MS Code § 83-30-29 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 30 - Larger Fraternal Benefit Societies|Article 5 - Governance|§ 83-30-29. Conversion of fraternal benefit society into a mutual or stock insurer

  Any domestic fraternal benefit society organized and doing business under the laws of this state may be converted and licensed as a mutual life or mutual life and disability insurance company by compliance with all the requirements of Section 83-31-15.   Any fraternal benefit society organized and doing business under the laws of this state may be converted into a stock like or stock life and disability company upon the terms and conditions as follows:   Whenever the supreme governing legislative body of any fraternal benefit society incorporated under the laws of this state shall, by a two-thirds (2/3) vote, determine that a change or conversion from a fraternal benefit society to a regular stock life or stock life and disability company shall be to the best interest of the society and its members, or when a majority of the members in good standing of any such domestic fraternal benefit society shall in writing signify their desire for such conversion, or in event the supreme governing legislative body of any fraternal benefit society prior to the adoption of this chapter has by proper resolution expressed its desire and purpose to change or convert said society into a level premium life insurance company, then in either event said fraternal benefit society may adopt and file with the commissioner an amendment or amendments to its articles of incorporation authorizing it to change or convert from a fraternal to a domestic stock life or stock life and disability company; and said amendment shall become operative upon its approval by the commissioner unless a later time be provided in said amendment. If the amendment is approved by the commissioner, he or she shall issue a certificate of approval in writing. Thereafter the company shall have legal existence as a domestic stock life or stock life and disability company as indicated by the amendment, may reorganize by the election of a board of directors and the adoption of bylaws, and proceed to transact the business of such company in accordance with and subject to all laws defining the powers and providing for the regulation of stock life insurance companies.   Provided, however, that no such conversion from a fraternal benefit society to a regular stock or disability company shall be had unless written notice of such proposed change be deposited in the United States mail, registered and postage prepaid, to every member of such fraternal benefit society at their last known post office address at least ninety (90) days before the proposed change or conversion is to be acted upon by the supreme governing body; but notice provided herein councils, or state or division grand lodges composed of delegates from branch councils or subordinate lodges, have by a two-thirds (2/3) vote already authorized or instructed its national council or supreme legislative governing body to change or convert their society into a level premium life insurance or disability company at the time this chapter becomes effective or when such proposed change to a stock life or stock life and disability company, before becoming effective, is submitted to and unanimously approved by the national council or supreme governing body of such fraternal society at a regular meeting of such national council or supreme governing body, or a special meeting of the national council or supreme governing body called by the national or supreme president for the purpose of considering such proposal. The national or supreme president of any such fraternal benefit society may prepare in writing a ballot and, on ninety (90) days' written notice to each member, take a referendum vote in writing as to any such proposed change or conversion. If two-thirds (2/3) of the membership by said referendum vote authorize the national council or supreme legislative governing body to change or covert the society into a stock life or stock life and disability company, then in that event the national council or supreme legislative governing body of said society may proceed to vote said change, and its action in the premises shall be binding upon all members. The amendment to the charter, the method of placing any surplus belonging to any such fraternal benefit society to capital stock, and the method of prorating the stock among membership in a way to protect the interests of all policyholders and members, shall be under the jurisdiction and approval of the commissioner.