MCA Chapter 14

in effect

Miss. Code Ann. § 81-14-1 Short title.

This chapter shall be known and may be cited as the “Savings Bank Law.”

Miss. Code Ann. § 81-14-3 Purpose.

The purpose of this chapter is: To provide for affordable housing resources for citizens of this state by promoting and preserving a system of thrift institutions that are locally owned and controlled; To provide for the safe and sound conduct of the business of savings banks, the conservation of their assets and the maintenance of public confidence in savings banks; To provide for the protection of the interests of customers and members; To provide the opportunity for savings banks to remain competitive with each other and with other depository institutions existing under other state and federal laws; To provide for an increase in the savings base of the state and for local control of the means of finance and accumulation of capital; To provide the opportunity for the management of savings banks to exercise prudent business judgment in conducting the affairs of savings banks to the extent compatible with the purposes recited in this section; and To provide adequate rule making power and administrative discretion so that the regulation and supervision of savings banks are readily responsive to changes in local economic conditions and depository institution practices.

Miss. Code Ann. § 81-14-5 Applicability of chapter.

The provisions of this chapter, unless the context otherwise specifies, shall apply to all state savings banks.

Miss. Code Ann. § 81-14-7 Definitions and application of terms.

As used in this chapter, unless the context otherwise requires, the following terms shall have the meanings ascribed herein: “Affiliate” means any person or corporation which controls, is controlled by, or is under common control with a savings institution. “Associate” when used to indicate a relationship with any person means (i) any corporation or organization, other than the applicant, of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities; (ii) any trust or other estate in which such person has a substantial beneficial interest, or to which such person serves as a trustee or in a similar fiduciary capacity; and (iii) any relative or spouse who lives in the same house as that person, or any relative of that person’s spouse who lives in the same house as that person, or who is a director or officer of the applicant or any of its parents or subsidiaries. “Association” means a thrift institution that is chartered by this state but which is not subject to this chapter. “Board” means the State Board of Banking Review. “Branch office” means an office of a savings bank other than its principal office which renders savings institution services. “Capital stock” means securities which represent ownership of a stock savings bank. “Certificate of incorporation of charter” means the document which represents the corporate existence of a state savings bank. “Commissioner” means the Commissioner of Banking and Consumer Finance. “Conflict of interest” means a matter before the board of directors in which one or more of the directors, officers or employees has a direct or indirect financial interest in its outcome. “Control” means the power, directly or indirectly, to direct the management or policies of a savings bank, or to vote twenty-five percent (25%) or more of any class of voting securities for a savings bank. “Depository institution” means a person, firm or corporation engaged in the business of receiving, soliciting or accepting money or its equivalent on deposit and/or lending money or its equivalent. “Disinterested directors” means those directors who have absolutely no direct or indirect financial interest in the matter before them. “Dividends on stock” means the earnings of a savings bank paid out to holders of capital stock in a stock savings bank. “Department” means the Department of Banking and Consumer Finance. “Examination and investigation” means a supervisory inspection of a savings bank or proposed savings bank which may include inspection of every relevant piece of information including subsidiary or affiliated businesses. “Immediate family” means one’s spouse, father, mother, children, brothers, sisters and grandchildren; and the father, mother, brother and sisters of one’s spouse; and the spouse of one’s child, brother or sister. “Insurance of deposit accounts” means insurance on a savings bank’s deposit accounts when the beneficiary is the holder of such insured account. “Loan production office” means an office of a savings bank other than the principal or branch offices whose activities are limited to the generation of loans. “Members” means deposit account holders and borrowers in a state mutual savings bank. “Mutual savings bank” means a savings bank owned by members of the savings bank and organized under the provisions of this chapter. “Net worth” means a savings bank’s total assets less total liabilities as defined by generally accepted accounting principles plus unallocated, general loan loss reserves. “Original incorporators” means the organizers of a state savings bank responsible for the business of a proposed savings bank from filing of application to the board’s final decision on such application. “Plan of conversion” means a detailed outline of the procedure of the conversion of a savings institution from one to another regulatory authority, from one to another form of ownership, or from one to another charter. “Principal office” means the office which houses the headquarters of a savings bank. “Proposed savings bank” means an entity in organizational procedures prior to the board’s final decision on its charter application. “Registered agent” means the person named in the certificate of incorporation upon whom service of legal process shall be deemed binding upon the savings bank. “Savings bank” includes a state savings bank or a federal savings bank unless limited by use of the words “state” or “federal.” “Savings institution” means either an association or a savings bank. “Service corporation” means a corporation operating under the provision of Article 7 of this chapter which engages in activities determined by the rules and regulations of the commissioner to be incidental to the conduct of a depository institution business as provided in this chapter or activities which further the corporate purposes of a savings bank, or which furnishes services to a savings bank or subsidiaries of a savings bank, the voting stock of which is owned directly or indirectly by one or more savings institutions. “This state” means the State of Mississippi. “Thrift institution” means a savings bank, bank for savings, savings and loan association, savings association, building and loan association, homestead association and any other supervised savings and residential financing institution of a substantially similar nature, but shall not include a commercial banking institution organized under the laws of the United States or a commercial bank organized under the laws of this or any other state. “State savings bank” means a depository institution organized under this chapter and operated under the provisions of this chapter; or a corporation organized under the provisions of the laws of this state or federal law and so converted as to be operated under the provisions of this chapter. “Stock savings bank” means all savings banks owned by holders of capital stock and organized and/or operated under the provisions of this chapter. “Voluntary dissolution” means the dissolution and liquidation of a savings bank initiated by its ownership.

Miss. Code Ann. § 81-14-51 Hearings.

Any hearing required to be held by this chapter shall be conducted in accordance with applicable provisions as prescribed by the commissioner.

Miss. Code Ann. § 81-14-53 Application of chapter on business corporations.

All the provisions of law relating to private corporations operating in this state which are not inconsistent with this chapter, or with the proper business of depository institutions, shall be applicable to all state savings banks.

Miss. Code Ann. § 81-14-55 Scope and prohibitions; existing charters; injunctions.

Nothing in this chapter shall be construed to invalidate any charter that was valid prior to the enactment of this chapter. Any savings bank chartered pursuant to this chapter shall use the letters “SSB” in its legal name. Except as provided in subsection (1), no person or group of persons, nor any corporation, company or savings bank that is not incorporated and licensed in accordance with the provisions of this chapter or federal law to operate a savings bank shall operate as a savings bank. Unless so authorized as a state or federal savings bank and engaged in transacting a depository institution business, no person or group of persons, nor any corporation, company or savings bank domiciled and doing business in this state shall: Use in its name the term “savings bank” or words of similar import or connotation that lead the public reasonably to believe that the business so conducted is that of a savings bank; or Use any sign, or circulate or use any letterhead, billhead, circular or paper whatsoever, or advertise or communicate in any manner, that would lead the public reasonably to believe that it is conducting the business of a savings bank. Upon application by the commissioner or by any savings bank, a court of competent jurisdiction may issue an injunction to restrain any person or entity from violating any of the foregoing provisions of subsection (2).

Miss. Code Ann. § 81-14-57 Application to organize savings bank.

Any five (5) or more natural persons (hereinafter referred to as “incorporators”), a majority of whom shall be domiciled in this state, may make application to organize a savings bank in order to promote the purpose of this chapter. The incorporators shall file with the commissioner a preliminary application to organize a state savings bank in the form to be prescribed by the commissioner, together with the proper nonrefundable application fee. The application to organize a state savings bank shall be received by the commissioner not less than sixty (60) days prior to the scheduled consideration of the application by the board, and it shall contain: The original and two (2) copies of the certificate of incorporation, signed by a majority of the original incorporators, which shall not be less than five (5), and properly acknowledged by a person duly authorized by this state to take proof of acknowledgment of deeds; The names and addresses of the incorporators and the initial members of the board of directors; Statements of the anticipated receipts, expenditures, earnings and financial condition of the savings bank for its first three (3) years of operation, or such longer period as the commissioner may require; A showing satisfactory to the board that: The public convenience and advantage will be served by the establishment of the proposed savings bank; There is a reasonable demand and necessity in the community which will be served by the establishment of the proposed savings bank; The proposed savings bank will have a reasonable probability of sustaining profitable and beneficial operations within a reasonable time in the community in which the proposed savings bank intends to locate; The proposed savings bank will promote healthy and effective competition in the community by the delivery to the public of savings institution services; The proposed bylaws; Statements, exhibits, maps and other data which may be prescribed or required by the commissioner, which data shall be sufficiently detailed so as to enable the commissioner to pass upon the criteria set forth in this article. The application shall be signed by a majority of the original incorporators, which shall not be less than five (5), and shall be properly acknowledged by a person duly authorized by this state to take proof and acknowledgment of deeds.

Miss. Code Ann. § 81-14-59 Certificate of incorporation.

The certificate of incorporation of a proposed mutual savings bank shall set forth: The name of the savings bank which shall not closely resemble the name of an existing depository institution doing business under the laws of this state so as to mislead the public; The county and city or town where its principal office will be located in this state; and the name of its registered agent and the address of its registered office, including county and city or town, and street and number; The period of duration, which may be perpetual. When the certificate of incorporation fails to state the period of duration, it shall be considered perpetual; The purpose for which the savings bank is organized which shall be limited to purposes permitted under the laws of this state for savings banks; The amount of the entrance fee per deposit account based upon the amount pledged; The minimum amount on deposit in deposit accounts before it shall commence business; Any provision, not inconsistent with this chapter, and the proper operation of a savings bank, which the incorporators shall set forth in the certificate of incorporation for the regulation of the internal affairs of the savings bank; The number of directors, which shall not be less than five (5), constituting the initial board of directors (which may be classified in the certificate of incorporation) and the name and address of each person who is to serve as a director until the first meeting of members, or until his successor is duly elected; The names and addresses of the incorporators. The certificate of incorporation of a proposed stock savings bank shall set forth: The name of the savings bank which shall not closely resemble the name of an existing depository institution doing business under the laws of this state so as to mislead the public; The county and city or town where its principal office will be located in this state; and the name of its registered agent and the address of its registered office, including county and city or town, and street and number; The period of duration which may be perpetual. When the certificate of incorporation fails to state the period of duration, it shall be considered perpetual; The purposes for which the savings bank is organized, which shall be limited to purposes permitted under the laws of this state for savings banks; With respect to the shares of stock which the savings bank shall have authority to issue: If the stock is to have a par value, the number of such shares of stock and the par value of each; If the stock is to be without par value, the number of such shares of stock; If the stock is to be divided into classes, or into series within a class of preferred or special shares of stock, the certificate of incorporation shall also set forth a designation of each class, with a designation of each series within a class, and a statement of the preferences, limitations and relative rights of the stock of each class or series; The minimum amount of consideration to be received for its shares of stock before it shall commence business; A statement as to whether stockholders have preemptive rights to acquire additional or treasury shares of the savings bank; Any provision not inconsistent with this chapter or the proper operation of a savings bank, which the incorporators shall set forth in the certificate of incorporation for the regulation of the internal affairs of the savings bank; The number of directors, which shall not be less than five (5), constituting the initial board of directors (which may be classified in accordance with provisions in the certificate of incorporation) and the name and address of each person who is to serve as a director until the first meeting of the stockholders, or until his successor is duly elected; The names and addresses of the incorporators.

Miss. Code Ann. § 81-14-61 Commissioner to consider application.

Upon receipt of an application to organize and establish a savings bank, the commissioner shall examine or cause to be examined all the relevant facts connected with the formation of the proposed savings bank. If it appears to the commissioner that the proposed savings bank has complied with all the requirements set forth in this chapter and the rules and regulations for the formation of a savings bank and is otherwise lawfully entitled to be organized and established as a savings bank, the commissioner shall present the application to the board for its consideration.

Miss. Code Ann. § 81-14-63 Criteria to be met before commissioner may recommend approval of application.

The commissioner may recommend approval of an application to form a mutual savings bank only when all of the following criteria are met: The proposed savings bank has an operational expense fund from which to pay organizational and incorporation expenses in an amount determined by the commissioner to be sufficient for the safe and proper operation of the savings bank; provided, however, that such expense fund shall not contain less than Seventy-five Thousand Dollars ($75,000.00). The monies remaining in such expense fund shall be held by the savings bank for at least one (1) year from its date of licensing. No portion of such fund shall be released to an incorporator or director who contributed to it, nor to any other contributor, nor to any other person, and no dividends shall be accrued or paid on such funds without the prior approval of the commissioner. The proposed savings bank has pledges for deposit accounts in the amount determined by the commissioner sufficient for the safe and proper operation of the savings bank. However, the amount of such pledges for any savings bank, except for a savings bank which was converted from an existing financial institution, shall not be less than the amount required to obtain insurance of deposit accounts by the Federal Deposit Insurance Corporation. All entrance fees for deposit accounts of the proposed savings bank have been made with legal tender of the United States. The name of the proposed savings bank will not mislead the public and is not the same as, or so similar to, the name of an existing depository institution as to mislead the public. The character, general fitness and responsibility of the incorporators and the initial board of directors of the proposed savings bank, a majority of whom shall be residents of Mississippi, command the confidence of the community in which the proposed savings bank intends to locate. There is a reasonable demand and necessity in the community which will be served by the establishment of the proposed savings bank. The public convenience and advantage will be served by the establishment of the proposed savings bank. The proposed savings bank will have a reasonable probability of sustaining profitable and beneficial operations in the community. The proposed savings bank, if established, will promote the healthy and effective competition in the community by the delivery to the public of savings institution services. The commissioner may recommend approval of an application to form a stock savings bank only when all the following criteria are met: The proposed savings bank has prepared a plan to solicit subscriptions for capital stock in an amount determined by the commissioner to be sufficient for the safe and proper operation of the savings bank. However, the amount of such subscriptions for any savings bank, except for a savings bank which was converted from an existing financial institution, shall not be less than the amount required to obtain insurance of deposit accounts by the Federal Deposit Insurance Corporation. The name of the proposed savings bank will not mislead the public and is not the same as, or so similar to, the name of an existing depository institution as to mislead the public. The character, general fitness and responsibility of the incorporators, initial board of directors and initial stockholders of the proposed savings bank command the confidence of the community in which the proposed institution intends to locate. There is a reasonable demand and necessity in the community which will be served by the establishment of the proposed savings bank. The public convenience and advantage will be served by the establishment of the proposed savings bank. The proposed savings bank will have a reasonable probability of sustaining profitable and beneficial operations in the community. The proposed savings bank, if established, will promote healthy and effective competition in the community in the delivery to the public of savings institution services.

Miss. Code Ann. § 81-14-65 Board to review findings and recommendations of commissioner.

If the commissioner does not have the completed application within one hundred twenty (120) days of the filing of the preliminary application, the application shall be returned to the applicants. When the commissioner has completed his examination and investigation of the facts relevant to the establishment of the proposed savings bank, he shall present his findings and recommendations to the board at a public hearing. The board must approve or reject an application within one hundred eighty (180) days of the submission of the preliminary application. Not less than forty-five (45) days prior to the public hearing held for the consideration of the application to establish a savings bank, the incorporators shall publish a notice in a newspaper of general circulation in the area to be served by the proposed savings bank. Such notice shall contain: A statement that the application has been filed with the commissioner; The name of the community where the principal office of the proposed savings bank intends to locate; A statement that a public hearing shall be held to consider the application; A statement that any interested or affected party may file a written statement either favoring or protesting the creation of the proposed savings bank. Such statement must be filed with the commissioner within thirty (30) days of the date of publication; and When a certificate of incorporation is sought in order to effect the acquisition of an insolvent financial institution that is being sold pursuant to the provisions of state or federal law, any constraints of time imposed herein shall not apply if the commissioner determines that an emergency exists which requires expedition in granting a certificate in order to protect the interests of the public and the interests of the depositors and creditors of the financial institution. The board, at the public hearing, shall consider the findings and recommendation of the commissioner and shall hear such oral testimony as the commissioner may wish to give or be called upon to give, and shall also receive information and hear testimony from the incorporators of the proposed savings bank and from any and all other interested or affected parties. The board shall hear only testimony and receive only information which is relevant to the consideration of the application and the operation of the proposed savings bank.

Miss. Code Ann. § 81-14-67 Grounds for approval or denial of application.

After consideration of the findings and recommendation of the commissioner and his oral testimony, if any, and the consideration of such other information and evidence, either written or oral, as has come before it at the public hearing, the board shall approve or disapprove the application within thirty (30) days after the public hearing. The board shall approve the application if it finds that the certificate of incorporation is in compliance with the provisions of this chapter and the rules or regulations promulgated thereunder. If the board approves the application, the commissioner shall so notify the Secretary of State with a certificate of approval, accompanied by the original of the certificate of incorporation and the two (2) copies. Upon receipt of the certificate of approval, the original of the certificate of incorporation, and the two (2) copies, the Secretary of State shall, upon the payment by the newly chartered savings bank of the appropriate organization tax and fees, file the certificate of incorporation. He shall certify under his official seal the two (2) copies of the certificate of incorporation, one (1) of which shall be forwarded to the incorporators or their representative, the other shall be forwarded to the office of the commissioner for filing. Upon the recordation of the certificate of incorporation by the Secretary of State, the savings bank shall be a body politic and corporate under the name stated in such certificate, and shall be authorized to begin the savings bank business when duly licensed by the commissioner. The said certificate of incorporation, or a copy thereof, duly certified by the Secretary of State, or by the register of deeds of the county where the savings bank is located, or by the commissioner, under their respective seals, shall be evidence in all courts, and shall, in all judicial proceedings, be deemed prima facie evidence of the complete organization and incorporation of the savings bank purporting thereby to have been established. After approval of the application, the commissioner shall supervise and monitor the organization process. He shall ensure that sufficient pledges for deposit accounts or subscriptions for capital stock, as well as insurance of deposit accounts, have been secured by the organizers.

Miss. Code Ann. § 81-14-69 Appeal.

The final decision of the board may be appealed by an applicant for a charter in accordance with Section 81-14-175.

Miss. Code Ann. § 81-14-71 Insurance of accounts required.

All state savings banks must obtain and maintain insurance on all members’ and customers’ deposit accounts from an insurance corporation created by an act of Congress. Prior to the licensing of a savings bank, a certificate of incorporation duly recorded under the provisions of Section 81-19-67(3) shall be deemed to be sufficient certification to the insurance corporation that must be obtained within the time limit prescribed hereinafter. Subject to the rules and regulations of the commissioner, a state savings bank may obtain or participate in efforts to obtain insurance of deposits that is in excess of the amount eligible for federal insurance of accounts. Such insurance shall be known as “excess insurance.”

Miss. Code Ann. § 81-14-73 Status as IRS qualified thrift institution.

All state savings banks must qualify for and maintain eligibility for the bad debt reserve under Section 7701(a)(19) of the Internal Revenue Code of 1968 and any amendments thereto.

Miss. Code Ann. § 81-14-75 Time allowed to commence business.

A newly chartered savings bank shall commence business within one (1) year after the date upon which its corporate existence was begun. A savings bank which does not commence business within such time shall forfeit its corporate existence, unless the commissioner, upon written request from the savings bank, approves an extension of time before the expiration of such one-year period. If the corporate existence is forfeited, the certificate of incorporation shall expire and any action taken in connection with the incorporation and chartering of the savings bank, with the exception of fees paid to the department, shall become null and void. The commissioner shall determine if a savings bank has failed to commence business within one (1) year, without extension as provided in this section, and shall notify the Secretary of State and the registrar of deeds in the county in which the savings bank is located that the certificate of incorporation has expired.

Miss. Code Ann. § 81-14-77 Licensing.

A newly chartered savings bank shall be entitled to a license fee to operate upon payment to the department of the appropriate license fee as prescribed by the commissioner and upon evidence presented to the commissioner of the following: Capable, efficient and equitable management; Organization of the savings bank pursuant to law; Completion of the organization of the savings bank; and Passage of final inspection by the commissioner or his representative.

Miss. Code Ann. § 81-14-79 Amendments to certificate of incorporation.

Any amendment to the certificate of incorporation of a state savings bank shall be made at any annual or special meeting of such savings bank upon approval by a majority of votes or shares cast by members or stockholders present in person or by proxy at such meeting. Any amendment shall be certified by the appropriate corporate official, submitted to the commissioner for his approval or rejection, and if approved, then certified by the commissioner and recorded as provided in Section 81-14-67 for certificates of incorporation.

Miss. Code Ann. § 81-14-81 List of stockholders to be maintained.

Every stock savings bank organized and operated under the provisions of this chapter shall at all times keep a current list of the names of all its stockholders. Whenever called upon by the commissioner, a stock savings bank shall file in the office of the commissioner a correct list of all its stockholders, the resident address of each, the number of shares of stock held by each, and the dates of issue.

Miss. Code Ann. § 81-14-83 Branch offices.

Any state savings bank may apply to the commissioner for permission to establish a branch office. The application shall be in such form as may be prescribed by the commissioner and shall be approved or denied by the commissioner within one hundred twenty (120) days of filing. The commissioner shall approve a branch application when all of the following criteria are met: The applicant has gross assets of at least Ten Million Dollars ($10,000,000.00); The applicant has evidenced financial responsibility; The applicant has a net worth equal to or exceeding the amount required by the insurer of deposit accounts; The applicant has an acceptable internal control system. Such a system would include certain basic internal control requirements essential to the protection of assets and the promotion of operational efficiency regardless of the size of the applicant. Upon receipt of a branch application, the commissioner shall examine all the relevant facts connected with the establishment of the proposed branch office. If it appears to the satisfaction of the commissioner that the applicant has complied with all the requirements set forth in this section and the regulations for the establishment of a branch office, and that the savings bank is otherwise lawfully entitled to establish such branch office, then the commissioner shall approve the branch application. Within ten (10) days after the filing of the branch application with the commissioner, the applicant shall publish a notice in a newspaper of general circulation in the area to be served by the proposed branch office. Such notice shall contain: A statement that the branch application has been filed with the commissioner; The proposed address of the branch office, including city or town and street; and A statement that any interested party may file a written statement with the commissioner, within thirty (30) days of the date of the publication of the notice, protesting the establishment of the proposed branch office and requesting a hearing before the commissioner. Any interested party may file a written statement with the commissioner within thirty (30) days of the date of initial publication of the branch application notice, protesting the establishment of the proposed branch office and requesting a hearing before the commissioner. If a hearing is held on the branch application, the commissioner shall only receive information and hear testimony from the applicant and from any interested party which is relevant to the branch application and the operation of the proposed branch office. The commissioner shall issue his final decision on the branch application within thirty (30) days following the hearing. If a hearing is not held on the branch application, the commissioner shall issue his final decision within one hundred twenty (120) days of the filing of the application.

Miss. Code Ann. § 81-14-85 Request to change location of branch or principal office.

The board of directors of a state savings bank may change the location of a branch office or the principal office of the savings bank with the prior written approval of the commissioner. The commissioner may request, and the savings bank shall provide, such information as the commissioner determines necessary to evaluate the request.

Miss. Code Ann. § 81-14-87 Approval revoked; branch office.

The commissioner may, for good cause and after a hearing, order the closing of a branch office. Such order shall be made in writing to the savings bank and shall fix a reasonable time to close the branch office.

Miss. Code Ann. § 81-14-89 Branch offices closed.

No branch office in this state may be discontinued or abandoned without the consent in writing of the commissioner first obtained.

Miss. Code Ann. § 81-14-91 Loan production office.

A state savings bank may open or close a loan production office with the prior written approval of the commissioner. The commissioner may request, and the savings bank shall provide, such information as the commissioner determines necessary to evaluate the request.

Miss. Code Ann. § 81-14-101 Conversion to savings bank.

Any state or federal thrift institution or state or national bank may apply for conversion into a state-chartered savings bank upon the affirmative vote of fifty-one percent (51%) or more of the total number of votes of the members eligible to be cast or an affirmative vote of sixty-six and two-thirds percent (66-2/3%) or more of all the issued and outstanding stock of such institution, at an annual meeting or at any special meeting of the members or stockholders called to consider such action. Upon such affirmative vote, the institution may apply for a certificate of authority by filing with the commissioner a certificate signed by its president or cashier and secretary 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 institution shall also file with the commissioner the plan of conversion and the proposed amendments to its articles of incorporation or articles of association as approved by the members or stockholders for the operation of the institution as a state-chartered savings 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.

Miss. Code Ann. § 81-14-103 Conversion from state to federal charter.

Any state savings bank, stock or mutual, organized and operated under the provisions of this chapter, may convert to a federal charter in accordance with the provisions of the laws and regulations of the United States and with the same force and effect as though originally incorporated under such laws. The procedure to convert shall be as follows: The savings bank shall submit a plan of conversion to the commissioner, and he may approve the plan, with or without amendment, or reject the plan. If he approves, the plan shall be submitted to the members or stockholders as hereinafter provided. If the commissioner rejects the plan, he shall state his objections in writing and give the converting savings bank an opportunity to amend the plan. A meeting of the members or stockholders shall be held after fifteen (15) days’ notice to each member or stockholder. The board of directors may provide notice of the meeting to each member or stockholder either by mail, postage prepaid, or by publication of notice, once a week for two (2) weeks preceding such meeting, in a newspaper of general circulation in the county where such savings bank has its principal office. The notice may contain the following statement: “The purpose of this meeting is to consider the conversion of this state-chartered savings bank to a federal charter, pursuant to the laws of the United States.” An appropriate officer of the savings bank shall make proof by affidavit at such meeting of due service of the notice for such meeting. At the meeting of the members or stockholders of such savings bank, such members or stockholders may by affirmative vote of a majority of votes or shares present, in person or by proxy, resolve to convert said savings bank to a federal charter. A certified copy of the minutes from such meeting shall be filed in the office of the commissioner and shall be prima facie evidence of the holding of the meeting. Within a reasonable time after the receipt of a certified copy of the minutes, the commissioner shall either approve or reject the proceedings of the meeting for compliance with the procedure set forth in this section. If the commissioner approves the proceedings, he shall issue a certificate of his approval of conversion. Such certificate shall be recorded by the savings bank in the office of the Secretary of State. If the commissioner rejects the proceedings, he shall provide a written explanation of his disapproval and notify the savings bank of his disapproval. The savings bank shall file an application, in the manner prescribed or authorized by the laws and regulations of the United States, to consummate the conversion to a federal charter. A copy of the charter or authorization issued to the savings bank by the appropriate federal regulatory authority shall be filed with the commissioner. Upon filing with the commissioner, the savings bank shall cease to be a state savings bank and shall be a federal depository institution. Whenever any savings bank shall convert to a federal charter, it shall cease to be a savings bank under the laws of this state; provided, however, that its corporate existence shall be extended for the purpose of prosecuting or defending suits, enabling such savings bank to close its business affairs as a state savings bank, and disposing of and conveying its property. At the time when such conversion becomes effective, all the property of the state savings bank, including all its rights, title and interest in and to all property of whatever kind, and every right, privilege, interest and asset of any conceivable value or benefit then existing, belonging or pertaining to it, or which would inure to it, shall immediately by act of law and without any conveyance or transfer, and without any further act or deed, be vested in and become the property of the federal depository institution which shall have, hold and enjoy such property in its own right as fully as such property was possessed, held and enjoyed by the savings bank; and the federal depository institution as of the effective time of such conversion shall succeed to all the rights, obligations and relations of the state savings bank.

Miss. Code Ann. § 81-14-105 Simultaneous charter and ownership conversion.

In the event of a state charter to federal charter conversion, when the form of ownership will also simultaneously be changed from stock to mutual, or from mutual to stock, the conversion shall proceed initially as if it involves only a charter conversion under Section 81-14-103. After the savings bank becomes a federal depository institution, then the federal regulatory authority shall govern the continuing conversion of the form of ownership of such newly converted depository institution. In the event of a federal charter to state charter conversion, when the form of ownership will also simultaneously be changed from stock to mutual or from mutual to stock, the conversion shall proceed initially as if it involves only a charter conversion under Section 81-14-101. After the federal depository institution becomes a state savings bank, the provisions of Section 81-14-107 or Section 81-14-109 shall govern the continuing conversion of the form of ownership of such newly converted savings bank. The provisions of this section shall not apply to any simultaneous charter and ownership conversion accomplished in conjunction with a merger under the provisions of Section 81-14-117.

Miss. Code Ann. § 81-14-107 Conversion of mutual to stock savings bank.

Any mutual savings bank may convert from mutual to the stock form of ownership as provided in this section. A mutual savings bank may apply to the commissioner for permission to convert to a stock savings bank and for certification of appropriate amendments to the savings bank’s certificate of incorporation. Upon receipt of an application to convert from mutual to stock form, the commissioner shall examine all facts connected with the requested conversion. The expenses and cost of such examination, monitoring and supervision shall be paid by the savings bank applying for permission to convert. The savings bank shall submit a plan of conversion as a part of the application to the commissioner. The commissioner may approve it with or without amendment, if it appears that: After conversion the savings bank will be in sound financial condition and will be soundly managed; The conversion will not impair the capital of the savings bank nor adversely affect the savings bank’s operations; The conversion will be fair and equitable to the members of the savings bank and no person whether member, employee or otherwise, will receive any inequitable gain or advantage by reason of the conversion; The savings bank services provided to the public by the savings bank will not be adversely affected by the conversion; The substance of the plan has been approved by a vote of two-thirds (2/3) of the board of directors of the savings bank; All shares of stock issued in connection with the conversion are offered first to the members of the savings bank; All stock shall be offered to members of the savings bank and others in prescribed amounts and otherwise pursuant to a formula and procedure which is fair and equitable and will be fairly disclosed to all interested persons; The plan provides a statement as to whether stockholders shall have preemptive rights to acquire additional or treasury shares of the savings bank. If the commissioner approves the plan, then the plan shall be submitted to the members as hereinafter provided. If he refuses to approve the plan, the commissioner shall state his objections in writing and give the converting savings bank an opportunity to amend the plan to obviate such objections. After lawful notice to the members of the savings bank and full and fair disclosure, the plan must be approved by a majority of the total votes which members of the savings bank are eligible and entitled to cast. Such a vote by the members may be in person or by proxy. Following the vote of the members, the results of the vote certified by an appropriate officer of the savings bank shall be filed by the commissioner. The commissioner shall then either approve or disapprove the requested conversion. After approval of the conversion, the commissioner shall supervise and monitor the conversion process and he shall ensure that the conversion is conducted pursuant to law and the savings bank’s approved plan of conversion. The commissioner may promulgate such rules and regulations as may be necessary to govern conversions; however, such rules and regulations as may be promulgated by the commissioner shall be equal to or exceed the requirements for conversion, if any, imposed by the federal insurer of deposit accounts.

Miss. Code Ann. § 81-14-109 Conversion of stock savings bank to mutual savings bank.

Any stock savings bank organized and operating under the provisions of this chapter may, subject to the approval of the commissioner, convert to a mutual savings bank under the provisions of this section. The commissioner may promulgate rules and regulations governing the conversion of stock savings banks to mutual savings banks. Such rules and regulations shall include, but shall not be limited to requirements that: The conversion neither impair the capital of the converting savings bank nor adversely affect its operations; The conversion shall be fair and equitable to all stockholders of the converting savings bank; The public shall not be adversely affected by the conversion; Conversion of a savings bank shall be accomplished only pursuant to a plan approved by the commissioner. Such plan must have been approved by an affirmative vote of two-thirds (2/3) of the members of the board of directors of the converting savings bank, after a full and fair disclosure to the stockholders, and by an affirmative vote of a majority of the votes which stockholders of the savings bank are entitled to cast; The plan of conversion provides that: Deposit accounts will be issued in connection with the conversion to the stockholders of the converting savings bank; A uniform date will be fixed for the determination of the stockholders to whom, and the amount to each stockholder of which, deposit accounts shall be made available; Deposit accounts made available to stockholders will be based upon a fair and equitable formula approved by the commissioner and fully and fairly disclosed to the stockholders of the converting savings bank.

Miss. Code Ann. § 81-14-111 Merger of like savings banks.

Any two (2) or more mutual savings banks, or any two (2) or more stock savings banks, organized and operating, may merge or consolidate into a single savings bank. The procedure to merge shall be as follows: The directors, or a majority of them, of such savings banks may, at separate meetings, enter into a written agreement of merger. Such agreement shall be signed by the majority of the directors under the corporate seals of the respective savings banks and shall specify each savings bank to be merged and the savings bank which is to receive into itself the merging savings bank or banks. Such agreement shall prescribe the terms and conditions of the merger and the mode of carrying it into effect. The merger agreement may provide such other provisions with respect to the merger as appear necessary or desirable, or as the commissioner may require to enable him to discharge his duties with respect to such merger. A meeting of the members or stockholders of each of the savings banks shall be held separately upon written notice of not less than fifteen (15) days to members or stockholders of each savings bank. The notice shall specify the time, place and purpose for the meeting. Notice shall be made by personal service or postage prepaid mail to the last address of each member or stockholder appearing upon the records of the savings bank, or by publication of notice, at least once a week for two (2) weeks preceding the meeting, in one or more newspapers of general circulation in the county or counties where each savings bank has its principal or a branch office, or in a newspaper of general circulation in an adjoining county if none is available in the county. An appropriate officer of the savings bank shall make proof by affidavit at such meeting of the due service of the notice for such meeting. At separate meetings of the members or stockholders of the respective savings banks, the members or stockholders may adopt, by an affirmative vote of a majority of the votes or shares present, in person or by proxy, a resolution to merge into a single savings bank upon the terms of the merger agreement as agreed upon by the directors of the respective savings banks and as approved by the commissioner. Upon the adoption of the resolution, a copy of the minutes of the proceedings of the meetings of the members or stockholders of the respective savings banks certified by an appropriate officer of the merging savings banks shall be filed in the office of the commissioner. Within fifteen (15) days after the receipt of a certified copy of the minutes of such meeting the commissioner shall either approve or disapprove the proceedings for compliance with this section. If the proceedings are approved by him, he shall issue a certificate of his approval of the merger. The certificate shall be filed and recorded in the office of the Secretary of State. When the certificate is so filed, the merger agreement shall take effect according to its terms and shall be binding upon all the members or stockholders of the merging savings banks, and it shall be deemed to be the act of merger of such constituent savings banks under the laws of this state. The certificate or certified copy thereof shall be evidence of the agreement and act of merger of such constituent savings banks under the laws of this state and the observance and performance of all acts and conditions necessary to have been observed and performed precedent to such merger. Within sixty (60) days after its receipt from the Secretary of State, the certified copy of the certificate shall be filed with the registrar of deeds of the county or counties in which the respective savings banks so merged have recorded their original certificates of incorporation. Failure to file shall subject the savings bank to a penalty of One Hundred Dollars ($100.00) to be collected by the Secretary of State. If the commissioner disapproves the proceedings, he shall issue a written statement of the reasons for his disapproval and notify the savings bank to that effect. Upon the merger of any savings bank: Its corporate existence shall be merged into that of the receiving savings bank; and all its right, title, interest in and to all property of whatsoever kind, and every right, privilege, interest or asset of any conceivable value or benefit then existing belonging or pertaining to it, or which would inure to it under an unmerged existence, shall immediately by act of law and without any conveyance or transfer, and without any further act or deed, be vested in and become the property of such receiving savings bank which shall have, hold and enjoy such property in its own right as fully as if such property were possessed, held or enjoyed by the savings banks so merged; and such receiving savings bank shall absorb fully and completely the savings bank or banks so merged. Its rights, liabilities, obligations and relations to any person shall remain unchanged and the savings bank into which it has been merged shall succeed to all the relations, obligations and liabilities as though it had assumed or incurred the same. No obligation or liability of a member, customer or stockholder in a savings bank shall be affected by the merger, but obligations and liabilities shall continue as they existed before the merger, unless otherwise provided in the merger agreement. A pending action or other judicial proceeding to which any merging savings bank is a party shall not be deemed to have abated or to have discontinued by reason of the merger, but may be prosecuted to final judgment, order or decree as if the merger had not occurred; or the receiving savings bank may be substituted as a party to such action or proceeding, and any judgment, order or decree may be rendered for or against the receiving savings bank as if the merger had not occurred. Notwithstanding any other provision of this section, the commissioner may waive any of the foregoing requirements upon finding that such waiver would be in the best interest of the members or stockholders of the merging savings banks.

Miss. Code Ann. § 81-14-113 Merger of savings banks where ownership is converted.

Any two (2) or more state mutual savings banks may merge to form a single state stock savings bank in separate merger-conversion proceedings or in simultaneous merger-conversion proceedings. Any two (2) or more state stock savings banks may merge to form a single state mutual savings bank in separate merger-conversion proceedings or in simultaneous merger-conversion proceedings. The commissioner may promulgate rules and regulations to facilitate the transition from two (2) or more savings banks to a single savings bank under a new form of ownership.

Miss. Code Ann. § 81-14-115 Merger of mutual and stock savings banks.

Any two (2) or more savings banks, when one or more is mutually owned and one or more is stock owned, may merge to form either a mutual or stock savings bank in separate conversion-merger proceedings and in simultaneous conversion-merger proceedings. The commissioner may promulgate rules and regulations to facilitate the merger of mutual and stock savings banks.

Miss. Code Ann. § 81-14-117 Simultaneous merger and conversion.

Any combination of associations and state savings banks may merge to form either an association or state savings bank. The commissioner shall promulgate rules and regulations to facilitate the merger of associations and state savings banks.

Miss. Code Ann. § 81-14-119 Merger of federal charters with state savings banks.

Any two (2) or more depository institutions, when one or more is a state savings bank and one or more is a federal depository institution operating in Mississippi, may merge under either a state savings bank charter or a federal charter. The commissioner shall promulgate rules and regulations to facilitate the merger of federal depository institutions and state savings banks.

Miss. Code Ann. § 81-14-121 Voluntary dissolution by stockholders or members.

At any annual or special meeting called for such purpose, a savings bank may, by an affirmative vote in person or by proxy of at least two-thirds (2/3) of the total number of shares or votes which all members or stockholders of the association are entitled to cast, resolve to dissolve and liquidate the savings bank and adopt a plan of voluntary dissolution. Upon adoption of such resolution and plan of voluntary dissolution, the members or stockholders shall proceed to elect not more than three (3) liquidators who shall post bond as required by the commissioner. The liquidators shall have full power to execute the plan. The procedure thereafter shall be as follows: A copy of the resolution certified by an appropriate officer of the savings bank, the minutes of the meeting of members or stockholders, the plan of liquidation and an itemized statement of the savings bank’s assets and liabilities sworn to by a majority of its board of directors, shall be filed with the commissioner. The minutes of the meeting of members or stockholders shall be certified by an appropriate officer of the institution and shall set forth the notice given and the time of mailing thereof, the vote on the resolution and the total number of shares or votes which all members of the savings bank were entitled to cast thereon, and the names of the liquidators elected. If the commissioner finds that the proceedings are in accordance with the provisions of this chapter and that the plan of liquidation is not reasonably unfair to any person affected, he shall attach his certificate of approval to the plan and shall forward one (1) copy to the liquidators and one (1) copy to the savings bank’s federal deposit account insurance corporation. Once the commissioner has approved the resolution and the plan of liquidation, it shall thereafter be unlawful for such savings bank to accept any additional deposit accounts or additions to deposit accounts or make any additional loans. All of the income and receipts in excess of actual expenses of liquidation of the savings bank shall be applied to the discharge of its liabilities. The liquidator or liquidators so appointed shall be paid a reasonable compensation by the liquidating savings bank subject to the approval of the commissioner. The plan shall become effective upon the recording of the commissioner’s certificate of approval in the manner required by this chapter for the recording of the certificate of incorporation. The liquidation of the savings bank shall be subject to the supervision and examination of the commissioner.

Miss. Code Ann. § 81-14-123 Rules, regulations and reports of voluntary dissolution.

The commissioner shall promulgate rules and regulations governing the dissolution and liquidation of state savings banks. Upon completion of liquidation, the liquidators shall file with the commissioner a final report and accounting of the liquidation. The approval of the report by the commissioner shall operate as a complete and final discharge of the liquidators, the board of directors and each member or stockholder in connection with the liquidation of the savings bank. Upon approval of the report, the commissioner shall issue a certificate of dissolution of the savings bank and shall record such certificate in the manner required by this chapter for the recording of certificates of incorporation. Upon such recording, the dissolution shall be effective.

Miss. Code Ann. § 81-14-125 Stock dividends.

No savings bank shall declare or pay any dividend upon its common stock unless such savings bank has received written approval by the Commissioner of Banking and Consumer Finance. Directors declaring a dividend in violation of the provisions of this section shall be personally liable to the full amount of the dividend so declared and it shall be the duty of the commissioner, upon discovering the payment of any such dividend, to forthwith make demand upon the directors that the same be restored to the savings bank, and upon their failure so to do he shall cause suit to be brought against them in the chancery court of the county in which the savings bank is located, either in his name or in the name of the savings bank, to recover the same for the benefit of the savings bank.

Miss. Code Ann. § 81-14-127 Supervisory mergers, consolidations, conversions and combination mergers and conversions.

Notwithstanding any other provision of this chapter, in order to protect the public, the commissioner, upon making a finding that a state savings bank is unable to operate in a safe and sound manner, may authorize or require a short form merger and conversion of the state savings bank, or any other transaction, as to which the finding is made. The commissioner shall promulgate rules and regulations to govern mergers, consolidations, conversions, combination mergers and conversions and other supervisory action authorized by this section.

Miss. Code Ann. § 81-14-129 Interim savings banks.

Article 2 of this chapter shall not apply to applications for permission to organize an interim state savings bank so long as the application is approved by the commissioner. Preliminary approval of an application for permission to organize an interim state savings bank shall be conditional upon the commissioner’s approval of an application to merge the interim savings bank and an existing stock savings bank or on the commissioner’s approval of any other transaction. The commissioner shall promulgate rules and regulations to govern the formation of interim savings banks authorized by this section.

Miss. Code Ann. § 81-14-151 Supervision.

The commissioner is empowered and directed to perform the duties and exercise the powers as to savings banks organized or operated under this chapter, except as otherwise provided herein.

Miss. Code Ann. § 81-14-153 Power of commissioner to promulgate rules and regulations; reproduction of records.

The commissioner shall have the authority to promulgate rules, instructions and regulations necessary to the discharge of his duties and powers for the supervision and regulation of savings banks and for the protection of the public investment in savings banks. Without limiting the generality of subsection (1), rules, instructions and regulations may be promulgated with respect to: Reserve requirements; Stock ownership and dividends; Stock transfers; Incorporators, stockholders, directors, officers and employees of a savings bank; Bylaws; The operation of savings banks; Deposit accounts, bonus plans and contracts for savings programs; Loans and loan expenses; Investments; Forms and definitions; Types of financial records to be maintained by savings banks; Retention periods of various financial records; Internal control procedures of savings banks; Conduct and management of savings banks; Chartering and branching; Liquidations; Mergers; Conversions; Reports which may be required by the commissioner; Conflicts of interest; Service corporations; and Holding companies. Any state savings bank may cause any or all of its records in its custody to be reproduced in a format of storage commonly used, whether electronic, imaged, magnetic, microphotographic, or otherwise, and any reproduction so made shall have the same force and effect as the original thereof and be admitted in evidence equally with the original.

Miss. Code Ann. § 81-14-155 Examinations by commissioner; report.

If at any time the commissioner deems it prudent, it shall be his duty to examine and investigate everything relating to the business of a state savings bank, or a holding company thereof, and to appoint a suitable and competent person to make such investigation. The investigator shall file with the commissioner a full report of his finding in such case, including in his report any violation of law, or any unauthorized or unsafe practices of the savings bank, disclosed by his examination. The commissioner shall furnish a copy of such report to the savings bank under investigation and may, upon request, furnish a copy of the report to the insurer of accounts. No savings bank shall willfully delay or willfully obstruct an examination in any fashion. Any person failing to comply with this subsection shall be guilty of a misdemeanor. No person having in his possession or control any books, accounts or papers of any state savings bank shall refuse to exhibit such books, accounts or papers to the commissioner or his agents on demand, or shall knowingly or willingly make any false statement in regard to such books, accounts or papers. Any person failing to comply with this subsection shall be guilty of a misdemeanor.

Miss. Code Ann. § 81-14-157 Supervisory and other fees.

Every state savings bank, including savings banks in the process of voluntary liquidation, or a holding company thereof, shall pay into the office of the commissioner an annual supervisory fee and fees for various activities in the same amounts and in the same manner as charged to savings associations under Section 81-12-193. All funds and revenue collected by the department under the provisions of this section and all other sections of this chapter which authorize the collection of fees and other funds, except for the civil penalties provided in Sections 81-14-203 and 81-14-205, shall be deposited with the State Treasurer to the credit of the department and expended solely to defray expenses incurred by the office of the commissioner in carrying out the supervisory and auditing functions. The civil penalties provided in Sections 81-14-203 and 81-14-205 shall be deposited into the State General Fund, unless such penalty is appealed to a court of competent jurisdiction as provided in Section 81-14-213, in which case such penalty shall then be deposited with the State Treasurer to the credit of the department until such appeal is resolved. If such appeal is resolved in favor of the department, then the commissioner shall notify and direct the State Treasurer to transfer the amount of such fine from the credit of the department to the credit of the State General Fund. Notwithstanding any of the provisions of this section, whenever the commissioner under the provisions of Section 81-14-155 appoints a suitable and competent person, other than a person employed by the commissioner’s office, to make an examination and investigation of the business of a state savings bank, all costs and expenses relative to such examination and investigation shall be paid by such savings bank.

Miss. Code Ann. § 81-14-159 Prolonged audit, examination or revaluation; payments of costs.

If, in the opinion of the commissioner an examination conducted under the provisions of Section 81-14-155 fails to disclose the complete financial condition of a savings bank, he may in order to ascertain its complete financial condition: Make an extended audit or examination of the savings bank, or cause such an audit or examination to be made by an independent auditor; Make an extended revaluation of any of the assets or liabilities of the savings bank, or cause an independent appraiser to make such revaluation. The commissioner shall collect from the savings bank a reasonable sum for actual or necessary expenses of such an audit, examination or revaluation.

Miss. Code Ann. § 81-14-161 Commissioner to have right of access to books and records of savings banks; right to issue subpoenas, administer oaths, examine witnesses.

The commissioner and his agents: Shall have free access to all books and records of a savings bank, or a service corporation or holding company thereof, that relate to its business, and the books and records kept by any officer, agent or employee relating to the business of the savings bank; May subpoena witnesses and administer oaths or affirmations in the examination of any director, officer, agent or employee of a savings bank, or a service corporation or holding company thereof, or of any other person in relation to its affairs, transactions and conditions; May require the production of records, books, papers, contracts and other documents; and May order that improper entries be corrected on the books and records of a savings bank. The commissioner may issue subpoenas duces tecum. If a person fails to comply with a subpoena so issued by the commissioner, or a party or witness refuses to testify on any matters, a court of competent jurisdiction, on the application of the commissioner, shall compel compliance by proceedings for contempt as in the case of disobedience of the requirements of a subpoena issued from such court or a refusal to testify in such court.

Miss. Code Ann. § 81-14-163 Test appraisals of collateral for loans; expense paid.

The commissioner may direct the making of test appraisals of real estate and other collateral securing loans made by savings banks doing business in this state, employ competent appraisers, or prescribe a list from which competent appraisers may be selected, for the making of such appraisals by the commissioner, or any and all other acts incident to the making of such test appraisals. In lieu of such appraisals, the commissioner may accept an appraisal caused to be made by the insurer of accounts. The expense and cost of test appraisals made pursuant to this section shall be defrayed by the savings bank subjected to such test appraisals. Each savings bank doing business in this state shall pay all reasonable costs and expenses of such test appraisals when directed.

Miss. Code Ann. § 81-14-165 Relationship of savings banks with department.

Except as provided by subsection (3) of this section, a savings bank, or any director, officer, employee or representative thereof, shall not grant, directly or indirectly, to the commissioner or to any employee of the department, or to their spouses, any loan or gratuity. Neither the commissioner, nor any employee of the department, shall: Hold an office or position in any state savings bank, or exercise any right to vote on any state savings bank matter by reason of being a member of the savings bank; Be interested, directly or indirectly, in any savings bank organized under the laws of this state; or Undertake any indebtedness as a borrower, directly or indirectly, or act as endorser, surety or guarantor, or sell, or otherwise dispose of, any loan or investment to any savings bank organized under the laws of this state. Notwithstanding subsection (2) of this section, the commissioner, or any employee of the department, may be a deposit account holder, may receive earnings on such account and may receive a loan secured by the deposit account. If the commissioner, or any employee of the department, has any prohibited right or interest in a savings bank, either directly or indirectly, at the time of his appointment, he shall dispose of it within sixty (60) days after the date of his appointment or employment. If the commissioner, or any employee of the department, is indebted as a borrower, directly or indirectly, or is an endorser, surety or guarantor on a note at the time of his appointment or employment, he may continue in such capacity until such loan is paid off. If the commissioner, or any employee of the department, has a loan or other note acquired by a state savings bank through the secondary market, he may continue with the debt until such loan or note is paid off.

Miss. Code Ann. § 81-14-167 Confidential information.

The following records or information of the board, the commissioner, or the agent(s) of either, shall be confidential and shall not be disclosed: Information obtained or compiled in preparation of, or anticipation of, or during an examination, audit or investigation of any institution; Information reflecting the specific collateral given by a named borrower, the specific amount of stock owned by a named stockholder, or specific deposit accounts held by a named member or customer; Information obtained, prepared or compiled during or as a result of an examination, audit or investigation of any savings bank by an agency of the United States, if the records would be confidential under federal law or regulation; Information and reports submitted by savings banks to federal regulatory agencies, if the records or information would be confidential under federal law or regulation; Information and records regarding complaints from the public received by the department which concern savings banks when the complaint could result in an investigation, except to the management of those savings banks; Any other letters, reports, memoranda, recordings, charts or other documents or records which would disclose any information of which disclosure is prohibited in this subsection. A court of competent jurisdiction may order the disclosure of specific information. The information contained in an application shall be deemed to be public information. Disclosure shall not extend to the financial statement of the incorporators nor to any further information deemed by the commissioner to be confidential. Nothing in this section shall prevent the exchange of information relating to savings banks and the business thereof with the representatives of the agencies of this state, other states, or of the United States, or with reserve or insuring agencies for savings banks. The private business and affairs of an individual or company shall not be disclosed by any person employed by the department, any member of the board, or by any person with whom information is exchanged under the authority of this subsection. Any official or employee violating this section shall be liable to any person injured by disclosure of such confidential information for all damages sustained thereby.

Miss. Code Ann. § 81-14-169 Statement filed by savings bank; publishing requirement.

The commissioner shall call upon each state savings bank for the reports required in this section. Such calls shall be made by the commissioner in writing by letter or other similar means of written communications for the same dates and as often as calls are issued by the appropriate federal regulating authority for reports from federal savings banks. The commissioner shall prescribe the forms for such reports. The reports shall be sworn to by either the president, vice president or cashier of the savings bank making them, attested by not less than two (2) of the board of directors, and shall exhibit in detail, under appropriate heads, the total resources and total liabilities of the bank on the day specified by the commissioner. Savings banks shall transmit to the department such call reports within a time limitation established by regulation by the commissioner; however, such time limitation cannot exceed that set by the Federal Deposit Insurance Corporation for state insured savings banks. For any failure or delay in furnishing this report, the president, vice president or cashier of any such savings bank, so in default, and the members of the board of directors of the savings bank refusing to attest the report, shall be subject to an administrative fine, which may be imposed by the commissioner, of Fifty Dollars ($50.00) a day for each day while in such default.

Miss. Code Ann. § 81-14-171 Annual audit requirement.

The commissioner shall require that every state savings bank have its affairs audited at least once a year. The commissioner shall review such audit within a reasonable time after its completion.

Miss. Code Ann. § 81-14-173 Prohibited practices.

Any person who shall engage in any of the following acts shall be guilty of a misdemeanor and, upon conviction thereof, shall be fined or imprisoned, or both, in the discretion of the court: Defamation: Making, publishing, disseminating or circulating any oral, written or printed statement regarding the financial condition of any savings bank which is false. False information and advertising: Making, publishing, disseminating, circulation or otherwise placing before the public in any publication, media, notice, pamphlet, letter, poster, or any other way, an advertisement, announcement or statement containing any assertion representation, or statement with respect to the savings bank business or with respect to any person in the conduct of the savings bank business which is untrue, deceptive or misleading.

Miss. Code Ann. § 81-14-175 Appeal from final rule, regulation or order of commissioner or board.

Unless otherwise provided in this chapter, any interested person aggrieved by any rule, regulation or order of the commissioner and/or the board, as applicable, shall have the right, regardless of the amount involved, to appeal to the Circuit Court of the First Judicial District of Hinds County. However, if the appellant is an applicant for a charter, the appeal shall be taken to the circuit court of the county in which the proposed institution is domiciled; or if the appellant is seeking to establish a branch office, the appeal shall be taken to the circuit court of the county in which the proposed branch is located. Such appeal shall be taken and perfected as hereinafter provided, within thirty (30) days from the date of such final rule, regulation or order. The circuit court may affirm such rule, regulation or order, or remand for further proceedings as justice may require. All such appeals shall be taken and perfected, heard either in termtime or in vacation, and shall be heard and disposed of promptly by the court as a preference cause. In perfecting any appeal provided by this section, the provisions of law respecting notice to the reporter and the allowance of bills of exception, now or hereafter in force, and those provisions respecting appeals from the circuit court to supreme court shall be applicable. However, the reporter shall transcribe his notes and file the transcript of the record with the commissioner or board within thirty (30) days after approval of the appeal bond. Upon the filing with the commissioner or board of a petition for appeal to the circuit court, it shall be the duty of the commissioner or board, within sixty (60) days after approval of the appeal bond to file with the clerk of the circuit court to which the appeal is taken a copy of the petition for appeal, the rule, regulation or order appealed from, and the original and one (1) copy of the transcript of the record of proceedings in evidence before the commissioner or board. After the filing of such petition, the appeal shall be perfected by filing of bond in the sum of Five Hundred Dollars ($500.00) with two (2) sufficient sureties, or with a surety company qualified to do business in Mississippi as the surety, conditioned to pay the cost of such appeal. Such bond shall be approved by the commissioner or by the clerk of the court to which such appeal is taken. The perfection of an appeal shall not stay or suspend the operation of any rule, regulation or order of the commissioner or board, but the judge of such circuit court may award a writ of supersedeas to any rule, regulation or order of the commissioner or board after five (5) days’ notice to the commissioner or board. Any order or judgment staying the operation of any rule, regulation or order of the commissioner or board shall contain a specific finding, based upon evidence submitted to the circuit judge and identified by reference thereto, that irreparable damage would result t o the appellant if he is denied relief. Such stay shall not become effective until a supersedeas bond shall have been executed and filed with and approved by the clerk of the court payable to the state. The bond shall be in an amount fixed by the circuit judge and conditioned as said circuit judge may direct.

Miss. Code Ann. § 81-14-177 Credit allowed for savings banks; commissioner discretion.

In all examinations no savings bank shall be allowed credit in excess of its sound value for a note or security of which the principal and interest is over twelve (12) months past due; nor for any bond in excess of the real value thereof; nor for any stock of its own held more than twelve (12) months; nor for any unsecured overdrafts that may have existed for a greater period than thirty (30) days next preceding it, except that the period shall be ninety (90) days for unsecured overdrafts upon which interest is being charged if the savings bank has a written policy authorizing such overdrafts for not more than ninety (90) days. Only such overdrafts shall be considered as secure as are advanced against products or actual existing values evidenced by warehouse receipts or bills of lading, against bills of exchange drawn in good faith against actual existing values, or against funds on deposit by the depositor whose account is overdrawn, and who has pledged those funds as security for such overdraft, and in making up the statement of the condition of such savings bank any such item shall be charged off (but if desired a note shall be appended giving details thereof). But the discretion of the commissioner or examiner may be exercised in cases of estates in litigation or administration, and in pending suits, if the security affected thereby is ample, in the opinion of the commissioner or examiner making such examination.

Miss. Code Ann. § 81-14-179 Commissioner to provide copy of call reports; failure or refusal; misdemeanor.

A copy of the call reports of any savings bank shall be furnished to any person or corporation requesting the same for a reasonable fee prescribed by the commissioner, which shall be collected by the commissioner and shall be paid into the department maintenance fund. If the commissioner fails or refuses to furnish copies of the report when so requested and tendered the proper fee; or if he fails to account for any such fees received by him; or if any person other than the commissioner, deputy commissioner, an examiner, or assistant furnishes any copy of such savings bank report to anyone, whether for a consideration or without consideration, such person shall be guilty of a misdemeanor and shall be fined not less than Fifty Dollars ($50.00) or be imprisoned not more than one (1) month in the county jail, or both. However, this section shall not be construed to prevent any officer of the savings bank from furnishing to anyone a statement of such savings bank.

Miss. Code Ann. § 81-14-201 Cease and desist orders.

If any person or savings bank is engaging in, or has engaged in, or is about to engage in, any unsafe or unsound practice, or unfair and discriminatory practice, in conducting the savings bank’s business, or violation of any other law, rule, regulation, order or condition imposed in writing by the commissioner, the commissioner may issue a notice of charges to such person or institution. A notice of charges shall specify the acts alleged to sustain a cease and desist order, and state the time and place at which a hearing shall be held. A hearing before the commissioner on the charges shall be held no earlier than seven (7) days, and no later than fifteen (15) days, after issuance of the notice. The charged institution is entitled to a further extension of seven (7) days upon filing a request with the commissioner. The commissioner may also issue a notice of charges if he has reasonable grounds to believe that any person or savings bank is about to engage in any unsafe or unsound business practice, or any violation of this chapter, or any other law, rule, regulation or order. If, by a preponderance of the evidence, it is shown that any person or savings bank is engaged in, or has been engaged in, or is about to engage in, any unsafe or unsound business practice, or unfair and discriminatory practice or any violation of this chapter, or any other law, rule, regulation or order, a cease and desist order shall be issued which shall be permanently binding upon the person or institution until terminated by the commissioner. If any person or state savings bank is engaging in, has engaged in, or is about to engage in any unsafe or unsound practice, or unfair and discriminatory practice, in conducting the savings bank’s business, or any violation of the act or of any other law, rules, regulation, order or condition imposed in writing by the commissioner, and the commissioner has determined that immediate corrective action is required, the commissioner may issue a temporary cease and desist order without prior notice. A temporary cease and desist order shall be effective immediately upon issuance for a period of fifteen (15) days, and may be extended once for a period of fifteen (15) days. Such an order shall state its duration on its face and the words “Temporary Cease and Desist Order.” A hearing before the commissioner shall be held within the time that the order remains effective, at which time a temporary order may be dissolved or made permanent.

Miss. Code Ann. § 81-14-203 Civil penalties; state savings banks.

Except as otherwise provided in this article, any savings bank which is found to have violated any provision of this article may be ordered to pay a civil penalty not to exceed Twenty Thousand Dollars ($20,000.00). Any savings bank which is found to have violated or failed to comply with any cease and desist order issued under the authority of this article may be ordered to pay a civil penalty not to exceed Twenty Thousand Dollars ($20,000.00) for each day that the violation or failure to comply continues. To enforce the provisions of this section, the commissioner is authorized to assess such penalty and to appear in a court of competent jurisdiction and to move the court to order payment of the penalty. Prior to the assessment of the penalty, a hearing shall be held by the commissioner. Nothing in this section shall prevent anyone damaged by a state savings bank from bringing a separate cause of action in a court of competent jurisdiction.

Miss. Code Ann. § 81-14-205 Civil penalties; directors, officers and employees.

Any person, whether a director, officer or employee, who is found to have violated any provision of this article, whether willfully, or as a result of gross negligence, gross incompetency or recklessness, may be ordered to pay a civil penalty not to exceed Five Thousand Dollars ($5,000.00) per violation. Any person who is found to have violated or failed to comply with any cease and desist order issued under the authority of this article may be ordered to pay a civil penalty not to exceed Five Thousand Dollars ($5,000.00) per violation for each day that the violation or failure to comply continues. To enforce the provisions of this section, the commissioner is authorized to assess such penalty, to appear in a court of competent jurisdiction and to move the court to order payment of the penalty. Prior to the assessment of the penalty, a hearing shall be held by the commissioner. Nothing in this section shall prevent anyone damaged by a director, officer or employee of a state savings bank from bringing a separate cause of action in a court of competent jurisdiction.

Miss. Code Ann. § 81-14-207 Supervisory control.

Whenever the commissioner determines that a solvent savings bank is conducting its business in an unsafe or unsound manner, or in any fashion which threatens the financial integrity or sound operation of the savings bank, the commissioner may serve a notice of charges on the savings bank, requiring it to show why it should not be placed under supervisory control. Such notice of charges shall specify the grounds for supervisory control, and set the time and place for a hearing. A hearing before the commissioner pursuant to such notice shall be held within fifteen (15) days after issuance of the notice of charges. If, after the hearing provided above, the commissioner determines that supervisory control of the savings bank is necessary to protect the savings bank’s members, customers, stockholders or creditors, or the general public, the commissioner shall issue an order taking supervisory control of the savings bank. If the order taking supervisory control becomes final, the commissioner may appoint an agent to supervise and monitor the operations of the savings bank during the period of supervisory control. During the period of supervisory control, the savings bank shall act in accordance with such instructions as may be given by the commissioner, directly or through his supervisory agent, and shall not fail to act, except when to do so would violate an outstanding cease and desist order. Within one hundred eighty (180) days of the date the order taking supervisory control becomes final, the commissioner shall issue an order approving a plan for the termination of supervisory control. The plan may provide for: The issuance by the savings bank of capital stock; The appointment of one or more officers and/or directors; The reorganization, merger or consolidation of the savings bank; The dissolution and liquidation of the savings bank; Other such measures as determined by the commissioner. The order approving the plan shall not take effect until thirty (30) days after issuance during which time period an appeal may be filed in accordance with the provisions of Section 81-14-175. All costs of this proceeding shall be paid by the savings bank. For the purpose of this section, an order shall be deemed final if: No appeal is filed within the specific time allowed for the appeal; or All judicial appeals are exhausted. If a savings bank is insolvent, the provisions of Section 81-14-211 shall apply.

Miss. Code Ann. § 81-14-209 Removal of directors, officers and employees.

If, in the commissioner’s opinion, any director, officer or employee of any savings bank has participated in, or consented to, any violation of this chapter, or any other law, rule, regulation or order, or any unsafe or unsound business practice in the operation of any savings bank, or any insider loan not specifically authorized by or pursuant to this chapter, or any repeated violation of, or failure to comply with, any savings bank’s bylaws, the commissioner may serve a written notice of charges upon such director, officer or employee and the savings bank, stating his intent to remove such director, officer or employee. Such notice shall specify the alleged conduct of such director, officer or employee and shall state the place for a hearing before the commissioner. A hearing shall be held no earlier than fifteen (15) days, but no later than thirty (30) days, after the notice of charges is served. If, after the hearing, the commissioner determines that the charges asserted have been proven by a preponderance of the evidence, the commissioner may issue an order removing the director, officer or employee in question. Such an order shall be effective upon issuance and may include the entire board of directors or all of the officers of the savings bank. If it is determined that any director, officer or employee of any savings bank has knowingly participated in, or consented to, any violation of this chapter, or any other law, rule, regulation or order, or engaged in any unsafe or unsound business practice in the operation of any savings bank, or any repeated violation of, or failure to comply with, any savings bank’s bylaws, and that as a result, a situation exists requiring immediate corrective action, the commissioner may issue an order temporarily removing such person or persons pending a hearing. Such an order shall state its duration on its face and the words “Temporary Order of Removal” and shall be effective upon issuance for a period of fifteen (15) days. Such order may be extended once for a period of fifteen (15) days. A hearing must be held within ten (10) days of the expiration of a temporary order, or any extension thereof, at which time a temporary order may be dissolved or converted to a permanent order. Any removal pursuant to subsection (1) or (2) of this section shall be effective in all respects as if such removal has been made by the board of directors and the members or stockholders of the savings bank in question. Without the prior written approval of the commissioner, no director, officer or employee permanently removed pursuant to this section shall be eligible to be elected, reelected or appointed to any position as a director, officer or employee of that savings bank, nor shall such director, officer or employee be eligible to be elected to or retain a position as a director, officer or employee of any other state savings bank.

Miss. Code Ann. § 81-14-211 Involuntary liquidation.

The commissioner may take custody of the books, records and assets of every kind of any savings bank organized and operated under the provisions of this chapter for any of the purposes hereinafter enumerated if it reasonably appears from examinations or from reports made to the commissioner that: The directors, officers or liquidators have neglected, failed or refused to take such action which the commissioner may deem necessary for the protection of the savings bank, or have impeded or obstructed an examination; or The net worth of the savings bank is impaired to the extent that the realizable value of its assets is insufficient to pay in full its creditors and holders of deposit accounts; or The business of the savings bank is being conducted in a fraudulent, illegal or unsafe manner, or that the savings bank is in an unsafe or unsound condition to transact business; (any savings bank which, except as authorized in writing by the commissioner, fails to make full payment of any withdrawal when due is in an unsafe or unsound condition to transact business, notwithstanding such provisions of the certificate of incorporation or such statutes or regulations with respect to payment of withdrawals in event a savings bank does not pay all withdrawals in full); or The officers, directors or employees have assumed duties or performed acts in excess of those authorized by statute or regulation or charter, or without supplying the required bond; or The savings bank has experienced a substantial dissipation of assets or earnings due to any violation of statute or regulation, or due to any unsafe or unsound practice or practices; or The savings bank is insolvent, or is in imminent danger of insolvency, or has suspended its ordinary business transactions due to insufficient funds; or The savings bank is unable to continue operations. Unless the commissioner finds that such an emergency exists which may result in loss to members, deposit account holders, stockholders or creditors, and which requires that he take custody immediately, the commissioner shall first give written notice to the directors and officers specifying the conditions criticized and allowing a reasonable time for corrections before a receiver shall be appointed. The purpose for which the commissioner may take custody of a savings bank include, but are not limited to, examination or further examination, conservation of its assets, restoration of impaired capital, and the making of any reasonable or equitable adjustment deemed necessary by the commissioner under any plan of reorganization. If the commissioner, after taking custody of a savings bank, finds that one or more of the reasons for having taken custody continues to exist through the period of his custody with little or no likelihood of amelioration of the situation, then he shall appoint as receiver or co-receiver any qualified person, firm or corporation for the purpose of liquidation of the savings bank. Such receiver shall furnish bond in form, amount and with surety as the commissioner may require. The commissioner may appoint the institution’s deposit account insurance corporation or its nominee as the receiver. Such insuring corporation shall be permitted to serve without posting bond. In the event the commissioner appoints a receiver for a savings bank, he shall mail a certified copy of the appointment order by certified mail to the address of the savings bank, as it appears on the records of the department, to any previous receiver or other legal custodian of the savings bank and to any court or other authority to which such previous receiver or other legal custodian is subject. Notice of such appointment may be published in a newspaper of general circulation in the county where the savings bank has its principal office. Whenever a receiver for a savings bank is appointed pursuant to subsection (4), the savings bank may within thirty (30) days thereafter bring an action in the chancery court in the county in which the home office of the institution is located for an order to remove such receiver. The duly appointed and qualified receiver shall take possession promptly of such savings bank in accordance with the terms of the appointment by service of a certified copy of the commissioner’s appointment order upon the savings bank at its principal office through the officer or employee who is present and appears to be in charge. Immediately upon taking possession of the savings bank, the receiver shall take possession and title of books, records and assets of the savings bank. The receiver, by operation of law and without any conveyance or other instrument, act or deed, shall succeed to all the rights, titles, powers and privileges of the savings bank, its members or stockholders, holders of deposit accounts, its officers and directors, and to the titles of the books, records and assets of any previous receiver or other legal custodian of the savings bank. Such members, stockholders, holders of deposit accounts, officers or directors shall not thereafter, except as hereinafter expressly provided, exercise any such rights, powers or privileges, or act in connection with any assets or property of any nature of the savings bank in receivership. The commissioner may at any time direct the receiver to return the savings bank to its previous or newly constituted management. The commissioner may provide for a meeting of the members or stockholders for any purpose, including the election of directors or an increase in the number of directors, or both, or the election of an entire new board of directors for any purpose, including the filling of vacancies on the board, the removal of officers and the election of new officers. Any such meeting of members or stockholders, or of directors, shall be supervised or conducted by a representative of the commission. A duly appointed and qualified receiver shall have authority to: Demand, sue for, collect, receive and take into his possession all the goods and chattels, rights and credits, monies and effects, lands and tenements, books, papers, choses in action, bills, notes and property of every description of the savings bank; Foreclose mortgages, deeds of trust and other liens executed to the savings bank to the extent the savings bank would have had such right; Institute suits for the recovery of any estate, property, damages or demands existing in favor of the savings bank, and shall, upon his own application, be substituted as plaintiff in the place of the savings bank in any suit or proceeding pending at the time of his appointment; Sell, convey and assign all the property rights and interest owned by the savings bank; Appoint agents to serve at his pleasure; Examine and investigate papers and persons, and pass on claims as provided in the regulations prescribed by the commissioner; Make and carry out agreements with the insuring corporation or with any other financial institution for the payment or assumption of the savings bank’s liabilities, in whole or in part, and to sell, convey, transfer, pledge or assign assets as security or otherwise and to make guarantees in connection therewith; and Perform all other acts which might be done by the employees, officers and directors; such powers shall be continued in effect until liquidation and dissolution, or until return of the savings bank to its prior or newly constituted management. A receiver may at any time during the receivership and prior to final liquidation be removed and a replacement appointed by the commissioner. The commissioner may determine that such liquidation proceedings should be discontinued. He may then remove the receiver and restore or grant all the rights, powers and privileges of its members and stockholders, customers, employees, officers and directors, or newly constituted management. The return of a savings bank to its management or to a newly constituted management from the possession of a receiver shall, by operation of law and without any conveyance or other instrument, act or deed, vest in the savings bank the title to all property held by the receiver in his capacity as a receiver for the savings bank. Claims against a state savings bank in receivership shall have the following order of priority for payment: Costs, expenses and debts of the savings bank incurred on or after the date of the appointment of the receiver, including compensation for the receiver; Claims of holders of deposit accounts; Claims of general creditors; Claims of stockholders of a stock savings bank; All remaining assets to members and stockholders in an amount proportionate to their holdings as of the date of the appointment of the receiver. All claims of each class of priority described in subsection (11) shall be paid in full so long as sufficient assets remain. Members of the class for which the receiver cannot make payment in full because assets will be depleted shall be paid an amount proportionate to their total claims. The commissioner shall have the authority to direct the payment of claims for which no provision is herein made, and may direct the payment or claims within a class. The commissioner shall have the authority to promulgate rules and regulations governing the payment of claims by an institution in receivership. When all assets of the savings bank have been fully liquidated, all claims and expenses have been paid or settled and the receiver has recommended a final distribution, the dissolution of the savings bank in receivership shall be accomplished in the following manner: The receiver shall file with the commissioner a detailed report, in a form to be prescribed by the commissioner, of his acts and proposed final distribution and dissolution. Upon the commissioner’s approval of the final report of the receiver, the receiver shall provide such notice, and thereafter shall make such final distribution, in such manner as the commissioner may direct. When a final distribution has been made, except as to any unclaimed funds, the receiver shall deposit such unclaimed funds with the commissioner and shall deliver to the commissioner all books and records of the dissolved institution. Upon final dissolution of the savings bank in receivership or at such time the receiver is relieved of his duties, the commissioner shall cause an audit to be conducted, during which the receiver shall be available to assist. The accounts of the receiver shall then be ruled upon by the commissioner and, if approved, the receiver shall thereupon be given a final and complete discharge and release.

Miss. Code Ann. § 81-14-213 Judicial review.

Any person or state savings bank against whom a cease and desist order is issued or a fine is imposed may have such order or fine reviewed by a court of competent jurisdiction. Except as otherwise provided, an appeal may be made only within thirty (30) days of the issuance of the order or the imposition of the fine, whichever is later.

Miss. Code Ann. § 81-14-215 Indemnity.

No person who is fined or penalized for a violation of any criminal provision of this article shall be reimbursed or indemnified in any fashion by the savings bank for such fine or penalty.

Miss. Code Ann. § 81-14-217 Cumulative penalties.

All penalties, fines and remedies provided by this article shall be cumulative.

Miss. Code Ann. § 81-14-219 Emergency limitations.

The commissioner, with the approval of the Governor, may impose a limitation upon the amounts withdrawable or payable from deposit accounts of savings banks during any specifically defined period when such limitation is in the public interest and welfare.

Miss. Code Ann. § 81-14-251 Membership of a mutual institution.

The membership of a mutual state savings bank shall consist of: Any person who holds deposit accounts in a savings bank; or Any person who borrows funds and becomes obligated on a loan from the savings bank, for such time as the loan remains unpaid, or the borrower remains liable to the savings bank for the payment thereof. Any person in his own right, or in a trust or other fiduciary capacity, or any partnership, association, corporation, political subdivision or public or government unit or entity may become a member of a mutual savings bank. Members shall possess such voting rights and other rights as provided by a savings bank’s certificate of incorporation and bylaws. Such members shall be considered the owners of a mutual savings bank.

Miss. Code Ann. § 81-14-253 Directors.

The directors of a mutual savings bank shall be elected by the members at an annual meeting, held pursuant to the terms of Section 81-14-261, for such terms as the bylaws of the savings bank may provide. Director’s terms may be specified in the certificate of incorporation. Voting for directors by deposit account holders shall be weighted according to the total amount of deposit accounts held by such members, subject to any maximum number of votes per member which a savings bank may choose to prescribe in its bylaws. Voting rights for borrowers shall be as prescribed in the bylaws. Such requirements shall be fully prescribed in a detailed manner in the bylaws of the savings bank. Each director of a state savings bank shall, in his own name, own capital stock in, or have a deposit relationship with the state savings bank on an unencumbered basis as follows: For stock savings banks under Fifty Million Dollars ($50,000,000.00) in assets, stock ownership in the institution or its holding company of Two Thousand Five Hundred Dollars ($2,500.00) in market value at time of purchase; or For mutual savings banks under Fifty Million Dollars ($50,000,000.00) in assets, a Two Thousand Five Hundred Dollar ($2,500.00) deposit relationship; or For stock savings banks over Fifty Million Dollars ($50,000,000.00) in assets, stock ownership in the institution or its holding company of Five Thousand Dollars ($5,000.00) in market value at the time of purchase; or For mutual savings banks over Fifty Million Dollars ($50,000,000.00) in assets, a Five Thousand Dollar ($5,000.00) deposit relationship. For savings banks that cross the Fifty Million Dollar ($50,000,000.00) threshold, the commissioner shall allow a reasonable period for the directors to comply with the ownership interest requirement. Every state savings bank shall have no less than five (5) directors, two-thirds (2/3) of which shall be residents of this state. In addition, not more than two (2) of the directors may be members of the same immediate family, nor may there be more than one (1) director who is an attorney with a particular law firm. A majority of the directors must not be salaried officers or employees of the savings bank or of any subsidiary or, except in the case of a savings bank having eighty percent (80%) or more of any class of voting shares owned by a holding company, any holding company affiliate thereof.

Miss. Code Ann. § 81-14-255 Conduct of directors and officers.

Directors and officers possess a fiduciary relationship with the savings bank which they serve, and shall not engage or participate, directly or indirectly, in any business or transaction conducted on behalf of or involving such savings bank, unless: (a) the business or transactions are conducted in good faith and are honest, fair and reasonable to the savings bank; (b) a full disclosure of the business or transaction and the nature of the director’s or officer’s interest is made to the board of directors; and (c) the business or transaction is approved in good faith by the board of directors with any interested director abstaining. The approval of the transaction shall be recorded in the minutes. Any profits inuring to the officer or director shall not be at the expense of the savings bank. The business or transaction shall not represent a breach of the officer’s or director’s fiduciary duty and shall not be fraudulent or illegal. Notwithstanding any other provisions of this section, the commissioner may require the disclosure by directors, officers and employees of their personal interest, directly or indirectly, in any business or transaction on behalf of or involving the savings bank and of their control of, or active participation in, enterprises having activities related to the business of the savings bank. The following restrictions governing the conduct of directors and officers are specified, but that specification does not excuse those persons from the observance of any other aspect of the general fiduciary duty owed by them to the savings bank which they serve: An officer or director of a mutual savings bank shall not hold office or status as a director or officer of another mutual savings bank subject to this chapter. A director shall receive as remuneration only reasonable fees for services as a director or as a member of a committee of directors. A director who is also an officer or employee of the savings bank may receive compensation for service as an officer or employee. A director or officer shall not have any interest, direct or indirect, in the purchase at less than its face value of any evidence of a savings account deposit or other indebtedness issued by the savings bank. A savings bank, or director or officer thereof, shall not directly or indirectly require, as a condition to the granting of any loans or the extension of any other service by the savings bank or its affiliates, that the borrower or any other person undertake a contract of insurance or any other agreement or understanding with respect to the direct or indirect furnishing of any other goods or services with any specific company, agency or individual. An officer or director acting as proxy for a member of a mutual savings bank shall not exercise, transfer or delegate that right in any consideration of a private benefit or advantage, direct or indirect, nor surrender control or pass his office to any other for any consideration of a private benefit or advantage, direct or indirect. The voting rights of members shall not be the subject of sale or similar transaction, either directly or indirectly. Any officer or director who violates the provisions of this paragraph shall be held accountable to the savings bank for an increment. A director or officer shall not solicit, accept or agree to accept, directly or indirectly, from any person other than the savings bank any gratuity, compensation or other personal benefit for any action taken by the savings bank or for endeavoring to procure any action by the savings bank. Subject to the approval of the commissioner, a savings bank’s bylaws may provide for reasonable indemnification to its officers, directors and employees in connection with the faithful performance of their duties for the savings bank. The commissioner may promulgate model indemnification provisions and may consider provisions available under applicable state and federal statutes.

Miss. Code Ann. § 81-14-257 Amendments to charter of incorporation and bylaws.

Any amendments to the charter of incorporation or bylaws of a savings bank shall be certified by the appropriate corporation official and submitted to the commissioner for his approval before they may become effective.

Miss. Code Ann. § 81-14-259 Voting rights.

Voting rights in the affairs of a state savings bank may be exercised by members and stockholders by voting either in person or by proxy. The commissioner shall promulgate rules and regulations governing forms of proxies, holders of proxies and proxy solicitation.

Miss. Code Ann. § 81-14-261 Annual meetings notice required.

Each savings bank shall hold an annual meeting of its members or stockholders. The annual meeting shall be held at a time and place as provided in the bylaws or determined by the board of directors. The board of directors of a mutual savings bank shall publish once a week for two (2) weeks preceding such meeting, in a newspaper of general circulation in the county where such savings bank has its principal office, a notice of the annual meeting. Such notice shall be signed by the savings bank’s secretary and shall state the time and place where it is to be held. In addition to the foregoing notice, each savings bank shall disseminate additional notice of any annual meeting to all members entering the premises of any office or branch of the savings bank in the regular course of business by posting therein, in full view of the public and such members, one or more conspicuous signs or placards announcing the time, date and place of the meeting and the availability of additional information. Printed matter shall be freely available to such members containing any information as prescribed in rules and regulations issued by the commissioner. Such additional notice shall be given at any time within the period of sixty (60) days prior to and fourteen (14) days prior to the meeting and shall continue through the time of the meeting. The board of directors of a stock savings bank shall cause a written or printed notice signed by the savings bank’s secretary, and stating the time and place of the annual meeting to be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail to each stockholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Postal Service addressed to the stockholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

Miss. Code Ann. § 81-14-263 Special meetings; notice required.

Special meetings of members or stockholders of a savings bank may be called by the president or the board of directors or by such other officers or persons as provided in the charter or bylaws of the savings bank. Notice of any special meeting of members or stockholders shall be given in the same manner as provided for annual meetings under Section 81-14-261.

Miss. Code Ann. § 81-14-265 Quorum.

Unless otherwise provided in the savings bank’s charter or bylaws, fifty (50) holders of deposit accounts in a mutual savings bank, or fifty (50) stockholders or a majority of shares eligible to vote in a stock savings bank, present in person or represented by proxy, shall constitute a quorum at any annual or special meeting.

Miss. Code Ann. § 81-14-267 Bonding.

A savings bank shall maintain a blanket indemnity bond of at least a minimum amount as prescribed by the commissioner. A savings bank which employs collection agents, who for any reason are not covered by the bond as herein required, shall provide for the bonding of each agent in an amount equal to at least twice the average monthly collections of such agent. Such agents shall be required to make settlement with the institution at least once monthly. No such coverage by bond will be required of any agent which is an institution insured by the Federal Deposit Insurance Corporation. The amount and form of such bonds and the sufficiency of the surety thereon shall be approved by the board of directors and the commissioner before such bonds are valid. All such bonds shall provide that a cancellation thereof, either by the surety or by the insured, shall not become effective until thirty (30) days’ notice in writing has been given to the commissioner.

Miss. Code Ann. § 81-14-301 Investment in loans.

Subject to the regulations of the commissioner, a savings bank may loan funds as follows: On the security of deposit accounts, but no such loan shall exceed the withdrawal value of the pledged account. On the security of real estate: Of a value, determined in accordance with regulations adopted by the commissioner, sufficient to provide good and ample security for the loan; With a fee simple title or a leasehold title having a duration of not less than ten (10) years beyond the maturity of the loan; With the title established by evidence of title as is consistent with sound lending practices in the locality; With the security interest in real estate evidenced by an appropriate written instrument and the loan evidenced by a note, bond or similar written instrument; a loan on the security of the whole of the beneficial interest in a land trust satisfies the requirements of this section if the title to the land is held by a corporate trustee and if the real estate held in the land trust meets the other requirements of this section. For the purpose of repair, improvement, rehabilitation, furnishing or equipment of real estate. Through the participation of loans that are of a type that the savings bank would be authorized to make in accordance with this section and its bylaws. Subject to regulations by the commissioner, participants shall be limited to federally insured financial institutions and their subsidiaries, and instruments of, or corporations owned wholly or in part by, the United States or this state. Through the purchase of loans, wholly or in part, that at the time of purchase, the savings bank could make in accordance with this section and its bylaws. Through the purchase of installment contracts for the sale of real estate and title thereto that is subject to the contracts, but in each instance only if the savings bank, at the time of purchase, could make a mortgage loan of the same amount for the same length of time on the security of real estate. Through loans guaranteed or insured, wholly or in part, by the United States or any of its instrumentalities. Subject to regulations adopted by the commissioner, through secured or unsecured loans for business, corporate, commercial or agricultural purposes; provided that the total of all loans granted under this paragraph shall not exceed fifteen percent (15%) of the savings bank’s total assets. For the purpose of mobile home financing subject, however, to the regulation of the commissioner. Through loans secured by the cash surrender value of any life insurance policy or any collateral that would be a legal investment under the terms of this chapter if made by a savings bank. Any provisions of this chapter to the contrary, notwithstanding and subject to the commissioner’s regulations, any savings bank may make any loans or investment or engage in any activity that it could make or engage in if it were organized under state law as a savings and loan association or under federal law as a federal savings and loan association or federal savings bank. A savings bank may issue letters of credit or other similar arrangements only as provided by regulation of the commissioner with regard to aggregate amounts permitted, take out commitments for standby letters of credit, underlying documentation and underwriting, legal limitations on loans of the savings bank, control and subsidiary records, and other procedures deemed necessary by the commissioner. For the purpose of secured and unsecured financing of personal and family credits, subject to the regulations of the commissioner. For the purpose of financing primary, secondary, undergraduate or postgraduate education. Through revolving lines of credit on the security of a first or junior lien on the borrower’s personal residence, based primarily on the borrower’s equity, the proceeds of which may be used for any purpose. As secured or unsecured credit to cover the payment of checks, drafts or other funds transfer orders in excess of the available balance of an account on which they are drawn, subject to the regulations of the commissioner.

Miss. Code Ann. § 81-14-303 Other investments.

If the board of directors determines at any time that funds are available in excess of the demands and needs for loans, maturities and withdrawals, a savings bank may invest funds as provided in this section: In demand, time or savings deposits or accounts, withdrawable accounts, or other insured obligations of any financial institution, the accounts of which are insured by a federal agency. In obligations of, or obligations that are fully guaranteed by the United States, and in stocks or obligations of any Federal Reserve Bank, Federal Home Loan Bank, the Student Loan Market Association, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Deposit Insurance Corporation, or any other agency of the United States. In bonds or other direct obligations of, or guaranteed as to principal and interest by, this state. In bonds or other evidences of indebtedness that are direct general obligations of any unit of local government of this state, or other evidences of indebtedness that are payable from revenues or earnings specifically pledged therefor of a unit of local government, but in no event shall the total amount of the securities of any one (1) maker or obligor exceed fifteen percent (15%) of the savings bank’s total capital, nor shall the aggregate amount of investments under this paragraph exceed fifteen percent (15%) of the savings bank’s total assets. In real estate for the following purposes: A savings bank may invest in real property and equipment and in leasehold improvements to rented facilities necessary for the conduct of its business and in real property to be held for its future use. A savings bank may invest in an office building or buildings and appurtenances for the purpose of the transaction of the savings bank’s business. No such investment may be made without the prior written approval of the commissioner if the total amount of such investments exceeds fifty percent (50%) of the savings bank’s net worth. Facilities, furniture and fixtures leased for the purpose set forth in this section shall not be included in this limitation. With the prior written consent of the commissioner, a savings bank may invest in the initial purchase and development, or the purchase or commitment to purchase after completion, of home sites and housing for sale or rent, including, but not limited to: (A) projects for the reconstruction, rehabilitation or rebuilding of residential properties to meet the minimum standards of health and occupancy prescribed by appropriate local authorities; (B) the provision of accommodations for retail stores and other community services that are reasonably incident to such housing; or (C) in the shares of a corporation that owns one or more of those projects and that is wholly owned by one or more financial institutions whose investments are regulated by the laws of this state or of the United States. In no event shall the total investment in any one (1) project exceed fifteen percent (15%) of the savings bank’s net worth, nor shall the aggregate investment under this paragraph exceed fifty percent (50%) of its net worth. No savings bank may make an investment unless it is in compliance with the net worth requirements of this chapter and with the net worth maintenance requirements of its insurer of deposit accounts. The commissioner shall approve the investment only if the savings bank shows: That the savings bank has adequate assets available for the investment; That the proposed investment does not exceed the reasonable market value of the property or interest therein as determined in accordance with the appraisal requirements of this chapter; and That all other requirements of this section have been met. Nothing contained in this paragraph prohibits a savings bank from developing or building on land acquired by it under any other provision of this chapter nor from completing the construction of buildings in accordance with any construction loan contract where the borrower has failed to comply with the terms of the contract. In stocks or obligations of business development corporations chartered by this state or by the United States or an agency thereof, but in no event shall the aggregate amount of stock exceed two and one-half percent (2-1/2%) of the savings bank’s total capital or Two Hundred Fifty Thousand Dollars ($250,000.00), whichever is greater. In obligations of urban renewal investment corporations chartered under the laws of this state, or the United States, or in certificates of beneficial interest of urban renewal investment trusts, but in no event shall the aggregate amount of the stock, obligations or beneficial interest certificates of any one (1) maker exceed two and one-half percent (2-1/2%) of the savings bank’s total capital, nor shall the aggregate amount of investments under this paragraph exceed fifteen percent (15%) of its total capital. In commercial paper. As used in this section, the term “commercial paper” means short-term obligations having a maturity ranging from two (2) to two hundred seventy (270) days issued by banks, corporations or other borrowers. Investments in commercial paper under this section must be in securities rated in one (1) of the two (2) highest categories by at least two (2) nationally recognized investment rating services. Purchase of stock in insurance companies. Notwithstanding any provision of this chapter to the contrary, a savings bank may purchase shares of, or otherwise acquire equity interest in, insurance companies and insurance holding companies organized to provide insurance for savings institutions and corporations and individuals affiliated with savings institutions; provided, however, that ownership of equity interest is a prerequisite to obtaining director’s, officer’s and blanket bond insurance through the company or companies. The commissioner may promulgate regulations concerning the size of each savings bank’s investment and manner of holding those investments. Subject to the regulation of the commissioner, in equity or debt securities or instruments of a service corporation that is a subsidiary of the savings bank. Through advances of federal funds to designated depositories, provided that the advances are made on the condition that they be repaid on the next business day following the date on which the advance is made. For the purpose of this paragraph, the term “federal funds” means funds that a savings bank has on deposit at a depository that are exchangeable for funds on deposit at a federal reserve bank; the term “business day” means any day on which the savings bank, the depository and the federal reserve bank where the funds are on deposit are all open for general business. In marketable investment securities, but in no event shall the total amount of those securities of any one (1) maker or obligor exceed five percent (5%) of the savings bank’s total capital, nor shall the aggregate amount of investments under this section exceed fifteen percent (15%) of total capital. As used in this section, the term “marketable investment securities” does not include stock, but means investment grade marketable obligations evidencing indebtedness of any person in the form of bonds, notes or debentures commonly known as investment securities, and of a type customarily sold on recognized exchanges or traded over the counter. As used in this section, the term “investment grade” means being rated in one (1) of the two (2) highest categories by at least two (2) nationally recognized investment rating services. As used in this section, the term “person” means an individual corporation, partnership, joint venture, trust, estate or unincorporated association.

Miss. Code Ann. § 81-14-305 Prohibited security.

No savings bank, or subsidiary thereof, may accept its own capital stock or its own mutual capital certificates as security for any loan made by such savings bank. Further, no loans of any type shall be made, either directly or indirectly, for purposes relating to its own stock.

Miss. Code Ann. § 81-14-307 Loan conditioned on certain transactions prohibited.

No savings bank, or subsidiary thereof, shall require as a condition of making a loan that the borrower contract with any specific person or organization for particular goods or services. A savings bank, or subsidiary thereof, must notify borrowers at or prior to the loan commitment of their right to select the attorney or law firm rendering legal services in connection with the loan, and the person or organization rendering insurance services in connection with the loan. Notwithstanding the notice requirement, a savings bank, or subsidiary thereof, may refuse to make any loan if it believes on reasonable grounds that the services provided by the person or organization selected by the borrower will afford insufficient protection to such institution or subsidiary. A savings bank, or subsidiary thereof, may require borrowers to reimburse such savings bank for legal services rendered by its own attorney only when the fee is limited to legal services required by the making of such loan and the borrower has selected the savings bank’s attorney in the manner provided by subsection (2) of this section.

Miss. Code Ann. § 81-14-309 Loan expense and fees.

A savings bank may require borrowers to pay all reasonable expenses incurred by the savings bank in connection with making, closing, disbursing, extending, adjusting or renewing loans. A savings bank may require a borrower to pay reasonable charges for late payments made during the course of repayment of a loan. Such payments may be levied only upon such terms and conditions as fixed by the savings bank’s board of directors and agreed to by the borrower in the loan contract. Such payments shall not be considered interest under the usury laws of this state.

Miss. Code Ann. § 81-14-311 Methods of loan repayment.

Subject to such rules and regulations as the commissioner may prescribe, a savings bank shall agree in writing with borrowers as to the method or plan by which an indebtedness shall be repaid.

Miss. Code Ann. § 81-14-313 Insider loans.

Loans aggregating fifteen percent (15%) of the unimpaired capital and unimpaired surplus may be made by any state savings bank to any director or executive officer thereof, as defined in Regulation O promulgated by the Board of Governors of the Federal Reserve System, less existing direct and indirect liabilities thereto, upon affirmative approval of a majority of all directors spread on the minutes of a directors’ meeting held before such loan is made, provided, such loan is made on substantially the same terms and conditions extended to other borrowers for comparable transactions. Any state savings bank may lend to any such director or executive officer thereof, upon affirmative approval of a majority of all directors spread on the minutes of a directors’ meeting held before such loan is made, not more than twenty percent (20%) of the unimpaired capital and unimpaired surplus of the savings bank, less the amount of existing direct and indirect liabilities, when se cured; or when the portion thereof in excess of any amount loaned under the first provision hereof is secured by obligations of the United States government, the State of Mississippi, and the levee districts, counties, road districts, school districts, and municipalities of the State of Mississippi, obligations of any other state of the United States and other bonds of recognized character and standing, which are the subject of daily newspaper market quotations, provided such loan shall not exceed eighty percent (80%) of the market or par value (whichever is less) of the bonds or obligations offered as security. Any state savings bank may lend to any executive officer or director thereof upon affirmative approval of a majority of all directors spread on the minutes of a directors’ meeting held before such loan is made, such amount as is safe and proper, when secured by warehouse receipts or shippers’ order bills of lading representing actual existing values, provided the amount loaned shall not exceed eighty percent (80%) of the market value of the commodities representing the actual existing values, and loans of this nature shall be made payable on demand so that the security held therefor may be sold on any date and the proceeds thereof applied to the payment of the loan. However, a savings bank’s board of directors may, as shown in its minutes, give to a savings bank officer the authority to make secured or unsecured loans to an executive officer or director of such savings bank, without receiving the board’s prior approval, in an amount that, when aggregated with the amount of all other extensions of credit to that person and to all related interests of that person, does not exceed the greater of Twenty-five Thousand Dollars ($25,000.00) or five percent (5%) of the savings bank’s unimpaired capital and unimpaired surplus. However, no state savings bank shall extend credit to any director or executive officer thereof, in an amount that, when aggregated with all other extensions of credit to that person and to all related interests of that person, exceeds Five Hundred Thousand Dollars ($500,000.00) without documented prior affirmative approval of a majority of its directors. Loans and discounts by a state savings bank to a director or executive officer thereof secured in full by funds on deposit in time or savings accounts with the lending savings bank to the credit of the borrower shall not be restricted to the fifteen percent (15%) or twenty percent (20%) limitations herein prescribed. The limitations of this section shall not apply where an executive officer or director shall bona fide purchase from the savings bank at a reasonable price real or personal property acquired by the savings bank in payment of debts due the savings bank, provided such transactions are approved by a majority of the board of directors, such approval to be shown in their minutes; and, in cases where loans are made by branch offices, the sum total of loans made by any branch or branches and its parent savings bank to such executive officer or director shall be computed as against the total capital stock and surplus of the parent savings bank and its branch or branches. Loans heretofore made to executive officers or directors may be renewed or extended if in accord with sound banking practice.

Miss. Code Ann. § 81-14-315 Rule-making power of commissioner.

The commissioner shall, from time to time, promulgate such rules and regulations in respect to loans permitted to be made by state savings banks as necessary to assure that such loans are keeping with sound lending practices and to promote the purpose of this chapter.

Miss. Code Ann. § 81-14-317 Nonconforming loans and investments.

Unless otherwise provided, every loan or other investment made in violation of this chapter shall be due and payable according to its terms and the obligation thereof shall not be impaired; provided, however, that such violation consists only of the lending of an excessive sum on authorized security or of investing in an unauthorized investment.

Miss. Code Ann. § 81-14-319 Limitation on loans to one (1) borrower.

The liability to a savings bank by a person, company, corporation or firm for money loaned, including in the liability of such person, company or firm, where a partnership, the liabilities of the several members thereof, shall not exceed twenty percent (20%) of the aggregate unimpaired capital and unimpaired surplus of said savings bank. The following shall not be restricted to or considered as coming within the limitations of twenty percent (20%) herein prescribed: Loans and discounts secured by warehouse receipts or shippers’ order bills of lading representing actual existing values, provided the amount of such loans and discounts shall not exceed eighty-five percent (85%) of the market value of the commodities representing the actual existing values. Loans and discounts secured by bonds, certificates or notes constituting direct obligations of the United States government, or bonds fully guaranteed by the United States government, or by full faith and credit obligations of the State of Mississippi; provided, however, the commissioner shall from time to time determine and fix the maximum percentage of the par value of all such securities that may be loaned. Loans and discounts to the extent that they are secured or covered by guaranties, or by commitments, or agreements to take over or purchase the same, made by any federal reserve bank, or by the United States, or any department, bureau, board, commission or establishment of the United States, including any corporation wholly owned directly or indirectly by the United States; provided that such guaranties, agreements or commitments are unconditional and are to be performed by payment within sixty (60) days after demand; provided, further, that the commissioner is hereby authorized to define the terms herein used and may by regulation control the making of loans under this paragraph (c). Loans and discounts secured in full by funds on deposit in time or savings accounts with the lending savings bank to the credit of the borrower. Any officer or director who shall approve or make loans prohibited in this section shall be liable individually for the full amount of the principal and interest of any such loan. If the commissioner shall discover, in any examination of any open savings bank that there is a loss on any loan made in violation of this section, he shall make demand of all directors and officers approving or making such loan for payment of the entire unpaid balance on any such loan. Like demand shall be made and suit brought by the receiver of any savings bank in liquidation. Provided, however, this section shall not apply to loans to the State of Mississippi, or to any political subdivision thereof, nor to any levee district.

Miss. Code Ann. § 81-14-321 General parity provision.

State savings banks shall have and possess the rights, powers, privileges, immunities, duties and obligations of thrift institutions organized and operating under the laws of this state or the federal government as may be prescribed by the board by general regulation under the circumstances and conditions set out therein. In the event of a conflict between the provisions of this paragraph and any other provision of this chapter, the provisions of this paragraph shall control.

Miss. Code Ann. § 81-14-351 Generally accepted accounting principles.

Savings banks shall maintain their books and records in accordance with generally accepted accounting principles.

Miss. Code Ann. § 81-14-353 Liquidity.

Savings banks shall maintain cash and readily marketable investments in an amount that may be established in the rules and regulations of the commissioner, but such amount shall not be less than ten percent (10%) of the assets of the savings bank. Upon receipt of a duly certified copy of a resolution by the board of directors of any savings bank requesting a temporary suspension, the commissioner may suspend the liquidity requirement for a period not longer than six (6) months.

Miss. Code Ann. § 81-14-355 Net worth maintenance requirement.

Each savings bank shall maintain an adequate net worth appropriate for the conduct of its business and the protection of its savings account holders. The net worth adequacy of a savings bank shall be determined by the commissioner on a regular basis, but not less than one (1) time per year after evaluating the character of management, the quality of assets, history of earnings and the retention thereof, the potential volatility of the deposit structure and the institution’s capacity to furnish the broadest service to the public. A written report of such finding and determination shall be made and filed by the commissioner.

Miss. Code Ann. § 81-14-357 Deposit accounts.

Every savings bank shall be authorized to solicit deposits from any person, natural or corporate, except as restricted or limited by law, or by such regulations as the commissioner may prescribe. Savings banks may receive deposits of funds upon such terms as the contract of deposit shall provide to establish methods of withdrawals.

Miss. Code Ann. § 81-14-359 Joint accounts.

Accounts may be in the name of two (2) or more persons, whether minor or adult, in such form that the money in the accounts are payable to either adult, or their survivors, and such money due under such accounts, and all additions thereto, shall be the property of such persons as joint tenants with the right of survivorship. The money due under such accounts may be paid to, or on the order of, any one of such persons during his lifetime or to, or on the order of, any one of the survivors of such persons. The opening of the account in such form shall be conclusive evidence with regard to the liability of the savings bank of the intention of all of the parties to the account to vest title to money due under the account and the additions thereto in such survivor or survivors. By written instructions given to the savings bank by all parties to the account, the signatures of more than one (1) of such persons during their lifetime, or of more than one (1) of the survivors after the death of any one of them, may be required for withdrawal, in which case the savings bank shall pay the money in the account only in accordance with such instructions. However, no such instructions shall limit the right of the survivor or survivors to receive the money in the account. By written agreement with the savings bank, any person may create a joint account with other persons as joint tenants with the right of survivorship and such agreement may be signed only by the persons creating the account. The savings bank, unless instructed in writing to the contrary, may loan money to any one or more persons constituting a single membership or account as joint tenants with the right of survivorship, and any person authorized to make withdrawals as provided in this section may pledge, hypothecate or assign all, or any part of, the money due, or to become due, under such account. Any such pledge, hypothecation or assignment, or any increase to, or withdrawal from, the account shall not destroy the joint tenancy with the right of survivorship. Payment of all or any of the money in such account, as provided in this section, shall discharge the savings bank from liability with respect to the money so paid, prior to receipt by the savings bank of a court order. After receipt of such court order, a savings bank may refuse, without liability, to honor any withdrawal on the account pending determination of the rights of the parties. No savings bank paying any survivor in accordance with the provisions of this section shall thereby be liable for any estate, inheritance or succession taxes which may be owed to this state.

Miss. Code Ann. § 81-14-361 Accounts of administrators, executors, guardians, trustees and other fiduciaries.

Any savings bank may accept accounts in the name of any administrator, executor, guardian, trustee or other fiduciary in trust for a named beneficiary or beneficiaries. Such fiduciary shall have the authority to vote as a member of the savings bank as if any membership account were held absolutely, and to make payments upon, and withdraw from, any such account in whole or in part. The withdrawal value of any such account, or other rights relating thereto, may be paid or delivered, in whole or in part, to such fiduciary without regard to any notice as long as such fiduciary is living. The payment or delivery to any such fiduciary or a receipt of acquittance signed by any such fiduciary to whom any such payment or any such delivery or rights is made shall be valid and sufficient release and discharge of any savings bank for the payment or delivery so made. Whenever a person holding an account in a fiduciary capacity dies and no written notice of the revocation or termination of the trust relationship has been given to a savings bank and the savings bank has no notice of any other disposition of the trust estate, the withdrawal value of such account, or other rights relating thereto, may at the option of a savings bank be paid or delivered, in whole or in part, to the beneficiary or beneficiaries of such trust. Whenever an account is opened by any person describing himself as trustee for another and there is no further notice of the existence and terms of a legal and valid trust, then such description shall be given in writing to such savings bank. In the event of the death of the person so described as trustee, the withdrawal value of such account, or any part thereof, may be paid to the person for whom the account was thus stated to have been opened. Such account, and all additions thereto, shall be the property of such person, unless prior to payment the trust agreement is presented to the savings bank showing a contrary interest. When made in accord with this section, the payment or delivery to any such beneficiary, beneficiaries or designated person, or a receipt or acquittance signed by any such beneficiary, beneficiaries or designated person for any such payment or delivery shall be a valid and sufficient release and discharge of a savings bank for the payment or delivery so made. Trust accounts permitted by this chapter shall not be required to be acknowledged and recorded. When an account is opened in a form described in this section, the right set forth in Section 81-14-363 shall apply. No savings bank paying any beneficiary in accordance with the provisions of this section shall thereby be liable for any estate, inheritance or succession taxes which may be owed to this state.

Miss. Code Ann. § 81-14-363 Accounts payable at death.

[Effective from and after January 1, 2020, this section will read as follows:] An account in a savings bank may be opened by any person or persons with directions to make such account payable upon his or their death to the named beneficiary or beneficiaries. When an account is so opened, the savings bank shall pay any money to the person or persons opening such account during his or their lifetime in the same manner as if the account were in the sole name or names of such person or persons. If the named beneficiary or one (1) of the named beneficiaries survive the death of the person opening such an account and the beneficiary or all of the beneficiaries so named are sixteen (16) years of age or over at the death of such person, the savings bank shall pay the money to the credit of the account, less all proper setoffs and charges, to the named beneficiary or beneficiaries or upon his or their order, as hereinafter provided. Such payment by the savings bank shall be valid, notwithstanding any lack of legal age of the named beneficiary or beneficiaries. However, where such an account is opened or subsequently held by more than one (1) person, the death of one (1) of such persons shall not terminate the account and the account shall continue as to the surviving person or persons and the named beneficiary or beneficiaries subject to the provisions of subsection (3). If the named beneficiary or all of the named beneficiaries survive the death of the person or persons opening such an account and are under sixteen (16) years of age at such time, the savings bank shall pay the money to the credit of the account, less all proper setoffs and charges: When or after the named beneficiary becomes sixteen (16) years of age, to the named beneficiary or upon his order; or When more than one (1) beneficiary is named, the savings bank shall pay to each beneficiary so named his proportionate interest in such account as each severally becomes sixteen (16) years of age; or To the legal guardian of the named beneficiary, wherever appointed and qualified, or where more than one (1) beneficiary is named, the savings bank shall pay such beneficiary’s proportionate interest in such account to his legal guardian wherever and whenever appointed and qualified; or If no guardian is appointed and qualified, payment may be made in accordance with the provisions of Section 93-20-209 or 93-20-431 in situations to which such sections are applicable. Where the death of the person or persons opening such an account terminates the account under the provisions of subsections (2) and (3) of this section and where one or more of the named beneficiaries are under sixteen (16) years of age and the remainder of the named beneficiaries are sixteen (16) years of age or over, the savings bank shall pay the money to the credit of the trust, less all proper setoffs and charges, to: The named beneficiaries sixteen (16) years of age or over at the time of termination of said account pursuant to subsection (2) of this section; and The named beneficiaries under sixteen (16) years of age at the time of termination of said account pursuant to subsection (3) of this section. Where such account is opened or subsequently held by more than one (1) person, the savings bank in the absence of any written instructions to the contrary, consented to by the savings bank, shall accept payments made to such account and may pay any money to the credit of such account from time to time to, or pursuant to the order of, either or any of such persons during their life or lives in the same manner as if the account were in the sole name of either of such persons. When a person or persons opens an account in a savings bank in the form set forth in subsection (1) of this section, and makes a payment or payments to such account, or causes a payment or payments to be made to such account, such person or persons shall be conclusively presumed to intend to vest in the named beneficiary or beneficiaries a present beneficial interest in such payments made, and in the money to the credit of the account from time to time, to the end that, if the named beneficiary or beneficiaries survive the person or persons opening such an account, all the right and title of the person or persons opening such an account in and to the money to the credit of the account at the death of such person or persons, less all proper setoffs and charges, shall at such death, vest solely and indefeasibly in the named beneficiary or beneficiaries subject to the conditions and limitations of subsection (3). If the named beneficiary predeceases the person opening such an account, the present beneficial interest presumed to be vested in the named beneficiary pursuant to subsection (6) of this section shall terminate at the death of the named beneficiary. In such case, the personal representatives of the named beneficiary, and all others claiming through or under the named beneficiary, shall have no right in or title to the money to the credit of the account, and the savings bank shall pay such money, less all proper setoffs and charges, to the person opening such an account, or pursuant to his order, in the same manner as if the account were in the sole name of the person opening such an account; provided, however, where such an account names more than one (1) beneficiary, the death of one (1) of the beneficiaries so named shall not terminate the account and the account shall continue as to the surviving beneficiary or beneficiaries subject to the provisions of subsection (3) of this section. A savings bank which makes any payment pursuant to subsection (3) of this section, prior to service upon the savings bank of an order of court restraining such payment shall, to the extent of each payment so made, be released from all claims of the person or persons opening such an account, the named beneficiary or beneficiaries, their legal representatives, and all others claiming through or under them. When an account is opened in a form described in subsection (1) of this section, the right of the named beneficiary or beneficiaries to be vested with sole and indefeasible title to the money to the credit of the account on the death of the person or persons opening such an account shall not be denied, abridged or in anyway affected because such right has not been created by a writing executed in accordance with the law of this state prescribing the requirements to effect a valid testamentary disposition of property.

Miss. Code Ann. § 81-14-365 Collection of processing fee for returned checks.

Notwithstanding any other provision of law, a processing fee may be charged and collected by any savings bank for checks on which payment has been refused by the payor depository institution. A savings bank may also collect such fee for checks drawn on that savings bank with respect to an account with insufficient funds.

Miss. Code Ann. § 81-14-367 Right of setoff on deposit account.

A savings bank shall have a right of setoff, without further agreement or pledge, upon all deposit accounts owned by any member or customer to whom or upon whose behalf the savings bank has made an unsecured advance of money by loans. Upon default in the repayment of satisfaction thereof, the savings bank may cancel on its books all or any part of the deposit accounts owned by such member or customer and apply the value of such accounts in payment of such obligation. A savings bank which exercises the right of setoff provided in this section shall first give a thirty-day notice to the member or customer that such right will be exercised. Such accounts may be held or frozen, with no withdrawals permitted, during the thirty-day notice period. Such accounts may not be canceled and the value thereof may not be applied to pay such obligation until the thirty-day period has expired without the member or customer having cured the default on the obligation. The amount of any member’s or customer’s interest in a joint account or other account held in the names of more than one (1) person shall be subject to the right of setoff provided in this section. If a savings bank shall proceed in good faith as provided in this section, but it is later determined that the savings bank was not entitled to have held or set off funds, then the savings bank’s sole obligation shall be to return the funds to the member’s or customer’s account, together with interest at the rate that would have applied if the account had not been held or set off. The savings bank shall not otherwise be liable for any costs or damages. This section is not exclusive, but shall be in addition to contract, common law and other rights of setoff. Such other rights shall not be governed in any fashion by this section.

Miss. Code Ann. § 81-14-369 Savings accounts issued to minors or persons under disability; payment of withdrawals; powers of parent or guardian; withdrawals on death of holder.

A savings bank and any federal savings bank may issue savings accounts to any minor or other person under disability as the sole and absolute owner of such savings account. Such savings bank may receive payments by or for such owner, pay withdrawals, accept pledges to the savings bank, and act in any other manner with respect to such account on the written instruction of such savings account holder in accord with this chapter. Any payment or delivery of rights to any minor or other person under a disability, or a receipt or acquittance signed by a minor or other person under a disability, who holds a savings account, shall be a valid and sufficient release of such savings bank for any payment so made or delivery of rights to such minor or person. The receipt, acquittance, pledge or other action required by the savings bank to be taken by such minor or person shall be binding upon such minor or person as if he were of full age and legal capacity. The parent or guardian of such minor or person shall not in his capacity as parent or guardian have the power to attach or to transfer any savings account issued to, or in the name of, such minor or person; provided, however, that in the event of the death of such minor or person, the receipt or acquittance of either parent, a person standing in loco parentis, guardian or conservator of such minor or person shall be a valid and sufficient discharge of such savings bank for any sum not exceeding One Thousand Dollars ($1,000.00), unless the minor or person has given written notice to the savings bank not to accept the signature of such person.

Miss. Code Ann. § 81-14-371 Deposit accounts as deposit of securities.

Notwithstanding any restrictions or limitations contained in any law of this state, the deposit accounts of any state savings bank or of any federal savings bank having its principal office in this state, may be accepted by any agency, department or official of this state in any case wherein such agency, department or official acting in its or his official capacity requires that securities be deposited with such agency, department or official.

Miss. Code Ann. § 81-14-373 New account books.

Upon the filing with a savings bank by the holder of records as shown by the books of the savings banks, or by his legal representative, of an affidavit to the effect that the account book, certificate or other evidence of ownership of his savings account with the savings bank has been lost or destroyed, and that such account book or certificate has not been pledged or assigned in whole or in part, such savings bank shall issue a new account book or certificate in the name of the holder of record. Such savings bank shall in no way be liable thereafter for the original account book or certificates, unless the board of directors requires a bond in an amount sufficient to indemnify the savings bank against any loss which might result from the issuance of such new account book or certificate.

Miss. Code Ann. § 81-14-375 Transfer of deposit accounts.

The owner of a deposit account may transfer his rights therein absolutely or conditionally to any other person eligible to hold such rights, but such transfer may be made on the books of the savings bank and accompanied by the proper application for transfer by the transferor and transferee. Such transferor and transferee shall accept such account subject to the terms and conditions of the account contract, the bylaws of the savings bank, the provisions of its certificate of incorporation, and all rules and regulations of the commissioner. Notwithstanding the effectiveness of such a transfer between the parties thereto, the savings bank may treat the holder of record of a deposit account as the owner thereof for all purposes, including payment and voting, until such transfer and assignment has been recorded by the savings bank.

Miss. Code Ann. § 81-14-377 Authority of power of attorney.

A savings bank may continue to recognize the authority of an individual holding a power of attorney in writing to manage or to make withdrawals, either in whole or in part, from the deposit account of a customer or member until it receives written or actual notice of death, or of adjudication of incompetency of such member, or revocation of the authority of such individual holding such power of attorney. Payment by the savings bank to an individual holding a power of attorney prior to receipt of such notice shall be a total discharge of the savings bank’s obligation as to the amount so paid.

Miss. Code Ann. § 81-14-379 Adverse claims to accounts.

Notice to any savings bank doing business in this state of an adverse claim to an account on its books in the name of any savings account holder shall not cause the savings bank to recognize such adverse claimant, unless: (a) such adverse claimant either procures a restraining order, injunction or other appropriate process against the savings bank from a court of competent jurisdiction wherein the savings account holder, in whose name the account appears, is made a party and served with summons; or (b) such adverse claimant executes to the savings bank, in form and with sureties acceptable to it, a bond indemnifying it from any and all liability, loss, damage, costs and expenses for and on the account of the payment of such adverse claim.

Miss. Code Ann. § 81-14-381 Accounts of deceased nonresidents.

When an account is held in any savings bank by a person residing in another state or country, the account, or any part thereof, not in excess of Two Thousand Five Hundred Dollars ($2,500.00), may be paid to the administrator or executor appointed in the state or country where the account holder resides at the time of death; provided, however, that such administrator or executor has furnished the savings bank with (a) authenticated copies of his letters and of the order of the court which issued the letters to him authorizing him to collect, receive and remove the personal estate, and (b) an affidavit by the administrator or executor stating that to his knowledge no letters are then outstanding in this state and no petition for letters by an heir, legatee, devisee or creditor of the decedent is pending on the estate in this state, and that there are no creditors of the estate in this state. Upon payment or delivery to such representative after receipt of the affidavit and authenticated copies, the savings bank is released and discharged to the same extent as if the payment or delivery had been made to a legally qualified resident executor or administrator. Such savings bank is not required to see to the application or disposition of the property. No action at law or in equity shall be maintained against the savings bank for payment made in accordance with the above provisions.

Miss. Code Ann. § 81-14-383 Payments to successors without administration.

Any savings bank may pay to the successor of a deceased depositor, as defined in Section 91-7-322(2), without necessity of administration, any sum to the credit of the deceased not exceeding Twelve Thousand Five Hundred Dollars ($12,500.00) upon affidavit that the deceased died leaving no will and testament and bond signed by each of the successors guaranteeing payment of any lawful debts of the deceased to the extent of that withdrawal. The receipt of acquittance of the person or persons so paid shall be a valid and sufficient release and discharge to the savings bank against all other persons and claimants for any payment so made; however, the bond is made available to any creditor for suit against the makers of the bond.

Miss. Code Ann. § 81-14-385 Savings accounts as legal investments and as security for bonds.

Administrators, executors, custodians, guardians, trustees, pension funds and other fiduciaries of every kind and nature, insurance companies, business and manufacturing companies, banks, credit unions and all other types of financial institutions, charitable, educational and eleemosynary institutions and organizations hereby are specifically authorized and empowered to invest funds held by them, without any order of any court, in savings accounts of savings banks which are under state supervision, and in accounts of insured savings banks. Such investments shall be deemed and held to be legal investments for such funds. With respect to investments by custodians, savings banks hereby are deemed to be qualified institutions within the meaning of that term as used in the Uniform Gifts to Minors Law of this state. The provisions of this section are supplemental to any and all other laws relating to and declaring what shall be legal investments for the persons, fiduciaries, corporations, organizations and officials referred to in this section, and the laws relating to the deposit of securities and the making and filing of bonds for any purpose.

Miss. Code Ann. § 81-14-387 Power to borrow money.

A savings bank may borrow up to twenty-five percent (25%) of its savings liability and net worth for lending purposes; a savings bank may borrow an additional twenty-five percent (25%) of its savings liability and net worth for the purpose of making loans guaranteed by the Federal Housing Administration, a private mortgage guaranty insurance company licensed to do business in this state, or by the Veterans Administration; a savings bank may borrow up to fifty percent (50%) of its savings liability and net worth to pay withdrawals. Borrowing of additional amounts for purchase or construction of a home office or branch office is authorized, but only with approval of the commissioner. Subsequent reduction of savings liability and net worth shall not in any way affect outstanding obligations, but shall be reported to the commissioner and steps taken to comply within a reasonable time. The directors may pledge or authorize the officers to pledge any assets of the saving s bank to secure any loans herein permitted. For the purpose of this paragraph, use of savings accounts in the savings bank shall not be considered borrowing.

Miss. Code Ann. § 81-14-389 Authority to join federal reserve bank.

Any state savings bank shall have the power to subscribe to the capital stock and become a member of a federal reserve bank. Any such savings bank shall continue to be subject to the supervision and examination required by the laws of this state, except that the Federal Reserve Board shall have the right, if it deems necessary, to make examinations. The commissioner may disclose to the Federal Reserve Board, or to the examiners duly appointed by it, all information in reference to the affairs of any savings bank which has become, or desires to become, a member of a federal reserve bank.

Miss. Code Ann. § 81-14-401 Holding companies.

Notwithstanding any other provision of law, any stock savings bank may simultaneously with its incorporation or conversion to a stock savings bank provide for its ownership by a holding company. In the case of a conversion, members of the converting savings bank shall have the right to purchase capital stock of the holding company in lieu of capital stock of the converted savings bank in accordance with Section 81-14-107(3)(f). Notwithstanding any other provision of law, any stock savings 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 savings 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 savings 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 savings 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., Mississippi Code of 1972; and (e) the plan of reorganization is fair and equitable to all stockholders. Notwithstanding any other provision of law, any mutual savings bank may reorganize its ownership to provide for ownership by a holding company upon adoption of a plan of reorganization by favorable vote of not less than two-thirds (2/3) of the members of the board of directors of the savings bank and approval of the plan of reorganization by a majority of the voting members of the savings bank. The plan of reorganization shall provide: (a) the resulting ownership of one or more subsidiary savings banks shall be evidenced by stock shares; (b) the substantial portion of the assets and all of the insured deposits and part or all of the other liabilities shall be transferred to one or more subsidiary savings banks; (c) the reorganization shall not be subject to state or federal income taxation; and (d) the plan of reorganization is fair and equitable to all members of the savings bank. The commissioner shall promulgate rules regarding the formation of the subsidiary savings banks and the holding company, including the rights of members, levels of investment in the holding company subsidiaries, and stock sales. A holding company may invest in any investment authorized by its board of directors, except as limited by regulations promulgated by the commissioner pursuant to this chapter. Any entity which controls a stock savings bank, or acquires control of a stock savings bank, is a holding company. As used in this section, “entity” means an individual, corporation, partnership, joint venture, trust, estate or unincorporated association. Holding companies shall be under the supervision of the commissioner. The commissioner shall exercise all powers and responsibilities with respect to holding companies which he exercises with respect to savings banks.

Miss. Code Ann. § 81-14-403 Change in control requirement.

Any entity contemplating an action that will result in the change of control of a savings bank or savings bank’s holding company shall first make application to the commissioner for a certificate of approval. Such application shall be in the form prescribed by the commissioner and shall contain such information as he shall require. Notwithstanding the provisions of this chapter, the commissioner may define “control” by rule and regulation in a manner to ensure uniformity with federal law, regulation and usage.

Miss. Code Ann. § 81-14-501 Repealed.

Repealed by Laws, 2001, ch. 457, eff from and after July 1, 2001. [Laws, 1994, ch. 622, § 155; Laws, 1997, ch. 364, § 108, eff from and after July 1, 1997.]