Mississippi Code Title 83. Insurance § 83-19-101

The constituent insurance companies may adopt a plan of merger or consolidation, or the domestic insurance company and the acquiring corporation may adopt a plan of exchange of stock in the manner hereinafter set out.

The board of directors of each such corporation shall adopt a resolution approved by a majority of the whole board setting forth the proposed plan of merger, consolidation or exchange and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. The plan shall set forth:

No director, officer, agent or employee of any such corporation, shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting in the adoption or approval of such plan except as specifically set forth therein.