reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › IN GENERAL (§§ 83-31-1 — 83-31-47) › Section 83-31-39 - Admission of foreign mutual companies

Any mutual insurance company organized outside of this state and authorized to transact the business of insurance on the mutual plan in any state, district, or territory, except foreign mutual life insurance companies doing business upon the legal reserve plan, shall be admitted and licensed to transact the kinds of insurance authorized by its charter or articles of association to the extent and with the powers and privileges specified in this chapter when it shall be solvent under this chapter and shall have complied with the following requirements:
(a)
Filed with the commissioner a certified copy of its charter or articles of association;
(b)
Filed with the commissioner a copy of its bylaws certified to by its secretary;
(c)
Appointed the commissioner its agent for the service of process in any action, suit, or proceedings in any court of this state, which authority shall continue as long as any liability shall remain outstanding in this state;
(d)
Filed a financial statement under oath, in such form as the commissioner may require, and have complied with other provisions of law applicable to the filing of papers and furnishing information by stock companies on application for authority to transact the same kind of insurance;
(e)
If organized without the United States, make and maintain the deposit required of stock insurance companies formed without the United States transacting the same kind of insurance. Upon compliance by any such foreign company with the provisions in this section, such company shall be licensed and authorized to transact business in this state, subject to all the provisions of law relating to information to and examinations by the commissioner, annual reports, taxes, and the renewal of license applicable to stock insurance companies transacting the same kind of insurance, except as otherwise provided in this chapter.
Codes, Hemingway's 1921 Supp. § 5209p; 1930, § 5287; 1942, § 5801; Laws, 1918, ch. 157.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › IN GENERAL (§§ 83-31-1 — 83-31-47) › Section 83-31-41 - Annual reports

Every such mutual insurance company shall make its annual report in such form and submit to such examinations as may be required by the commissioner of insurance. As far as practicable, such examinations of foreign mutual insurance companies shall be made in co-operation with the insurance departments of other states, and the forms of annual report shall be such as are in general use throughout the United States.
Codes, Hemingway's 1921 Supp. § 5209q; 1930, § 5288; 1942, § 5802; Laws, 1918, ch. 157.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › IN GENERAL (§§ 83-31-1 — 83-31-47) › Section 83-31-43 - Applicability of other laws

(1)
Except as expressly exempted by this chapter, all mutual companies organized or admitted to do business in this state shall be subject to any and all other laws of this state governing insurance companies.
(2)
All laws enacted whereby the Commissioner of Insurance of the State of Mississippi is granted general authority as to reports, audits, regulations, supervisions, reorganizations or liquidations shall be applicable to all public and private corporations, boards or associations organized under the provisions of this title and chapter regardless of any provisions of law or statute to the contrary.
Codes, Hemingway's 1921 Supp. § 5209r; 1930, § 5289; 1942, § 5803; Laws, 1918, ch. 157; Laws, 1994, ch. 422, § 3, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › IN GENERAL (§§ 83-31-1 — 83-31-47) › Section 83-31-45 - Taxation of premium receipts

(1)
The taxable premium or premium receipts of any mutual insurance company organized or admitted in this state under this chapter for the purpose of taxation under any law of this state shall be the gross premiums received for direct insurance upon property or risks in this state, deducting premiums upon policies not taken and premiums returned on cancelled policies and also any refund or return made to the policyholder other than for loss. Such mutual insurance companies shall pay into the State Treasury through the State Tax Commission a premium tax in accordance with the provisions of Section
27-15-103
et seq.
(2)
In the event that the Mississippi Supreme Court or another court finally adjudicates that any tax levied prior to July 1, 1985, under the provisions of this section was collected unconstitutionally and that a liability for a credit or refund for such collection has accrued, then the rate of tax set forth above shall be increased to four percent (4%) for a period of six (6) years beginning July 1 following such adjudication.
Codes, Hemingway's 1921 Supp. § 5209s; 1930, § 5290; 1942, § 5804; Laws, 1918, ch. 157; Laws, 1978, ch. 441, § 5; Laws, 1982, ch. 351, § 17; Laws, 1983, ch 452, § 1; Laws, 1985, ch. 530, § 4; Laws, 1997, ch. 324, § 4, eff. 7/1/1997.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › IN GENERAL (§§ 83-31-1 — 83-31-47) › Section 83-31-47 - Merger with foreign mutual insurance company

(1)
A domestic mutual insurance company may effect a merger with one or more domestic mutual insurance companies, or with one or more foreign mutual insurance companies, if such merger is authorized by the laws of the state under which each such foreign company is organized.
(2)
The Commissioner of Insurance shall review and approve the plan to merge the mutual insurance companies before submission of the plan to the eligible members for their consideration and vote. The plan must be approved by two-thirds (2/3) of those eligible members who vote in person or by proxy at a duly called eligible members' meeting to consider the plan of merger. The commissioner may require mutual companies to comply with appropriate requirements as that analogous to those of a stock company merger under Sections
83-6-24
and
83-19-99
.
Laws, 1998, ch. 576, § 41, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-101 - Short title

The provisions of Sections
83-31-101
through
83-31-181
may be cited as the "Mississippi Mutual Insurance Company Conversion, Reorganization and Merger Act."
Laws, 1998, ch. 576, § 1, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 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:
(a)
"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.
(b)
"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.
(c)
"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.
(d)
"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.
(e)
"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.
(f)
"Stock company" means a domestic stock insurance company subject to Section
83-19-1
et seq.
Laws, 1998, ch. 576, § 2, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-105 - Conversion plan adoption and approval

(1)
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
.
(2)
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
.
Laws, 1998, ch. 576, § 3, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-109 - Notice to eligible members and comments; amendment and termination of plan

(1)
The conversion plan may be:
(a)
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
(b)
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.
(2)
(a)
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.
(b)
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.
(c)
The notice required under paragraphs (a) or (b) of this subsection shall include a description of the procedure to be used in making comments.
(3)
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.
Laws, 1998, ch. 576, § 5, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-111 - Member meeting notice for voting on conversion plan

(1)
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:
(a)
Briefly but fairly describe the material terms and provisions of the proposed conversion plan; and
(b)
Inform the member of the member's right to vote on the conversion plan.
(2)
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.
Laws, 1998, ch. 576, § 6, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-113 - Member votes on plan and amending or restating articles of association

(1)
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.
(2)
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.
(3)
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.
Laws, 1998, ch. 576, § 7, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 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.
Laws, 1998, ch. 576, § 8, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-117 - Conversion plan requirements; effect on existing policies; nonparticipating policies

(1)
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.
(2)
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:
(a)
Any voting rights of policyholders provided under the policy;
(b)
Except as provided in subsection (3) of this section, a right to share in the surplus or profits of the mutual insurance company; and
(c)
Any assessment provisions provided under the policy.
(3)
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.
(4)
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.
Laws, 1998, ch. 576, § 9, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-119 - Subscription rights and alternatives

(1)
Except for an alternative plan under Section
83-31-127
, each conversion plan must specify the subscription rights of eligible members.
(2)
The plan must include a provision that:
(a)
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
(b)
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.
(3)
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)
A corporation organized for the purpose of purchasing and holding all the stock of the converted stock company;
(b)
A stock insurance company owned by the mutual insurance company into which the mutual insurance company is to be merged; or
(c)
An unaffiliated stock insurance company or other corporation that is to purchase all the stock of the converted stock company.
(4)
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.
(5)
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.
(6)
Notwithstanding any other provision of Section
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 Section
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.
Laws, 1998, ch. 576, § 10, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-121 - Capital stock sales and restrictions

(1)
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.
(2)
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.
(3)
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.
(4)
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.
Laws, 1998, ch. 576, § 11, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 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.
Laws, 1998, ch. 576, § 12, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-127 - Alternative conversion plans that do not rely on nontransferable subscription rights

(1)
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)
.
(2)
An alternative conversion plan may:
(a)
Include the merger of a domestic mutual insurance company into a domestic or foreign stock insurance company;
(b)
Provide for issuing stock, cash, or other consideration to members instead of subscription rights;
(c)
Provide for the formation of a mutual holding company under Section
83-31-145
et seq.; or
(d)
Set forth another plan containing any other provisions approved by the commissioner.
(3)
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.
Laws, 1998, ch. 576, § 13, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-129 - Requirements for conversion plan to take effect; member rights

(1)
For a conversion plan to take effect:
(a)
The commissioner must approve the conversion plan; and
(b)
The eligible members must approve the conversion plan and adopt the amended or restated articles of association.
(2)
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.
(3)
(a)
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.
(b)
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.
(c)
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.
(d)
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.
Laws, 1998, ch. 576, § 14, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-131 - Results on plan effective date

(1)
On the effective date of the conversion:
(a)
The corporate existence of the mutual insurance company continues in the converted stock company; and
(b)
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.
(2)
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.
Laws, 1998, ch. 576, § 15, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-133 - Fees, costs and expenses

(1)
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.
(2)
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.
Laws, 1998, ch. 576, § 16, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 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 Section
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 Section
83-31-47
or
83-31-101
through
83-31-181
.
Laws, 1998, ch. 576, § 17, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 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.
Laws, 1998, ch. 576, § 18, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-139 - Insolvent companies or companies in financially hazardous condition; waiver

(1)
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.
(2)
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.
(3)
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.
Laws, 1998, ch. 576, § 19, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-141 - Requirements for acquiring control; converted company rights, privileges and compliance

(1)
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.
(2)
Except as otherwise specified in Section
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.
Laws, 1998, ch. 576, § 20, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 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.
Laws, 1998, ch. 576, § 21, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-145 - Definitions applicable to mutual insurance holding company provisions

As used in Sections
83-31-145
through
83-31-181
, the following items shall have the meaning ascribed herein unless the context indicates otherwise:
(a)
"Mutual insurance holding company" means an incorporated entity without permanent capital stock that is organized under Section
83-31-145
et seq. and whose members are determined in accordance with such provisions.
(b)
"Subsidiary insurance company" means a stock insurance company, the majority of the voting shares of the capital stock of which are at all times owned by a mutual insurance holding company. For these purposes, "majority of the voting shares of the capital stock" means shares of the capital stock of a company which carry the right to cast a majority of the votes entitled to be cast by all of the outstanding shares of the capital stock for the election of directors, other than securities having voting power only because of the occurrence of a contingency. The ownership of a majority of the voting shares of the capital stock of a former mutual insurance company reorganized under Sections
83-31-145
through
83-31-181
which voting shares are required by Sections
83-31-145
through
83-31-181
to be at all times owned by a mutual insurance holding company includes indirect ownership through one or more intermediate holding companies. However, indirect ownership through one or more intermediate holding companies shall not result in a mutual insurance holding company owning less than the equivalent of a majority of the voting shares of the capital stock of the former mutual reorganized insurance company.
(c)
"Intermediate holding company" means a holding company which is a subsidiary of a mutual insurance holding company and which directly or through a subsidiary intermediate holding company owns a majority of the voting shares of the capital stock of one or more subsidiary insurance companies.
(d)
"Plan of reorganization" means a plan adopted under Sections
83-31-145
through
83-31-181
by the board of directors of a domestic mutual insurance company to reorganize as provided in Section
83-31-151
.
(e)
"Mutual insurance company" means a domestic mutual insurance company formed pursuant to Section
83-31-1
et seq. except for domestic mutual insurance companies that have active life insurance or annuities products in force.
Laws, 1998, ch. 576, § 22, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-149 - Domestic mutual insurance holding company powers and compliance with nonprofit private corporation provisions

Domestic mutual insurance holding companies shall have all the powers and authority and shall be subject to the requirements applicable to Mississippi nonprofit private corporations under Section
79-11-101
et seq., except:
(a)
A mutual insurance holding company shall be organized exclusively under Sections
83-31-145
through
83-31-181
and shall be a mutual company without capital stock.
(b)
The articles of association of the mutual insurance holding company and any amendment to such articles or restatement of such articles shall be subject to the approval of the commissioner for compliance with the provisions of Sections
83-31-145
through
83-31-181
before filing with the Mississippi Secretary of State and shall contain the name of the mutual insurance holding company, which shall include the word "mutual."
(c)
To the extent that the provisions of Section
79-11-101
et seq. conflict with the provisions of Section
83-31-47
or
83-31-101
through
83-31-181
, the insurance laws of the State of Mississippi or the regulations of the commissioner, then such provisions of Section
83-31-47
or
83-31-101
through
83-31-181
, the insurance laws of the State of Mississippi or the regulations of the commissioner shall control.
Laws, 1998, ch. 576, § 24, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-151 - Reorganization and subsidiaries

(1)
A domestic mutual insurance company, by itself or together with one or more other mutual insurance companies, under a plan of reorganization, may reorganize as a mutual insurance holding company system that must consist of a mutual insurance holding company and one or more controlled subsidiaries and which may consist of one or more intermediate stock holding companies and other subsidiaries as permitted by Section
83-6-1
et seq. The reorganization may be effected by the organization of one or more companies, amendment or restatement of the articles of association and bylaws of one or more companies, transfer of assets and liabilities among two (2) or more companies, issuance, acquisition or transfer of capital stock of one or more companies or merger or consolidation of two (2) or more companies. On and after the effective date of a plan of reorganization, the mutual insurance holding company shall at all times own, directly or indirectly, a majority of the voting shares of each controlled subsidiary and any intermediate stock holding company.
(2)
All of the initial shares of the capital stock of the insurance company which reorganized as a subsidiary insurance company shall be issued either to the mutual insurance holding company or to an intermediate holding company which is wholly owned by the mutual insurance holding company. This restriction does not preclude the subsequent issuance of additional shares of stock by an intermediate holding company or the subsidiary insurance company, subject to the approval of the commissioner and compliance with applicable law, so long as the mutual insurance holding company at all times owns directly or through one or more intermediate holding companies, a majority of the voting shares of the capital stock of the subsidiary insurance company. The membership interests of the policyholders of the subsidiary insurance company shall become membership interests in the mutual insurance holding company in accordance with the plan of reorganization. Policyholders of the subsidiary insurance company which was formerly the mutual insurer shall be members of the mutual insurance holding company in accordance with the plan of reorganization and the articles of association and bylaws of the mutual insurance holding company.
Laws, 1998, ch. 576, § 25, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-155 - Dividends and distributions to members

A mutual insurance holding company shall not be authorized to pay dividends or make distributions to mutual insurance holding company members except as may be expressly approved by the commissioner. Neither the adoption nor the implementation of a plan of reorganization leading to the formation of a mutual holding company shall be deemed to give rise to any obligation by or on behalf of a mutual insurance company to make any distribution or payment to any member or policyholder or to any other person, fund or entity of any nature whatsoever in connection with the ownership, control, benefits, policies, purpose, or nature of the mutual insurance company or otherwise.
Laws, 1998, ch. 576, § 27, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-159 - Filing and approval of articles of association

(1)
No mutual insurance holding company shall be formed unless its articles of association are approved by the commissioner before filing the articles of association with the Mississippi Secretary of State as provided by law.
(2)
The articles of association shall be effective when 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 articles of association as filed.
Laws, 1998, ch. 576, § 29, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-161 - Amending articles of association

(1)
A domestic mutual insurance holding company may amend its articles of association by vote of a majority of those members present or represented by proxy at a lawful meeting of its members if the notice given members included due notice of the proposal to amend.
(2)
Upon adoption of an amendment, the articles of amendment shall be effective when 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 articles of amendment.
Laws, 1998, ch. 576, § 30, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-163 - Bylaws

(1)
The initial board of directors of a mutual insurance holding company shall adopt bylaws.
(2)
The bylaws shall provide:
(a)
That each member is entitled to one (1) vote upon each matter coming to a vote at meetings of members or to more votes in accordance with a reasonable classification of members as set forth in the bylaws and based upon the amount of insurance in force with the mutual insurance holding company's subsidiaries or upon the amount of the premiums paid to the mutual insurance holding company's subsidiaries by such member or upon other reasonable factors. The bylaws shall provide that a member has the right to vote in person or by his written proxy. The bylaws may specify the mode of voting by proxy and other requirements relating to voting by proxy consistent with procedures used by mutual insurance companies in accordance with Section
83-31-9
et seq.
(b)
For the election of directors by the members and the number, qualifications, terms of office, subject to the requirements of Section
83-31-165
.
(c)
For the time, notice and conduct of annual and special meetings of members and voting thereat.
(d)
For the number, designation, election, terms and powers and duties of the respective corporate officers.
(e)
For deposit, custody and disbursement of and accounting for corporate funds.
(f)
That a quorum at all annual and special meetings of members shall consist of all members present and voting in person or by proxy, after due notice of such meeting.
(g)
For any other reasonable provisions customary, necessary or convenient for the management or regulation of the company's corporate affairs not inconsistent with law.
(3)
Within thirty (30) days of adoption of any bylaws or any modification thereof or addition thereto, a mutual insurance holding company shall file with the commissioner a copy, certified by the mutual insurance holding company's secretary, of such bylaws and of every modification thereof or addition thereto, which shall be subject to the approval of the commissioner. The insurer shall not, after receiving written notice of such disapproval and during the existence thereof, effectuate any bylaw provision disapproved by the commissioner.
Laws, 1998, ch. 576, § 31, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-165 - Directors

(1)
The affairs of every mutual insurance holding company shall be managed by not less than five (5) directors.
(2)
Directors shall be elected by the members of the mutual insurance holding company at the annual meeting of members. Directors may be elected for terms of not more than three (3) years each and until their successors are elected and have qualified, and, if to be elected for terms of more than one (1) year, the mutual insurance holding company's bylaws may provide for a classified board under which the terms of a proportionate part of the members of the board of directors shall expire on the date of each annual meeting of members.
(3)
If so provided in a mutual insurance holding company's bylaws, a director of such mutual insurance holding company must be a policyholder of a subsidiary insurance company of the mutual insurance holding company.
Laws, 1998, ch. 576, § 32, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-167 - Dissolution, liquidation, commissioner jurisdiction and investments

(1)
A mutual insurance holding company and, if applicable, an intermediate holding company shall not be dissolved or liquidated without the approval of the commissioner.
(2)
The commissioner shall retain jurisdiction over a mutual insurance holding company incorporated in this state and, if applicable, an intermediate holding company, to assure that policyholder interests are protected, including, but not limited to, regulation of the solvency of such companies.
(3)
Subject to the limitations of Section
83-6-2
, a mutual insurance holding company formed under Section
83-31-47
or
83-31-101
through
83-31-181
may (a) invest in the stock or debt securities of one or more intermediate holding companies; (b) invest in the stock or debt securities of one or more domestic or foreign insurance companies; (c) exercise any power or engage in any transaction or activity permitted by Section
83-31-157
or other provision applicable to mutual insurance holding companies; and (d) invest in any corporation, partnership, limited liability company, business trust or other entity permitted for a mutual insurance company under the laws of this state.
Laws, 1998, ch. 576, § 33, eff. 7/1/1998.