House Bill 1326

AN ACT TO AMEND SECTION 83-31-9, MISSISSIPPI CODE OF 1972, TO REQUIRE MUTUAL COMPANIES TO ESTABLISH NOTICE REQUIREMENTS FOR ANNUAL AND SPECIAL MEETINGS; TO ESTABLISH VOTING BY PROXY REQUIREMENTS; TO BRING FORWARD SECTION 83-31-163, MISSISSIPPI CODE OF 1972, FOR THE PURPOSE OF POSSIBLE AMENDMENT; AND FOR RELATED PURPOSES.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:

SECTION 1. Section 83-31-9, Mississippi Code of 1972, is amended as follows:

83-31-9. The company shall have legal existence from the approval and filing of such articles in the office of the commissioner. The board of directors named in such articles may thereupon adopt bylaws and proceed to transact the business of such company, provided that no insurance shall be put into force until the company has been licensed to transact insurance as provided by this chapter. The company shall have succession for the time limited in its articles of association; * * * shall provide the time, notice, quorum and conduct of annual and special meetings of members; a member shall have the right to vote in person or by his or her written proxy made not less than thirty (30) days before the meeting, and no such proxy shall be made irrevocable for longer than a period of eleven (11) months; may elect all necessary officers and prescribe the duties and tenure of officers; may sue and be sued and prosecute and be prosecuted to judgment and satisfaction before any court; may have a corporate seal; may contract and be contracted with within the limits of its corporate powers; may buy, hold and sell real estate and personal property; may borrow money and secure the payment of same by mortgage or otherwise.

SECTION 2. Section 83-31-163, Mississippi Code of 1972, is brought forward as follows:

83-31-163. (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.

(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.

SECTION 3. This act shall take effect and be in force from and after July 1, 2025.