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To: Banking and Financial
Services
MISSISSIPPI LEGISLATURE REGULAR SESSION 2026
By: Representative Aguirre
HOUSE BILL NO. 1263
(As Passed the House)
AN ACT TO AMEND SECTION 81-3-15, MISSISSIPPI CODE OF 1972, TO 1
PROVIDE THAT RENEWALS OR AMENDMENTS TO A CHARTER OR ARTICLES OF 2
INCORPORATION OF BANKING CORPORATIONS SHALL BE SENT DIRECTLY TO 3
THE SECRETARY OF STATE UPON BEING APPROVED BY THE COMMISSIONER AND 4
DO NOT REQUIRE APPROVAL FROM THE ATTORNEY GENERAL; TO AMEND 5
SECTION 81-5-75, MISSISSIPPI CODE OF 1972, TO AUTHORIZE A BANK TO 6
DECLARE AND PAY DIVIDENDS NOT INCONSISTENT WITH THE BANK'S 7
ARTICLES OF INCORPORATION OR BYLAWS; TO REQUIRE PRIOR WRITTEN 8
APPROVAL OF THE COMMISSIONER ONLY WHEN CERTAIN CONDITIONS EXIST; 9
TO AMEND SECTION 81-5-100, MISSISSIPPI CODE OF 1972, TO PROVIDE 10
THAT PRIOR APPROVAL OF THE COMMISSIONER IS NOT REQUIRED FOR A 11
STATE BANK OR THRIFT TO ESTABLISH OR DECOMMISSION ELECTRONIC 12
TERMINALS; TO CREATE NEW SECTION 81-5-26, MISSISSIPPI CODE OF 13
1972, TO AUTHORIZE INVESTMENTS BY STATE CHARTERED FINANCIAL 14
INSTITUTIONS IN COMMUNITY AND ECONOMIC DEVELOPMENT ENTITIES, 15
COMMUNITY DEVELOPMENT PROJECTS AND OTHER PUBLIC WELFARE 16
INVESTMENTS; TO AMEND SECTION 81-5-85, MISSISSIPPI CODE OF 1972, 17
TO CONFORM TO THE PROVISIONS OF THIS ACT; AND FOR RELATED 18
PURPOSES. 19
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI: 20
SECTION 1. Section 81-3-15, Mississippi Code of 1972, is 21
amended as follows: 22
81-3-15. The charter or articles of incorporation of banking 23
corporations heretofore created or that may hereafter be created, 24
may be renewed or amended in the following manner: 25
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The stockholders in a special or regular meeting, shall 26
first, by a vote of a majority in amount of all stock outstanding, 27
adopt a resolution setting forth the proposed renewal or 28
amendment, subject to the approval of the * * * commissioner. 29
Three (3) copies of such resolution duly certified by the 30
president or vice-president of such bank shall be forwarded to 31
the * * * commissioner for his or her approval, together with the 32
fee required by statute. If the proposed amendment is approved by 33
the * * * commissioner, he or she shall attach his or her 34
certificate of approval to each of the copies and forward all 35
three (3) copies * * * and * * * the fee required by statute to 36
the Secretary of State. * * * The Secretary of State shall retain 37
one (1) copy and file and record the same in his or her office. 38
He or she shall forward one (1) copy thereof to the * * * 39
commissioner, who shall retain and file the same in his or her 40
office. The remaining copy shall be returned to the bank, and the 41
bank shall immediately record the same in the office of the 42
chancery clerk of the county in which the bank is domiciled. 43
* * * Such copy, after being so recorded, shall be returned to 44
the bank and retained by it in its files. It shall not be 45
necessary to publish such renewal or amendment. 46
SECTION 2. Section 81-5-75, Mississippi Code of 1972, is 47
amended as follows: 48
81-5-75. * * * A state bank may, from time to time, declare 49
and pay dividends not inconsistent with the bank's articles of 50
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incorporation or bylaws. However, prior written approval of the 51
commissioner is required if any of the following conditions exist: 52
(a) The bank is subject to a corrective plan or 53
enforcement action; or 54
(b) After making the dividend, the bank would be 55
undercapitalized. The definition of "undercapitalized" shall be 56
consistent with the definition used by the applicable federal 57
regulatory agency; or 58
(c) The commissioner has determined that conditions 59
exist at the bank, posing a risk to its safety and soundness. 60
Directors declaring a dividend in violation of the provisions 61
of this section shall be personally liable to the full amount of 62
the dividend so declared and it shall be the duty of the 63
commissioner, upon discovering the payment of any such dividend, 64
to forthwith make demand upon the directors that the same be 65
restored to the bank, and upon their failure so to do he shall 66
cause suit to be brought against them in the chancery court of the 67
county in which the bank is located, either in his name or in the 68
name of the bank, to recover the same for the benefit of the bank. 69
SECTION 3. Section 81-5-100, Mississippi Code of 1972, is 70
amended as follows: 71
81-5-100. (1) For the purposes of this section, the 72
following words shall have the meaning herein described unless the 73
context shall otherwise require: 74
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(a) "Electronic terminal" means an * * * automated, 75
virtually staffed or unstaffed banking facility owned or operated 76
by, or operated exclusively for, a federally insured bank or 77
thrift, such as an automated teller machine (ATM), interactive 78
teller machine (ITM), cash dispensing machine or other remote 79
electronic terminal, that is open to the general public and at 80
which deposits are accepted, cash dispersed, money lent or an 81
electronic fund transfer is initiated. An "electronic terminal" 82
is not a "branch" within the meaning of Title 81, Mississippi Code 83
of 1972, and is not subject to state licensing requirements. 84
(b) "Electronic fund transfer" means any of the 85
following: 86
(i) The withdrawal of cash from or the deposit of 87
cash or checks into an * * * electronic terminal, such as an * * * 88
automated teller machine, but not including night depositories; 89
(ii) An application for or acceptance of a loan 90
through use of an * * * electronic terminal; 91
(iii) The transfer of funds between accounts 92
through use of an * * * electronic terminal; or 93
(iv) The issuance of a check by an * * * 94
electronic terminal. 95
(c) "Electronic fund transfer" does not mean access to 96
accounts, the application for or acceptance of a loan, the 97
transfer of funds between accounts or other banking services 98
accomplished through the use of a personal computer or telephone. 99
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(d) "Interactive teller machine" or "ITM" means an 100
automated, virtually staffed or unstaffed facility, owned or 101
operated by, or operated exclusively for, a federally insured bank 102
or thrift, and equipped with video-based interactive technology 103
allowing customers to conduct transactions and financial services 104
driven by a centrally based teller, in a real time video or audio 105
interaction. 106
(2) * * * The establishment of electronic terminals are 107
matters to be determined by a state bank or thrift in its 108
discretion, according to sound banking judgment and safe and sound 109
banking principles. No prior approval of the commissioner is 110
required for a state bank or thrift * * * to establish or 111
decommission electronic terminals. 112
* * * 113
( * * *3) For the use of its electronic terminals connected 114
to sharing networks or systems, a bank may impose a fee if 115
imposition of the fee is disclosed at a time and in a manner that 116
allows a user to terminate or cancel the transaction without 117
incurring the transaction fee. * * * Because this power is an 118
inherent element of a state bank's authority to conduct the 119
business of banking, the setting or changing of such fee amount is 120
a matter to be determined by a state bank or thrift in its 121
discretion, according to sound banking judgment and safe and sound 122
banking principles. 123
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An agreement to share electronic terminals shall not 124
prohibit, limit or restrict the right of a bank to charge such 125
fees for the use of its electronic terminals as allowed by state 126
or federal law, or require a bank to limit or waive its rights or 127
obligations under this section. 128
SECTION 4. The following shall be codified as Section 129
81-5-26, Mississippi Code of 1972: 130
81-5-26. Community and economic development entities, 131
community development projects, and other public welfare 132
investments as legal investments. 133
Investments in community and economic development entities, 134
community development projects, and other public welfare 135
investments as described in 12 USC 24 (Eleventh) and 12 CFR Part 136
24, and any amendments thereto, shall be legal investments for 137
state chartered banks and trust companies, to the same extent that 138
such are authorized investments for national banks under 12 USC 24 139
(Eleventh) and 12 CFR Part 24, and any amendments thereto. 140
Required notifications and approval requests shall be submitted to 141
the Department of Banking and Consumer Finance, except that 142
"eligible banks" as defined in Section 81-3-1 shall be exempt from 143
any notification requirements and approval requests. 144
SECTION 5. Section 81-5-85, Mississippi Code of 1972, is 145
amended as follows: 146
81-5-85. A bank chartered by the State of Mississippi, may, 147
with the approval of the commissioner, enter into a business 148
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combination with another bank, savings bank, savings and loan 149
association or other entity, on such terms and conditions, as may 150
be lawfully agreed upon, adopted and approved in a plan of merger 151
or share exchange in accordance with Article 11, Chapter 4 of 152
Title 79, Mississippi Code of 1972, and provided that the survivor 153
is a financial institution insured by the Federal Deposit 154
Insurance Corporation. Following receipt of the required 155
corporate approvals and approval of the plan of merger or share 156
exchange plan by the commissioner, the resulting amendments to 157
charters of the survivor shall be approved and filed * * * in 158
accordance with Section 81-3-15. The capital stock of the 159
survivor shall not be less than that required under applicable law 160
for the survivor. And all the rights, franchises and interests of 161
the institutions so consolidated in and to every species of 162
property, personal and mixed, and choses in action thereto 163
belonging, shall be deemed to be transferred to and vested in such 164
survivor without any deed or other transfer, and the said survivor 165
shall hold and enjoy the same and all rights of property, 166
franchises and interests in the same manner and to the same extent 167
as were held and enjoyed by the institutions so combined. 168
A bank chartered by the State of Mississippi may, with the 169
approval of the commissioner, sell or transfer all, or 170
substantially all, of its assets, liabilities, and businesses only 171
to another bank, savings bank, savings and loan association or 172
other entity, in a transaction agreed upon, adopted and approved 173
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in accordance with Article 12, Chapter 4, Title 79, Mississippi 174
Code of 1972, and provided that the buyer or transferee is a 175
financial institution insured by the Federal Deposit Insurance 176
Corporation. 177
Any national bank, state or federal savings and loan 178
association, or state or federal savings bank may apply for 179
conversion into a state-chartered bank upon the affirmative vote 180
of the shareholders owning at least two-thirds (2/3) of its 181
capital stock outstanding, or of fifty-one percent (51%) or more 182
of the total number of the members, at a meeting called by the 183
directors, notice of which, specifying the purpose, shall be given 184
the manner required by the bylaws, or in the absence of such 185
bylaw, then by sending the notice to each shareholder of record by 186
registered mail at least ten (10) days before the meeting. Upon 187
such affirmative vote, the converting institution may apply for a 188
certificate of authority by filing with the commissioner a 189
certificate signed by its president and cashier which sets forth 190
the corporate action herein prescribed and asserts that the 191
institution has complied with the provisions of the laws of the 192
United States. The converting institution shall also file with 193
the commissioner the plan of conversion and the proposed 194
amendments to its articles of incorporation as approved by the 195
stockholders for the operation of the institution as a state bank. 196
Upon receipt of the prescribed application, the commissioner shall 197
examine all facts associated with the conversion. The expenses 198
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and cost incurred for such special examination shall be paid by 199
the institution applying for permission to convert. The 200
commissioner shall present his findings and recommendations to the 201
State Board of Banking Review for consideration. Upon approval by 202
the State Board of Banking Review, the commissioner shall issue a 203
certificate of authority to the applicant allowing the conversion 204
to proceed. 205
Any bank, savings and loan association or savings bank 206
chartered by the State of Mississippi is hereby authorized to 207
convert into, consolidate with, or merge with a national bank, 208
with the national bank charter surviving, without approval of the 209
Department of Banking and Consumer Finance, the Commissioner of 210
Banking and Consumer Finance, or any state authority whatsoever. 211
Notwithstanding any provision of law to the contrary, if any 212
bank, savings and loan association or savings bank chartered by 213
the State of Mississippi has or proposes to engage in a business 214
combination or sale or transfer of substantially all assets that 215
is not authorized under this section, the commissioner shall 216
enforce the provisions of this section by issuing a 217
cease-and-desist order. 218
The bank, savings and loan association or savings bank may 219
appeal such order to the First Judicial District of Hinds County, 220
Mississippi. Said appeal must be filed within thirty (30) days 221
from the date the order was issued. 222
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ST: Banks; modernize approval process for
certain requirement related to.
SECTION 6. This act shall take effect and be in force from 223
and after July 1, 2026. 224