SEC. 83-41-129. Conversion of existing service corporations into nonprofit corporations.
Any corporation heretofore or hereafter organized and operating under sections 83-41-1 to 83-41-19, desiring to become a nonprofit corporation of the kind and character described in this article and to operate under and pursuant to the terms of this article, may convert its organization into such nonprofit corporation under this article in the following manner, to-wit:
(a) File a written application with the commissioner of insurance annexing thereto copies of (1) its articles of incorporation or new or amended articles of incorporation; (2) its bylaws; (3) its form of contract between the corporation and participating hospitals, showing the terms under which hospital service is to be furnished to subscribers; (4) its contracts with subscribers, showing a table of the rates charged and the benefits to which subscribers are entitled; and (5) a financial statement of the corporation, including the amounts of contribution paid or agreed to be paid to the corporation for working capital, the name or names of each contributor, and the terms of each contribution.
(b) File with said application a statement of its plan of operation in such detail as the commissioner may require.
(c) File with said application certified copy of resolution of stockholders representing one hundred percent of all outstanding capital stock of said corporation, approving the application to convert said corporation into a nonprofit corporation under the terms of this article, and authorizing the filing of such application, together with agreement of such stockholders to convey and surrender up to the corporation for cancellation their respective shares of stock therein for a specified consideration.
(d) Submit any further data or evidence as may be required by the commissioner.
(e) If the commissioner be satisfied from said data as to the following points: (1) That the applicant is established as a bona fide nonprofit hospital and/or medical and/or surgical service corporation, or will be so established when its articles of incorporation are approved under this article; (2) that the contracts between the applicant and the participating hospitals obligate each hospital party for the consideration stipulated to render service to which each subscriber may be entitled under the terms and conditions of the contract issued to the subscribers; (3) that the rates charged and benefits to be provided are fair and reasonable; (4) that the amounts provided as working capital of the corporation are repayable only out of earned income paid and payable for operating expenses and hospital expenses and such reserve as the commissioner deems adequate; (5) that the amount of money actually available for working capital be sufficient to carry all acquisition costs and operating expenses for a reasonable period of time from the date of such conversion; (6) that contracts between hospitals and the said corporation are adequate; and (7) that the requirements of this article with respect to accumulating a contingency or emergency reserve will be carried out; then the commissioner shall refer the corporation's articles of incorporation to the attorney general for his opinion as to whether the same meet the requirements of this article. The attorney general shall, if in order to do so, endorse his approval thereon and return the same to the commissioner of insurance. The commissioner shall thereupon endorse upon said articles of incorporation his certificate of approval, whereupon said corporation shall be deemed to be converted under and existing and operating pursuant to the terms of this article. The commissioner shall, in addition, issue to the corporation a certificate of authority or license to do business under and pursuant to the terms of this article. The articles of incorporation bearing such approval of the attorney general and the commissioner shall be recorded in the offices of the commissioner of insurance and of the secretary of state in like manner as in this article provided for recording the articles of incorporation of a corporation organized under this article in the first instance. The corporation as so converted shall succeed to all the assets and liabilities of the original corporation, except liabilities to stockholders.
(f) Immediately upon being so converted, the corporation shall issue membership certificates to its subscribers or contract holders and take such other steps as may be proper to bring its operations under the provisions of this article as a nonprofit corporation of the character herein described.
SOURCES: Codes, 1942, Sec. 5615-15; Laws, 1948, ch. 349, Sec. 15.
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.