reglab/housing_qa huggingface dataset:
MS Code § 79-11-317 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-317. Amendments to bylaws affecting class of members to be voted on by such class

  The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:   Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;   Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;   Increase or decrease the number of memberships authorized for that class;   Increase the number of memberships authorized for another class;   Effect an exchange, reclassification or termination of all or part of the memberships of that class; or   Authorize a new class of memberships.     If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.   If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class of two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.   A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
MS Code § 79-11-319 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-319. Plan of merger of corporations

  One or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in Section 79-11-321.   The plan of merger must set forth:   The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge; and   The terms and conditions of the planned merger.     The plan of merger may set forth:   Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and   Other provisions relating to the planned merger.
MS Code § 79-11-323 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-323. Filing of articles of merger

 After a plan of merger is approved by the board of directors, and if required by Section 79-11-321, by the members, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:   The plan of merger;   If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;   If approval by members was required:   The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and   Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.
MS Code § 79-11-325 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-325. Effects of merger

  When a merger takes effect:   Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;   The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;   The surviving corporation has all liabilities and obligations of each corporation party to the merger, provided that trust obligations upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective;   A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;   The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
MS Code § 79-11-327 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-327. Merger of foreign corporation with domestic corporation

  One or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:   The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;   The foreign corporation complies with Section 79-11-323 if it is the surviving corporation of the merger; and   Each domestic nonprofit corporation complies with the applicable provisions of Sections 79-11-319 and 79-11-321 and, if it is the surviving corporation of the merger, with Section 79-11-323.     Upon the merger taking effect, the surviving foreign business or nonprofit corporation may be served with process in any proceeding brought against it as provided in the Mississippi Rules of Civil Procedure.
MS Code § 79-11-329 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-329. Sale, lease, exchange, or other disposition of property in regular course of business; mortgaging or otherwise encumbering property

  A corporation may on the terms and conditions and for the consideration determined by the board of directors:   Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or   Mortgage, pledge, dedicate to the repayment of indebtedness (with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.     Unless the articles of incorporation require it, approval by the members of a transaction described in subsection (1) of this section is not required.
MS Code § 79-11-331 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-331. Sale, lease, exchange, or other disposition of property not in regular course of business

  A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (2) of this section.   Unless Section 79-11-101 et seq., the articles of incorporation, the bylaws, or the board of directors or members (acting pursuant to subsection (4) of this section) require a greater vote or voting by class, the proposed transaction to be authorized must be approved:   By the board of directors; and   By the members of two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less.     If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with Section 79-11-259. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.   The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.   If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 79-11-205. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.   If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.   After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.
MS Code § 79-11-333 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-333. Dissolution by incorporators or directors of corporation that has no members

  A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution.   The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with Section 79-11-259. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.   The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
MS Code § 79-11-335 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-335. Approval of dissolution by board of directors or members; notice requirements

  Unless Section 79-11-101 et seq., the articles of incorporation, the bylaws or the board of directors or members (acting pursuant to subsection (3) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved:   By the board of directors; and   By the members, if any, by two-thirds (2/3) of the votes cast, or a majority of the voting power, whichever is less.     If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with Section 79-11-259. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.   The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.   If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 79-11-205. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.   If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.   The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
MS Code § 79-11-336 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-336. Application and distribution of assets of voluntarily dissolving corporation

 The assets of a corporation in the process of voluntary dissolution pursuant to Section 79-11-333 or Section 79-11-335 shall be applied and distributed as follows:   All liabilities and obligations of the corporation shall be paid, satisfied and discharged; in case its property and assets are not sufficient to satisfy or discharge all the corporation's liabilities and obligations, the corporation shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations.   Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.   If the corporation to be dissolved is a charitable organization, as defined in Section 79-11-501, the remaining assets shall be transferred to another charitable organization or other charitable organizations, as defined in Section 79-11-501, either domestic or foreign, engaged in activities substantially similar to those of the dissolving corporation, or to the federal government, or to a state or local government, for a public purpose. For all other nonprofit corporations, assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation.   Other assets not described above, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others.
MS Code § 79-11-337 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-337. Contents and filing of articles of dissolution

  At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:   The name of the corporation;   The date dissolution was authorized;   A statement that dissolution was approved by a sufficient vote of the board;   That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;   That all remaining property and assets of the corporation have been distributed among its members in accordance with their respective rights and interest, or have been otherwise distributed pursuant to the articles or bylaws of the corporation; or, in the case of a corporation which is also a charitable organization, as defined in Section 79-11-501, that the remaining property and assets of the corporation have been transferred to another charitable organization or other charitable organizations, as defined in Section 79-11-501, either domestic or foreign, engaged in activities substantially similar to those of the dissolving corporation, or to the federal government, or to a state or local government, for a public purpose;   If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;   If approval by members was required:   The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and   Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.       A corporation is dissolved upon the effective date of its articles of dissolution.
MS Code § 79-11-339 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-339. Revocation of dissolution

  A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.   Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.   After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:   The name of the corporation;   The effective date of the dissolution that was revoked;   The date that the revocation of dissolution was authorized;   If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;   If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and   If member action was required to revoke the dissolution, the information required by Section 79-11-337.     Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.   When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
MS Code § 79-11-341 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-341. Winding up and liquidation

  A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:   Preserving and protecting its assets and minimizing its liabilities;   Discharging or making provision for discharging its liabilities and obligations;   Disposing of its properties that will not be distributed in kind;   Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;   Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; and   Doing every other act necessary to wind up and liquidate its assets and affairs.     Dissolution of a corporation does not:   Transfer title to the corporation's property;   Subject its directors or officers to standards of conduct different from those prescribed in Sections 79-11-267 and 79-11-275;   Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;   Prevent commencement of a proceeding by or against the corporation in its corporate name;   Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or   Terminate the authority of the registered agent.
MS Code § 79-11-343 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-343. Disposition of known claims against dissolved corporation

  A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.   The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:   Describe information that must be included in a claim;   Provide a mailing address where a claim may be sent;   State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and   State that the claim will be barred if not received by the deadline.     A claim against the dissolved corporation is barred:   If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved corporation by the deadline;   If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.     For purposes of this section "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.