§ 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.”

§ 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 […]

§ 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 […]

§ 83-31-107. Commissioner approval of conversion plan; public hearings

Not later than the ninetieth day after the date on which a mutual insurance company’s board of directors adopts a conversion plan, the company shall file with the commissioner: A copy of the conversion plan, including the documents relating to the conversion plan; The independent evaluation of a pro forma market value required by Section […]

§ 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 […]

§ 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 […]

§ 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 […]

§ 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.

§ 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 […]

§ 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 […]

§ 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 […]

§ 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 […]

§ 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 […]

§ 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 […]

§ 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 […]

§ 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 […]

§ 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 […]

§ 83-31-137. 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.

§ 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 […]

§ 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 […]