reglab/housing_qa huggingface dataset:
MS Code § 79-4-6.30 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 6 - Shares and Distributions|Subsequent Acquisition of Shares by Shareholders and Corporation|§ 79-4-6.30. Shareholders' preemptive rights

 The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.   A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:    The shareholders of the corporation have a preemptive right granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.   A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.   There is no preemptive right with respect to:   Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.   Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.   Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.    Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;   Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;   Shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation;   Shares sold otherwise than for money.   For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
MS Code § 79-4-6.31 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 6 - Shares and Distributions|Subsequent Acquisition of Shares by Shareholders and Corporation|§ 79-4-6.31. Corporation's acquisition of its own shares

 A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.   If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
MS Code § 79-4-7.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Meetings|§ 79-4-7.01. Annual meeting

 Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 79-4-7.04, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws; provided, however, that if a corporation's articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to Section 79-4-7.28, directors may not be elected by less than unanimous written consent.   Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.   The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
MS Code § 79-4-7.02 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Meetings|§ 79-4-7.02. Special meeting

 A corporation shall hold a special meeting of shareholders:    On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or   Unless the articles of incorporation provide otherwise, if shareholders having at least ten percent (10%) of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.    If not otherwise fixed under Section 79-4-7.03 or 79-4-7.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.   Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.   Only business within the purpose or purposes described in the meeting notice required by Section 79-4-7.05(c) may be conducted at a special shareholders' meeting.
MS Code § 79-4-7.03 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Meetings|§ 79-4-7.03. Court-ordered meeting

 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 summarily order a meeting to be held:    On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting or written consent in lieu thereof; or   On application of a shareholder who signed a demand for a special meeting valid under Section 79-4-7.02 if:    Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to the corporation's secretary; or   The special meeting was not held in accordance with the notice.   The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
MS Code § 79-4-7.05 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Meetings|§ 79-4-7.05. Notice of meeting

 A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section 79-4-7.09 for any class or series of shareholders, the notice of such class or series of shareholders shall describe the means of remote communication to be used. Unless Section 79-4-1.01 et seq. or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.   Unless Section 79-4-1.01 et seq. or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.   Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.   If not otherwise fixed under Section 79-4-7.03 or 79-4-7.07, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.   Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 79-4-7.07, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
MS Code § 79-4-7.06 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Meetings|§ 79-4-7.06. Waiver of notice

 A shareholder may waive any notice required by Sections 79-4-1.01 et seq., the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.   A shareholder's attendance at a meeting:    Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.   Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
MS Code § 79-4-7.07 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Meetings|§ 79-4-7.07. Record date

 The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.   A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.   A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred-twenty (120) days after the date fixed for the original meeting.   If a court orders a meeting adjourned to a date more than one hundred-twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
MS Code § 79-4-7.08 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Meetings|§ 79-4-7.08. Appointment of chair to preside over meetings; duties of chair

 At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws, or, in the absence of such provision, by the board.   The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.   Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.   The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted.
MS Code § 79-4-7.09 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Meetings|§ 79-4-7.09. Promote participation in annual and special meetings

 Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b) of this section.   Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures:    To verify that each person participating remotely is a shareholder; and   To provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceeding.
MS Code § 79-4-7.20 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.20. Shareholders' list for meeting

 After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.   The shareholders' list must be available for inspection by any shareholder beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent or attorney is entitled on written demand to inspect and, subject to the requirements of Section 79-4-16.02(c), to copy the list during regular business hours and at his expense, during the period it is available for inspection.   The corporation shall make the shareholders' list available at the meeting, and any shareholder, his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.   If the corporation refuses to allow a shareholder, his agent or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b)), 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, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.   Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
MS Code § 79-4-7.21 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.21. Voting entitlement of shares

 Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.   Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.   Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.   Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
MS Code § 79-4-7.22 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.22. Proxies

 A shareholder may vote his shares in person or by proxy.   A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission, and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.   An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment.   An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:    A pledgee;   A person who purchased or agreed to purchase the shares;   A creditor of the corporation who extended it credit under terms requiring the appointment;   An employee of the corporation whose employment contract requires the appointment; or   A party to a voting agreement created under Section 79-4-7.31.    The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.   An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished.   A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.   Subject to Section 79-4-7.24 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
MS Code § 79-4-7.23 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.23. Shares held by nominees

 A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.   The procedure may set forth:    The types of nominees to which it applies;   The rights or privileges that the corporation recognizes in a beneficial owner;   The manner in which the procedure is selected by the nominee;   The information that must be provided when the procedure is selected;   The period for which selection of the procedure is effective; and   Other aspects of the rights and duties created.
MS Code § 79-4-7.24 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 7 - Shareholders|Voting|§ 79-4-7.24. Corporation's acceptance of votes

 If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of the shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.   If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:    The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;   The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;   The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;   The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment;   Two (2) or more persons are the shareholders as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.    The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.   The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section or Section 79-4-7.22(b) are not liable in damages to the shareholder for the consequences of the acceptance or rejection.   Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or Section 79-4-7.22(b) is valid unless a court of competent jurisdiction determines otherwise.