dissenting.
I respectfully dissent. It should be noted at the outset that the majority assumes a jurisdictional conflict which is not present. It may well be that had the Department of Banking and Finance taken possession of Battle Creek State Bank under Neb. Rev. Stat. § 8-187 (Reissue 1997), the district court would have no jurisdiction to entertain this action. But that is not the situation. It is only by ignoring that the department had not taken possession of the bank and by ignoring as well a number of well-*129established rules relating to the construction of statutes that the majority has converted statutory silence into a nonexistent statutory conflict. As a result, it rests its erroneous conclusion on faulty premises.
Our banking statutes provide that the business of banking may be conducted only by “means of a corporation duly organized for such purpose under the law of this state,” Neb. Rev. Stat. § 8-114 (Reissue 1997), thereby placing banking corporations within the general coverage of the Nebraska Business Corporation Act, Neb. Rev. Stat. § 21-2001 et seq. (Reissue 1991 & Cum. Supp. 1994), since rewritten as the Business Corporation Act, § 21-2001 et seq. (Reissue 1997).
The corporation act empowers district courts to liquidate a corporation in an action by a shareholder when the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent. § 21-2096(l)(b) (Reissue 1991). Neither our banking statutes nor the corporation act restricts the kinds of corporations that may be involuntarily, or judicially, dissolved by shareholder action.
Had the Legislature intended to exempt banking corporations from the purview of the corporation act in this regard, it could have so provided. It is a general principle of interpretation that the mention of one thing implies the exclusion of another: Expressio unius est exclusio alterius. Under this principle, it has been held that the enumeration of certain powers implies the exclusion of all others not fairly incidental to those enumerated and that an affirmative description of cases in which certain powers may be exercised implies a negative on the exercise of such powers in other cases. Harrington v. Grieser, 154 Neb. 685, 48 N.W.2d 753 (1951). Indeed, the Legislature has found occasion to specifically exclude banking corporations from the operation of certain provisions of the corporation act. For example, the Legislature specifically exempted shareholders of banks from the right to dissent and obtain payment for the fair value of their shares in the event of certain corporate actions. § 21-2079(3) (Reissue 1991).
We have applied general corporate law to banking corporations in several cases. Schmid v. Clarke, Inc., 245 Neb. 856, 515 N.W.2d 665 (1994), arose from the merger of two bank holding *130companies. The merger agreement provided for the payment of a premium to shareholders who signed a covenant not to compete. One of the minority shareholder plaintiffs claimed he was unfairly treated because he was not in the position to sign such a covenant, inasmuch as he served as president of a competing bank. Noting that he and his shareholder plaintiff wife neither attended the meeting called to vote on the merger nor voted against it, electing instead to surrender their stock and receive payment for it, we held that they were estopped from seeking redress for mistreatment. Although we observed that the plaintiffs had a statutory opportunity to object to the terms of the merger before the Department of Banking and Finance and to have a hearing thereon, we decided the case under general corporate law, relying on Dold Packing Co. v. Doermann, 293 F. 315 (8th Cir. 1923) (where party doing business with corporation expended time and money in reliance on actions of corporation, stockholders estopped from denying those actions), and Nerken v. Standard Oil Co. (Indiana), 810 F.2d 1230 (D.C. Cir. 1987) (minority shareholders of acquired corporation claiming they had not received fair price should have challenged merger before it was completed).
There are other instances in which the banking statutes being silent, we have applied the general law. Lauritzen v. Davis, 214 Neb. 547, 335 N.W.2d 520 (1983) (applying principles of contract and trust law in action by minority shareholder to determine which shareholders had contractual rights to buy certain bank stock); Farmers State Bank v. Petersburg State Bank, 108 Neb. 54, 187 N.W. 117 (1922) (applying contract law in enforcing covenant not to compete signed by bank stockholders and officers).
Of particular significance in illustrating that banking corporations are not governed solely by the banking statutes is our decision in McMillan v. Chadron State Bank, 115 Neb. 767, 214 N.W. 931 (1927), wherein we held that as the then Department of Banking had not taken possession of the bank, the bank did not have the authority to order a capital assessment against stockholders. Thus, McMillan establishes that the present Department of Banking and Finance can exercise only powers which have been statutorily granted to it. While our banking *131statutes require the consent of the department in the voluntary dissolution of a bank, Neb. Rev. Stat. § 8-184 (Reissue 1997), and give it the power to dissolve a bank that is found to be insolvent, § 8-187, they are silent on the matter of an involuntary dissolution of a bank sought by a shareholder.
Michie’s treatise on banks and banking notes that “[pjroceedings to dissolve banking corporations are usually regulated by statute in the various jurisdictions, and they can only be dissolved in the prescribed manner. But if the statute provides no method of procedure, that specified for ordinary actions should be followed.” (Emphasis in original.) 3 Michie on Banks and Banking § 46 at 191-92 (1996). Stated another way, it is not the province of a court to read into a statute something omitted by the Legislature, see Ledwith v. Bankers Life Ins. Co., 156 Neb. 107, 54 N.W.2d 409 (1952), and a court may not read an exception into a statute which the Legislature did not make, Siren v. State, 78 Neb. 778, 111 N.W. 798 (1907). Thus, if a state has not passed a statute providing a special procedure, then a court must apply the general statutes, in this instance the corporation act.
The Legislature’s requirement that banking organizations incorporate under state law, its willingness to specifically enumerate the exclusion of a shareholder’s right to dissent and obtain payment in the event of certain corporate actions, and its failure to exclude bank shareholders from the right to bring an action for involuntary, or judicial, dissolution clearly establish, under our rules of construction, that it intended bank shareholders to have such a right.
I recognize, as suggested by the bank and the Department of Banking and Finance as amicus curiae, that there are important policy considerations weighing against allowing minority shareholders in banking corporations to bring an action seeking corporate dissolution. Banks and other banklike institutions are the centers of economic activity in communities. “The very nature of banking is a quasi public business. The whole stream of commerce, whether interstate or intrastate, largely depends upon this business.” United States v. Doherty, 18 F. Supp. 793, 794 (D. Neb. 1937). Concern over the stability and management of banks and, in particular, a desire to protect depositors have *132led both state and federal governments to establish special procedures for banks, including creating the Federal Deposit Insurance Corporation (FDIC) and giving the state banking department the authority to audit banks and require periodic reports. It may therefore be that, as suggested, denying minority bank shareholders the right to file an action for dissolution of a bank is a logical extension of the state’s attempt to protect depositors and safeguard the stability of our banking system. But if that is so, it is the province of the Legislature, not of this court, to make that policy determination. See, Haman v. Marsh, 237 Neb. 699, 467 N.W.2d 836 (1991); State ex rel. Douglas v. Thone, 204 Neb. 836, 286 N.W.2d 249 (1979).
Having concluded that the corporation act permits a shareholder to bring an action to dissolve a corporation chartered as a commercial bank under our banking statutes, it seems to me I am obligated to consider the amicus’ claim that in any event, our law is preempted by federal law.
In that regard, I begin by noting that a state bank insured by the FDIC may voluntarily withdraw from membership in the Federal Reserve System by giving 6 months’ written notice to the system’s board of governors and surrendering all of its capital stock in the Federal Reserve bank. 12 U.S.C. § 328 (1994). Upon withdrawal as a member of the system, a bank may then voluntarily, upon giving the FDIC at least 90 days’ written notice, terminate its insured status with the FDIC. 12 U.S.C. § 1818(a)(1) (1994). However, no insured bank may “convert into a noninsured bank or institution” without the prior written consent of the FDIC. 12 U.S.C. § 1828(i)(3) (1994).
Termination of insured status is not a prerequisite to liquidating a bank. The grounds for FDIC consent in § 1828(i)(4) are relevant only if the bank planned to continue operating without FDIC insurance. Thus, the statement of the bank that
voluntary termination of the banks [sic] insured status, however, would result in the automatic forfeiture of the charter of the bank, and the bank would be liquidated and dissolved either voluntarily by its board of directors under the supervision of the Department of Banking, or involuntarily by the Department “as in cases of insolvency”
*133(emphasis in original), brief for appellee bank at 18-19, is a misstatement of Neb. Rev. Stat. § 8-702(5) (Reissue 1997). While that statute reads that “[t]he charter of any banking institution which fails to comply with the provisions of this section shall be automatically forfeited and such banking institution shall be liquidated and dissolved ...,”§ 8-702(3) specifically provides that state banks may continue operations without FDIC insurance provided they prominently advertise that they are not so protected.
Moreover, the argument that involuntary dissolution of the bank would change the control of the banking corporation and is thus prohibited without the prior consent of the FDIC constitutes a misreading of 12 U.S.C. § 1817(j)(l) (1994). That section refers to one acquiring control of a depository institution, which is not applicable to a dissolution proceeding. Federal banking law, particularly with reference to the FDIC, focuses on the handling of insolvent banks. The court was not directed to, nor have I found any federal statutory language that regulates procedures when a solvent bank goes through involuntary dissolution, or under the new terminology of our corporation act, judicial dissolution.
Thus, Nebraska law is not preempted by federal law in the area of the involuntary dissolution of a banking corporation that is unrelated to insolvency.
As we all know, summary judgment is proper only when the pleadings, depositions, admissions, stipulations, and affidavits in the record disclose that there is no genuine issue as to any material fact or as to the ultimate inferences that may be drawn from those facts and the moving party is entitled to judgment as a matter of law. Chalupa v. Chalupa, ante p. 59, 574 N.W.2d 509 (1998); Bargmann v. Soil Oil Co., 253 Neb. 1018, 574 N.W.2d 478 (1998). Inasmuch as the shareholder dissolution provisions of the corporation act apply to banking corporations, the bank is not entitled to judgment as a matter of law.
Accordingly, I would reverse the judgment of the district court and remand the cause for further proceedings.
White, C J., joins in this dissent.