reglab/housing_qa huggingface dataset:
MS Code § 83-31-103 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-103. Definitions

 As used in Sections 83-31-101 through 83-31-143, the following terms shall have the meaning ascribed herein unless the context indicates otherwise:   "Conversion plan" means a plan adopted under Sections 83-31-101 through 83-31-143 by the board of directors of a domestic mutual insurance company to convert the mutual insurance company into a stock company.   "Converted stock company" means a domestic stock insurance company that has converted under Sections 83-31-101 through 83-31-143 from a domestic mutual insurance company.   "Eligible member" means a member of a mutual insurance company whose policy is in force on the date that the mutual insurance company's board of directors adopts a conversion plan. The term does not include a person whose policy becomes effective after the date that the board of directors adopts the conversion plan but before the conversion plan's effective date.   "Mutual insurance company" means a domestic mutual insurance company formed under Section 83-31-1 et seq. except for domestic mutual insurance companies that have active life insurance or annuities products in force.   "Participating policy" means a policy that grants a holder the right to receive dividends or other distributions if, as and when, declared by the mutual insurance company that issued such policy.   "Stock company" means a domestic stock insurance company subject to Section 83-19-1 et seq.
MS Code § 83-31-105 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-105. Conversion plan adoption and approval

  A mutual insurance company that seeks to convert to a stock company must adopt, by the affirmative vote of not less than two-thirds (2/3) of the members of its board of directors, a conversion plan consistent with the requirements of Sections 83-31-101 through 83-31-143. A mutual insurance company may not engage in the business of insurance as a stock company until it complies with the requirements of Sections 83-31-101 through 83-31-143.   Before the eligible members of a mutual insurance company may vote on approval of a conversion plan, the mutual insurance company must comply with Section 83-31-107 and other applicable requirements under Sections 83-31-101 through 83-31-143.
MS Code § 83-31-109 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-109. Notice to eligible members and comments; amendment and termination of plan

  The conversion plan may be:   Amended by a vote of two-thirds (2/3) of the members of the board of directors of the applicant in response to the comments or recommendations of the commissioner or any other state or federal agency or governmental entity before any solicitation of proxies from members of the mutual insurance company to vote on the conversion plan or at any time with the consent of the commissioner, except that any material amendment after the members' approval shall require the members' approval; or   Terminated by a vote of two-thirds (2/3) of the members of the board of directors of the applicant at any time before members of the mutual insurance company vote on the conversion plan and, otherwise, at any time with the consent of the commissioner.       Within twenty (20) business days after filing with the commissioner the documents required under Section 83-31-107(1), the mutual insurance company shall send to each eligible member a notice advising the eligible member of the adoption and filing of the conversion plan and of the member's right to provide to the commissioner and the mutual insurance company comments on the plan.   As an alternative to the notice required under paragraph (a) of this subsection, the mutual insurance company may use any other means which is reasonably designed to provide notice to eligible members and which alternative means of providing notice is approved by the commissioner.   The notice required under paragraphs (a) or (b) of this subsection shall include a description of the procedure to be used in making comments.     An eligible member who elects to make comments must make the comments in writing (a) if notice is sent to each eligible member, not later than the thirtieth day after the date on which the notice is sent; or (b) if an alternative means of providing notice is approved by the commissioner, not later than such date for receipt of comments approved by the commissioner.
MS Code § 83-31-111 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-111. Member meeting notice for voting on conversion plan

  Within sixty (60) days after the commissioner's approval of the plan, the mutual insurance company shall send to each eligible member notice of the members' meeting to vote on the conversion plan. The notice must be sent to the member's last known address, as shown on the mutual insurance company's records, before the thirtieth day preceding the date set for the meeting. The notice shall:   Briefly but fairly describe the material terms and provisions of the proposed conversion plan; and   Inform the member of the member's right to vote on the conversion plan.     If the meeting to vote on the conversion plan is held during the mutual insurance company's annual meeting of policyholders, only a combined meeting notice is required.
MS Code § 83-31-113 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-113. Member votes on plan and amending or restating articles of association

  A conversion plan is adopted on receiving the affirmative vote of at least two-thirds (2/3) of the votes cast in person or by proxy by eligible members at a duly convened meeting to consider the plan of conversion.   Members entitled to vote on the proposed conversion plan may vote in person or by proxy. The number of votes each eligible member may cast shall be determined by the mutual insurance company's bylaws. If the bylaws are silent, each eligible member may cast one (1) vote.   At the meeting held to vote on the conversion plan, the members shall also consider the adoption of amended or restated articles of association. Adoption of the amended or restated articles requires the affirmative vote of at least two-thirds (2/3) of the votes cast in person or by proxy by eligible members.
MS Code § 83-31-115 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-115. Filing minutes concerning member plan adoption meeting

 Not later than the thirtieth day after the date on which the eligible members adopt the conversion plan at a duly convened meeting, the converted stock company shall file with the commissioner the minutes of the meeting of the eligible members at which the conversion plan was adopted.
MS Code § 83-31-117 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-117. Conversion plan requirements; effect on existing policies; nonparticipating policies

  Each conversion plan must include the provisions required by Sections 83-31-101 through 83-31-143 and by any rules or regulations adopted by the commissioner.   Each policy in effect on the effective date of the conversion remains in effect under the terms of that policy, except that the following rights, to the extent they existed in the mutual insurance company, are extinguished on the effective date of the conversion:   Any voting rights of policyholders provided under the policy;   Except as provided in subsection (3) of this section, a right to share in the surplus or profits of the mutual insurance company; and   Any assessment provisions provided under the policy.     Except as otherwise provided by Section 83-31-143, the holder of a participating policy in effect on the date of the conversion continues to have a right to receive dividends or distributions as provided by the participating policy.   Except for the mutual insurance company's guaranteed renewable accident and health policies and guaranteed renewable, noncancellable accident and health policies, on the renewal date of a participating policy, the converted stock company may issue the insured a nonparticipating policy as a substitute for the participating policy on such terms and conditions and on such policy forms as shall be approved by the commissioner.
MS Code § 83-31-119 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-119. Subscription rights and alternatives

  Except for an alternative plan under Section 83-31-127, each conversion plan must specify the subscription rights of eligible members.   The plan must include a provision that:   Each eligible member is to receive, without payment by the member, nontransferable subscription rights to purchase a portion of the capital stock of the converted stock company, including a method for determining the number of shares which may be purchased; and   In the aggregate, all eligible members have the right, before the right of any other party, to purchase one hundred percent (100%) of the capital stock of the converted stock company; however, that such plan may provide for the sale or distribution of capital stock to the holders of surplus notes, if any, but only upon such terms and conditions as may be approved by the commissioner.     As an alternative to subscription rights in the converted stock company, the conversion plan may provide that each eligible member is to receive, without payment by the member, nontransferable subscription rights to purchase a portion of the capital stock of one of the following:   A corporation organized for the purpose of purchasing and holding all the stock of the converted stock company;   A stock insurance company owned by the mutual insurance company into which the mutual insurance company is to be merged; or   An unaffiliated stock insurance company or other corporation that is to purchase all the stock of the converted stock company.     The conversion plan must provide that the subscription rights are allocated in whole shares among the eligible members using a fair and equitable method, with such exceptions and other terms and conditions as the commissioner may approve. The method may consider, but is not required to consider, how the different classes of policies of the eligible members contributed to the surplus of the mutual insurance company or any other factors that may be fair or equitable as determined by the board of directors.   The conversion plan must provide a fair and equitable means for allocating shares of capital stock in the event of an oversubscription to shares by eligible members exercising subscription rights under this section.   Notwithstanding any other provision of Sections 83-31-47 or 83-31-101 through 83-31-181 to the contrary, no officer, director or employee of any insurer reorganizing under any provision of Sections 83-31-47 or 83-31-101 through 83-31-181 shall be eligible to receive subscription rights to, purchase or acquire any stock in the reorganized stock insurance company under any plan except in accordance with his rights as an eligible member, and then he shall receive only such rights as are received by other similarly situated eligible members.
MS Code § 83-31-121 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-121. Capital stock sales and restrictions

  The conversion plan must provide that any shares of capital stock not sold or distributed to holders of surplus notes, or subscribed to by eligible members exercising subscription rights under Section 83-31-119, may be sold in a private placement, public offering or other alternative method approved by the commissioner.   The conversion plan must set the total price of the capital stock in an amount equal to the estimated pro forma market value of the converted stock company based on an independent valuation by a qualified expert, giving consideration to the amount of capital deemed necessary by the board of directors to be raised by the company. The pro forma market value may be the value estimated to be necessary to attract full subscription for the shares, as indicated by the independent valuation, and may be stated as a range of values.   The conversion plan shall set the purchase price per share of capital stock at any reasonable amount approved by the commissioner. The purchase price per share need not be the same for each class of purchaser; however, eligible members purchasing stock in accordance with subscription rights received under Section 83-31-119 shall have the right to purchase shares at the lowest available purchase price under the plan.   The conversion plan must provide that a person or group of persons acting in concert may not acquire, in the public offering or private placement or through the exercise of subscription rights, more than ten percent (10%) of the capital stock of the converted stock company except with the approval of the commissioner. This limitation does not apply to an entity that purchases one hundred percent (100%) of the capital stock of the converted company as part of the conversion plan approved by the commissioner.
MS Code § 83-31-125 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-125. Liquidation account to be created

 The conversion plan may provide for the creation of a liquidation account for the benefit of members in the event of voluntary liquidation after conversion in an amount equal to the surplus of the mutual insurance company, exclusive of the principal amount of any surplus note, on the last day of the quarter immediately preceding the date of adoption of the conversion plan.
MS Code § 83-31-127 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-127. Alternative conversion plans that do not rely on nontransferable subscription rights

  The board of directors may adopt a conversion plan that does not rely wholly or partially on issuing nontransferable subscription rights to members to purchase stock of the converted stock company if the commissioner finds that the alternative conversion plan complies with Section 83-31-107(3).   An alternative conversion plan may:   Include the merger of a domestic mutual insurance company into a domestic or foreign stock insurance company;   Provide for issuing stock, cash, or other consideration to members instead of subscription rights;   Provide for the formation of a mutual holding company under Section 83-31-145 et seq.; or   Set forth another plan containing any other provisions approved by the commissioner.     The commissioner may retain, at the mutual insurance company's expense, a qualified expert or experts, including but not limited to appraisers, actuaries, accountants and attorneys, not otherwise a part of the commissioner's staff to assist in reviewing whether the alternative conversion plan may be approved by the commissioner.
MS Code § 83-31-129 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-129. Requirements for conversion plan to take effect; member rights

  For a conversion plan to take effect:   The commissioner must approve the conversion plan; and   The eligible members must approve the conversion plan and adopt the amended or restated articles of association.     A conversion plan takes effect when the amended or restated articles of association are filed with and approved by the commissioner and also filed with the Mississippi Secretary of State or at such other delayed effective time and date as specified in the amended or restated articles of association as filed.     On issuance of a policy after a conversion plan has been adopted by the board of directors but before the effective date of the conversion plan, the mutual insurance company shall send to the member to whom the policy is issued a written notice regarding the conversion plan.   Except as provided by paragraph (d) of this subsection, a member of an accident and health insurance company entitled to receive the notice described by paragraph (a) of this subsection is entitled to rescind the member's policy and receive a full refund of any amount paid for the policy not later than the ten (10) days after the date on which the member receives the notice.   Except as provided by paragraph (d) of this subsection, each member who is insured under a property or casualty insurance policy is entitled to receive the notice provided by paragraph (a) of this subsection and shall be advised of the member's right to cancel the policy and receive a pro rata refund of unearned premiums.   A member who has made or filed a claim under the insurance policy is not entitled to a right to receive a refund under paragraph (b) or (c) of this subsection. A person who has exercised the rights provided by paragraph (b) or (c) of this subsection is not entitled to make or file a claim under the insurance policy.
MS Code § 83-31-131 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-131. Results on plan effective date

  On the effective date of the conversion:   The corporate existence of the mutual insurance company continues in the converted stock company; and   All assets, rights, franchises and interests of the mutual insurance company in and to property, real, personal or mixed, and any accompanying things in action, are vested in the converted stock company, without a deed or transfer, and the converted stock company assumes all the obligations and liabilities of the mutual insurance company.     Unless otherwise specified in the conversion plan, the directors and officers of the mutual insurance company serving on the effective date of the conversion serve as directors and officers of the converted stock company until new directors and officers of the converted stock company are elected under the articles of association and bylaws of the converted stock company.
MS Code § 83-31-133 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-133. Fees, costs and expenses

  A director, officer, agent or employee of the mutual insurance company may not receive a fee, commission or other consideration, other than that person's usual salary or compensation, for aiding, promoting or assisting in a conversion under Sections 83-31-101 through 83-31-143, except as provided by the conversion plan approved by the commissioner.   All the costs and expenses connected with a conversion plan shall be paid for or reimbursed by the mutual insurance company or the converted stock company.
MS Code § 83-31-135 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-135. Good faith failure to provide notice

 If the mutual insurance company complies substantially and in good faith with the notice requirements of Sections 83-31-47 or 83-31-101 through 83-31-181, the mutual insurance company's failure to send a member the required notice under Section 83-31-109(2)(a) or Section 83-31-111(1) does not impair the validity of any action taken under Sections 83-31-47 or 83-31-101 through 83-31-181.
MS Code § 83-31-137 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-137. Actions challenging validity

 An action challenging the validity of or arising out of acts taken or proposed to be taken regarding a conversion plan under Sections 83-31-101 through 83-31-143 must begin in the Chancery Court of the First Judicial District of Hinds County, Mississippi, not later than the thirtieth day after the effective date of the conversion plan.
MS Code § 83-31-139 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-139. Insolvent companies or companies in financially hazardous condition; waiver

  If a mutual insurance company is insolvent or, in the judgment of the commissioner, is in hazardous financial condition, its board of directors, by a majority vote, may petition the commissioner to waive the provisions of Sections 83-31-101 through 83-31-143 requiring notice to and policyholder approval of the planned conversion.   The petition must specify the method and basis for the issuance of the converted stock company's shares of its capital stock to an independent party in connection with an investment by the independent party in an amount sufficient to restore the converted stock company to a sound financial condition.   The conversion may be accomplished without payment of consideration to past, present or future policyholders, but only if the petition makes such a specific request and the commissioner finds that the value of the mutual insurance company is insufficient to warrant that consideration.
MS Code § 83-31-141 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-141. Requirements for acquiring control; converted company rights, privileges and compliance

  A mutual insurance company may not be permitted to convert under Sections 83-31-101 through 83-31-143 if, as a direct result of the conversion, any person or any affiliate acquires control of the converted stock company, unless that person or the affiliate complies with the requirements of Section 83-6-1 et seq.   Except as otherwise specified in Sections 83-31-47 or 83-31-101 through 83-31-181, a converted stock company has all of the rights and privileges and is subject to all of the requirements and regulations imposed on stock companies formed under the laws of this state but may not exercise rights or privileges that other stock companies may not exercise.
MS Code § 83-31-143 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 31 - Mutual Companies|Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act|§ 83-31-143. Endorsement or rider extinguishing policy rights

 A mutual insurance company, by endorsement or rider approved by the commissioner and delivered to the policyholder, may simultaneously with or at any time after the adoption of a conversion plan amend any outstanding insurance policy to evidence the extinguishment of the rights, if any, of the holder of the policy as described in the plan of conversion approved by the commissioner. However, such an amendment is void if the conversion plan does not take effect.