reglab/housing_qa huggingface dataset:
MS Code § 79-11-237 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-237. Election, appointment or designation of directors

  If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election or provide that some of the directors are appointed by some other person or designated.   If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.
MS Code § 79-11-239 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-239. Term of office of directors

  The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.   A decrease in the number of directors or term of office does not shorten an incumbent director's term.   Except as provided in the articles or bylaws:   The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and   The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.     Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
MS Code § 79-11-241 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-241. Staggering terms of directors

 The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
MS Code § 79-11-243 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-243. Resignation of director

  A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.   A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
MS Code § 79-11-245 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-245. Removal of directors

  The members may remove one or more directors elected by them without cause.   If a director is elected by a class, chapter or other organization unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.   Except as provided in subsection (9) of this section, a director may be removed under subsection (1) or (2) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.   If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.   A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.   In computing whether a director is protected from removal under subsections (2) through (4) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.   An entire board of directors may be removed under subsections (1) through (5) of this section.   The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of a two-thirds (2/3) of the directors then in office or such greater number as is set forth in the articles or bylaws.   If at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
MS Code § 79-11-247 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-247. Removal of designated director or appointed director

  A designated director may be removed by an amendment to the article or bylaws deleting or changing the designation.   Appointed directors:   Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;   The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary;   A removal is effective when the notice is effective unless the notice specifies a future effective date.
MS Code § 79-11-249 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-249. Removal of director by court proceeding

  The chancery court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power of any class if the court finds that:   the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 79-11-267 and 79-11-269, and   removal is in the best interest of the corporation.     The court that removes a director may bar the director from serving on the board for a period prescribed by the court.   If members commence a proceeding under subsection (1) of this section, the corporation shall be made a party defendant.
MS Code § 79-11-251 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-251. Filling of vacancy in board of directors

  Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:   The members, if any, may fill the vacancy; provided that if the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;   The board of directors may fill the vacancy; or   If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.     Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.   If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.   A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 79-11-243(2) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
MS Code § 79-11-253 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-253. Compensation of directors

 Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.
MS Code § 79-11-255 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-255. Meetings of board of directors

  The board of directors may hold regular or special meetings in or out of this state.   Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
MS Code § 79-11-257 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-257. Action taken by board of directors without meeting

  Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by Section 79-11-101 et seq. to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.   Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.   A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
MS Code § 79-11-259 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-259. Notice of regular and special meetings of board of directors

  Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.   Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
MS Code § 79-11-261 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-261. Waiver of notice of meeting of board of directors

  A director may waive any notice required by Section 79-11-101 et seq., the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (2) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.   A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
MS Code § 79-11-263 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-263. Quorum of board of directors; director present at meeting deemed to have assented to action taken; exceptions

  Except as otherwise provided in Section 79-11-101 et seq., the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins.   If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless Section 79-11-101 et seq., the articles or bylaws, require the vote of a greater number of directors.   A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
MS Code § 79-11-265 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-265. Committees of board of directors

  Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors who serve at the pleasure of the board.   The creation of a committee and appointment of directors to it must be approved by the greater of:   A majority of all the directors in office when the action is taken; or   The number of directors required by the articles or bylaws to take action under Section 79-11-263.     Sections 79-11-255 through 79-11-263, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.   To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under Section 79-11-231.   A committee of the board may not, however:   Authorize distributions;   Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;   Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or   Adopt, amend or repeal the articles or bylaws.     The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 79-11-267.
MS Code § 79-11-267 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-267. Director to act in best interests of corporation; director's reliance upon others for information; liability of directors

  A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith belief that he is acting in the best interests of the corporation.   Unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:   One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;   Legal counsel, public accountants or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or   A committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence.     A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.   A person alleging a violation of this section has the burden of proving the violation.   Notwithstanding any other provision of this section, a director of a corporation that is a charitable organization as defined in Section 79-11-501 shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:   The amount of a financial benefit received by the director to which the director is not entitled;   An intentional infliction of harm;   A violation of Section 79-11-270; or   An intentional violation of criminal law.
MS Code § 79-11-270 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-270. Liability of director for unlawful distribution

  A director who votes for or assents to a distribution made in violation of Section 79-11-101 et seq. is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 79-11-101 et seq., if it is established that he did not perform his duties in compliance with Section 79-11-267. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.   A director held liable under subsection (1) for an unlawful distribution is entitled to contribution:   From every other director who could be held liable under subsection (1) for the unlawful distribution; and   From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of Section 79-11-101 et seq.
MS Code § 79-11-271 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-271. Officers of corporation

  A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.   A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.   The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.   The same individual may simultaneously hold more than one (1) office in a corporation.
MS Code § 79-11-273 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-273. Duties of officers

 Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
MS Code § 79-11-275 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-275. Officers to act in best interests of corporation; reliance upon others for information; liability of officers

  An officer with discretionary authority shall discharge his duties under that authority, in accordance with his good faith belief that he is acting in the best interests of the corporation.   Unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:   One or more officers or employees of the corporation whom the officer believes, in good faith, to be reliable and competent in the matters presented; or   Legal counsel, public accountants or other persons as to matters the officer believes, in good faith, are within the person's professional or expert competence.     An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.   A person alleging a violation of this section has the burden of proving the violation.
MS Code § 79-11-277 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-277. Resignation or removal of officer

  An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.   A board of directors may remove any officer at any time with or without cause.
MS Code § 79-11-279 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-279. Contract rights between officer and corporation

  The appointment of an officer does not itself create contract rights between the officer and the corporation.   An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.