon,
adopted and approved in a plan of merger * * * or share
exchange in accordance with Article 11, Chapter 4 of Title 79, Mississippi
Code of 1972 and provided that the survivor is a financial institution insured
by the Federal Deposit Insurance Corporation. Following receipt of the
required corporate approvals and approval of the plan of merger * * * or share
exchange by the commissioner, the resulting amendments to charters of * * * the survivor shall be
approved and filed with other state officials in accordance with Section 81-3-15.
The capital stock of * * * the survivor
shall not be less than that required under * * * applicable law for the * * * survivor. 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 * * * survivor without any deed or other transfer,
and the said * * * survivor 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 * * *
combined.
A bank chartered by the State of Mississippi may, with the approval of the commissioner, sell or transfer all, or substantially all, of its assets, liabilities, and businesses to another bank, savings bank, savings and loan association or other entity, in a transaction agreed upon, adopted and approved in accordance with Article 12, Chapter 4 of Title 79, Mississippi Code of 1972 and provided that the buyer or transferee is a financial institution insured by the Federal Deposit Insurance Corporation.
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, notice of which, specifying the purpose, shall be given the manner required by the bylaws, or in the absence of such bylaw, then by sending the notice to each shareholder of record by registered mail at least ten (10) days before the meeting. 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 * * *, 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.
Notwithstanding any provision to the contrary, if any bank, savings and loan association or savings bank chartered by the State of Mississippi has or proposes to engage in a business combination or sale or transfer of substantially all assets that is not authorized under this section, the commissioner shall enforce the provisions of this section by issuing a cease-and-desist order. The bank, savings and loan association or savings bank may appeal such order to the First Judicial District of Hinds County, Mississippi. Such appeal must be filed within thirty (30) days from the date the order was issued.
SECTION 2. Section 81-5-97, Mississippi Code of 1972, is amended as follows:
81-5-97.
The Commissioner of Banking and Consumer Finance may, from time to time, adopt
and promulgate rules regulating banking hours, and such rules shall have all the
force and effect of law. In addition thereto, the commissioner may permit a
bank or bank branches to close * * * for business at such time or times
during the week as the commissioner determines will not prevent the rendering
of proper and reasonable banking service to the community and trade area in
which the bank is located. Unless emergency circumstances exist as
determined by the commissioner, the commissioner shall not authorize any
bank to close for more than * * * two (2)
whole days during any week, state and federal legal holidays and Sundays
excepted * * *.
However, * * * in the event any state or federal legal
holiday shall fall on a Saturday, then * * * banks * * * may observe the preceding Friday as a
legal holiday, or if such holiday shall fall on Sunday, then * * * banks * * *
may observe the next following Monday as a legal holiday.
SECTION 3. This act shall take effect and be in force from and after July 1, 2022.