reglab/housing_qa huggingface dataset:
MS Code § 79-4-7.25 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.25. Quorum and voting requirements for voting groups

 Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or Sections 79-4-1.01 et seq. provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.   Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.   If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or Sections 79-4-1.01 et seq. require a greater number of affirmative votes.   An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (b) or (c) is governed by Section 79-4-7.27.   The election of directors is governed by Section 79-4-7.28.
MS Code § 79-4-7.26 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.26. Action by single and multiple voting groups

 If the articles of incorporation or Sections 79-4-1.01 et seq. provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 79-4-7.25.   If the articles of incorporation or Sections 79-4-1.01 et seq. provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 79-4-7.25. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
MS Code § 79-4-7.27 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.27. Greater quorum or voting requirements

 The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by Sections 79-4-1.01 et seq.   An amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
MS Code § 79-4-7.28 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.28. Voting for directors; cumulative voting

 Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.   For corporations incorporated before July 1, 2002, shareholders shall have a right to cumulate their votes for directors unless the articles of incorporation provide otherwise. For corporations incorporated on or after July 1, 2002, shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation provide otherwise.   A statement included in the articles of incorporation that "a designated voting group of shareholders is entitled to cumulate their votes for directors," or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.
MS Code § 79-4-7.29 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.29. Appointment of election inspectors; duties of inspectors

 A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.   The inspectors shall:    Ascertain the number of shares outstanding and the voting power of each;   Determine the shares represented at a meeting;   Determine the validity of proxies and ballots;   Count all votes; and   Determine the result.    An inspector may be an officer or employee of the corporation.
MS Code § 79-4-7.30 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting Trusts and Agreements|§ 79-4-7.30. Voting trusts

 One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.   A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for the period specified in the trust agreement.   All or some of the parties to a voting trust may extend it for additional terms by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for the period specified in the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
MS Code § 79-4-7.31 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting Trusts and Agreements|§ 79-4-7.31. Voting agreements

 Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 79-4-7.30.   A voting agreement created under this section is specifically enforceable.
MS Code § 79-4-7.40 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Derivative Procedures|§ 79-4-7.40. Meaning of "derivative proceeding", "shareholder" in subarticle

 In Sections 79-4-7.41 through 79-4-7.47:    "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in Section 79-4-7.47, in the right of a foreign corporation.   "Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
MS Code § 79-4-7.41 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Derivative Procedures|§ 79-4-7.41. Who may commence or maintain derivative proceeding

 A shareholder may not commence or maintain a derivative proceeding unless the shareholder:    Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and   Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
MS Code § 79-4-7.42 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Derivative Procedures|§ 79-4-7.42. Prerequisites to commencing derivative proceeding

 No shareholder may commence a derivative proceeding until:    A written demand has been made upon the corporation to take suitable action; and   Ninety (90) days have expired from the date delivery of the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.
MS Code § 79-4-7.43 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Derivative Procedures|§ 79-4-7.43. Stay of proceeding when corporation inquires into allegations

 If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
MS Code § 79-4-7.44 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Derivative Procedures|§ 79-4-7.44. Determination by independent directors or independent persons whether maintenance of proceeding is in best interests of corporation

 A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection (b) or (f) has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.   Unless a panel is appointed pursuant to subsection (e), the determination in subsection (a) shall be made by:    A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or   A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.    If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either (1) that a majority of the board of directors did not consist of qualified directors at the time the determination was made or (2) that the requirements of subsection (a) have not been met.   If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) have not been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) have been met.   Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) have not been met.
MS Code § 79-4-7.45 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Derivative Procedures|§ 79-4-7.45. Court approval for settlement or discontinuance

 A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
MS Code § 79-4-7.46 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Derivative Procedures|§ 79-4-7.46. Expenses and attorney fees

 On termination of the derivative proceeding the court may:    Order the corporation to pay the plaintiff's reasonable expenses (including attorney fees) incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or   Order the plaintiff to pay any defendant's reasonable expenses (including attorney fees) incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
MS Code § 79-4-7.47 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Derivative Procedures|§ 79-4-7.47. Law applicable in derivative proceedings involving foreign corporations

 In any derivative proceeding in the right of a foreign corporation, the matters covered by this subchapter shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for Sections 79-4-7.43, 79-4-7.45 and 79-4-7.46.
MS Code § 79-4-7.48 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Derivative Procedures|§ 79-4-7.48. Shareholder action to appoint custodian or receiver

 The chancery court of the county where a corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that:    The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or   The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.   Has jurisdiction over the corporation and all of its property, wherever located.    The court:   May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;   Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and   The court may appoint an individual or domestic or foreign corporation (authorized to transact business in this state) as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.   The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers,   A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and   A receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in the receiver's own name as receiver in all courts of this state.   The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.   The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.
MS Code § 79-4-8.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 8 - Directors and Officers|Board of Directors|§ 79-4-8.01. Requirement for Board of Directors; exception; duties of Board

 Except as provided in Section 79-4-7.32, each corporation must have a board of directors.   All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under Section 79-4-7.32.
MS Code § 79-4-8.02 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 8 - Directors and Officers|Board of Directors|§ 79-4-8.02. Qualifications of directors

 The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
MS Code § 79-4-8.03 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 8 - Directors and Officers|Board of Directors|§ 79-4-8.03. Number and election of directors

 A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.   The number of directors may be increased or decreased, from time to time, by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.   Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under Section 79-4-8.06.
MS Code § 79-4-8.04 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 8 - Directors and Officers|Board of Directors|§ 79-4-8.04. Election of directors by authorized classes of shares

 If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. Each class (or classes) of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
MS Code § 79-4-8.05 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 8 - Directors and Officers|Board of Directors|§ 79-4-8.05. Terms of directors generally

 The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.   The terms of all other directors expire at the next, or if their terms are staggered in accordance with Section 79-4-8.06, at the applicable second or third, annual shareholders' meeting following their election.   A decrease in the number of directors does not shorten an incumbent director's term.   The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.   Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
MS Code § 79-4-8.06 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 8 - Directors and Officers|Board of Directors|§ 79-4-8.06. Staggered terms for directors

 The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
MS Code § 79-4-8.07 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 8 - Directors and Officers|Board of Directors|§ 79-4-8.07. Resignation of directors

 A director may resign at any time by delivering written notice to the board of directors, or its chair or to the secretary of the corporation.   A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
MS Code § 79-4-8.08 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 8 - Directors and Officers|Board of Directors|§ 79-4-8.08. Removal of directors by shareholders

 The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.   If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.   If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.   A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.