Mississippi Code
Article 3 - Corporate Changes
§ 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.

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