81-5-23 - Preferred stock; issuance authorized. - Mississippi Statutes

§ 81-5-23. Preferred stock; issuance authorized.
 

Banks may, with the approval of the state comptroller, and by a vote of stockholders owning a majority of the stock of such bank, upon not less than five (5) days' notice, given by registered mail, pursuant to action taken by their boards of directors, issue preferred stock of one or more classes in such amount and with such par value as shall be approved by the said comptroller, and may make such amendments to their charters as may be necessary for this purpose; but, in the case of a newly organized bank which has not yet issued common stock, the requirement of notice to and vote of stockholders shall not apply. 
 

The holders of such preferred stock shall be entitled to receive such cumulative dividends at a stipulated rate and shall have such voting and conversion rights and such control of management, and such stock shall be subject to retirement in such manner and upon such conditions as may be provided in the charter, with the approval of the state comptroller. The holders of such preferred stock shall not be held individually responsible as such holders for any debts, contracts or engagements of such bank, and shall not be liable for assessments to restore impairments in the capital of such bank as provided by law with reference to the holders of common stock. 
 

Preferred stock issued by any bank in this state shall be exempt from all state, county, municipal, levee district, and other ad valorem taxes so long as the same shall be held by an agency of the federal government. 
 

The acts of any board of directors of any banking corporation organized and operating under the laws of the State of Mississippi, insofar as such acts pertain to the issuance of preferred stock which may have heretofore been issued, are hereby in all particulars validated. 
 

No dividend shall be declared or paid on common stock until the cumulated dividends on the preferred stock shall have been paid in full; and, if the corporation is placed in either voluntary or involuntary liquidation, no payment shall be made to the holders of the common stock until the owners of the preferred stock shall have been paid in full the par value of such preferred stock plus all accumulated dividends. 
 

Sources: Codes, 1942, § 5215; Laws,  1934, ch. 146; Laws, 1966, ch. 251, § 1; Laws, 1980, ch. 414, eff from and after July 1, 1980.