2013 Mississippi Code
Title 81 - BANKS AND FINANCIAL INSTITUTIONS
Chapter 14 - SAVINGS BANK LAW
Article 3 - CORPORATE CHANGES
§ 81-14-107 - Conversion of mutual to stock savings bank


MS Code § 81-14-107 (2013) What's This?

(1) Any mutual savings bank may convert from mutual to the stock form of ownership as provided in this section.

(2) 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.

(3) 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:

(a) After conversion the savings bank will be in sound financial condition and will be soundly managed;

(b) The conversion will not impair the capital of the savings bank nor adversely affect the savings bank's operations;

(c) 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;

(d) The savings bank services provided to the public by the savings bank will not be adversely affected by the conversion;

(e) 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;

(f) All shares of stock issued in connection with the conversion are offered first to the members of the savings bank;

(g) 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;

(h) 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.

(4) 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.

(5) 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.

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