SEC. 83-41-105. Directors.
Corporations organized under this article shall not have capital stock, but shall have members as prescribed and contemplated by the terms and provisions of this article; and such members shall have the privileges provided for in this article. The subscribers to the articles of incorporation as the organizers of said corporation shall have power to elect the first board of directors, who shall serve for the terms prescribed in the next sentence of this section or until their successors are elected and qualified. One third of the members of said first board of directors shall be elected for a term of one year, one third for a term of two years and one third for a term of three years. Thereafterwards, directors shall be elected for terms of three years. Provisions shall be made for subsequent elections of directors, including the time and place of such elections and notice thereof to the membership by (1) resolution of the directors entered upon the minutes not less than sixty days before such election, designating the time and place of such election, such minutes to be open to the membership as hereinafter provided, or (2) by the time and place of such election being fixed by resolution of the directors, and notice thereof being mailed to the members at least fifteen days before the time fixed for such election. All minutes of the corporation with respect to the time and place fixed for any such election of directors shall be open to members at all reasonable times, but no notice of elections shall be necessary other than as herein provided. Each member shall be entitled to one vote in the election of directors. It shall be the duty of the directors to provide for elections as the terms of office of directors expire, and it shall be the duty of the commissioner of insurance as a part of his supervisory jurisdiction over such corporations to see that the directors faithfully perform this duty. If such directors shall fail to so provide for the election of directors, it shall be the duty of the commissioner of insurance to report this fact to the membership of the corporation and himself call a meeting of the membership for the election of directors; and the corporation shall forthwith, upon demand of the commissioner, reimburse him for all expenses incurred in the performance of these duties. A majority vote of the members present in person (or by proxy if proxy be provided for) and voting shall be required and shall be sufficient for the election of directors. Except for the right to receive benefits provided for under service contracts, death of a member or other loss of membership shall terminate all interest of a member in the assets of the corporation.
The membership of the corporation shall consist of the subscribers or contract holders of the corporation, holding contracts providing for hospital and/or medical and/or surgical services or benefits to be provided by the corporation, and the corporation shall issue certificates of membership to such contract holders.
The directors shall have power to adopt bylaws, elect officers and manage the affairs of the corporation. They shall also have the power to determine whether voting in the election of directors may be done by proxy and, if so, the manner and method thereof.
SOURCES: Codes, 1942, Sec. 5615-03; Laws, 1948, ch. 439, Sec. 3.
1997 Amendment
SECTION 2. Sections 83-41-101, 83-41-103, 83-41-105, 83-41-107, 83-41-109, 83-41-111, 83-41-113, 83-41-115, 83-41-117, 83-41-119, 83-41-121, 83-41-123, 83-41-125, 83-41-127, 83-41-129 and 83-41-131, Mississippi Code of 1972, which provide for the organization and regulation of nonprofit hospital, medical and surgical service corporations by the Commissioner of Insurance, are repealed.
SOURCE: 1997 Laws, Chapter 307, Sec 2, SB2066, Effective July 1, 1997.