2016 Mississippi Code
Title 81 - Banks and Financial Institutions
Chapter 14 - Savings Bank Law
Article 3 - Corporate Changes
§ 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:

(a) 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.

(b) 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.

(c) 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.

(d) Upon the merger of any savings bank:

(i) 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.

(ii) 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.

(iii) 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.

(e) 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.