Mississippi § 83-29-71 - Conversion of fraternal benefit societies into stock companies.

§ 83-29-71. Conversion of fraternal benefit societies into stock companies.

Any fraternal benefit society organized and doing business under the laws of this state may be converted into a stock life 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 insurance commissioner of Mississippi 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 insurance commissioner unless a later time be provided in said amendment. If the amendment is approved by the insurance commissioner, he shall issue his 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 be 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 his 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 the notice provided herein shall not apply to or be required of any fraternal society whose district 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 before March 19, 1926, 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 at 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 convert 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 the membership in a way to protect the interests of all policyholders and members, shall be under the jurisdiction of the insurance commissioner and subject to his approval.