MS Code § 57-77-9 (2020)
2020 Mississippi Code|Title 57 - Planning, Research and Development|Chapter 77 - Venture Capital Act of 1994|§ 57-77-9. Formation of Magnolia Capital Corporation; officers and directors; bylaws and articles of incorporation; general powers and duties; meetings; replacement of directors; dissolution of Magnolia Venture Capital Corporation and fund

  The Magnolia Capital Corporation shall be formed and operated pursuant to the laws of this state. The articles of incorporation, bylaws and any other agreement relating to the organization or operation of the corporation must comply with the provisions set forth in this section. The corporation will be a not-for-profit corporation.   The executive director of the department shall cause the corporation to be formed, and he shall designate the incorporators. The initial board of directors shall consist of thirteen (13) members, all of whom will be appointed by the executive director of the department. Except as otherwise provided in this subsection (2), members of the initial board of directors shall serve staggered terms as follows: four (4) for terms of five (5) years each, three (3) for terms of four (4) years each, three (3) for terms of three (3) years each and three (3) for terms of two (2) years each. The terms of the members of the board of directors in place (including any initial directors and successors) before April 17, 1998, shall expire on April 17, 1998, and such persons shall cease to serve on the board of directors and shall relinquish all powers and control of the corporation and assets of the corporation. From and after April 17, 1998, the board of directors shall consist of three (3) members who shall be the State Treasurer, the Attorney General and Secretary of State. If the position on the board of directors held by the State Treasurer, Attorney General or Secretary of State, becomes vacant through death, resignation or otherwise, the position will be filled by the person acting as State Treasurer, Attorney General or Secretary of State, as appropriate, until the Office of State Treasurer, Attorney General or Secretary of State, as appropriate, is filled in the manner provided by law. The directors may not receive per diem.   The articles of incorporation shall provide that the name of the corporation is the "Magnolia Capital Corporation," and the registered agent shall be designated by the executive director of the department. The corporation's existence begins upon filing of the articles of incorporation. The corporation's existence is perpetual, unless dissolved as provided herein. The general nature of the business of the corporation is to serve as the sole stockholder of the Magnolia Venture Capital Corporation. Consistent with the provisions of this chapter, the bylaws, the organizational minutes, the election of officers, and any other actions appropriate or necessary for the organization and operation of the corporation shall be of that form and content as determined by the board of directors. Nothing contained in this chapter may prohibit the board of directors of the corporation from altering, amending or otherwise modifying the articles of incorporation, bylaws or any other agreement governing the corporation as otherwise permitted under the laws of this state, except that the method of electing directors may not be amended, altered or otherwise modified or restricted; except that the general nature of the business of the corporation may not be amended, altered or otherwise modified or restricted; and except that the corporation may be dissolved, merged or otherwise cease to exist pursuant to the appropriate vote of the board of directors. The executive director of the department may expend any discretionary funds he has available and considers appropriate for the purpose of organizing the corporation.   In addition to other powers and duties, the corporation may take all actions it deems necessary to carry out the provisions of this chapter, and the board of directors shall meet at least one (1) time on a quarterly basis to assess the venture capital loan program and whether or not the provisions of this chapter are being complied with. In addition to any other powers and duties, if the corporation determines, as evidenced by a majority vote of the board of directors, that any member of the Magnolia Venture Capital Corporation board of directors is not performing the duties of such member in a manner consistent with the provisions of this chapter, the corporation may recommend to the appropriate appointing authority that such member of the Magnolia Venture Capital Corporation board of directors be replaced.   As soon as legally permissible after April 17, 1998, the corporation shall direct the board of directors of the Magnolia Venture Capital Corporation to dissolve the Magnolia Venture Capital Corporation and the fund.