reglab/housing_qa huggingface dataset:
MS Code § 79-11-145 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-145. Bylaws

  The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.   The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
MS Code § 79-11-147 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-147. Emergency bylaws; emergency defined

  Unless the articles provide otherwise, the directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:   How to call a meeting of the board;   Quorum requirements for the meeting; and   Designation of additional or substitute directors.     All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.   Corporate action taken in good faith in accordance with the emergency bylaws:   Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee or agent.     An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
MS Code § 79-11-149 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-149. Activities for which corporations may be organized

 Corporations may be organized under Section 79-11-101 et seq. for any lawful activity. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under Section 79-11-101 et seq. only if permitted by, and subject to all limitations of, the other statute.
MS Code § 79-11-153 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-153. Emergency powers of board of directors; notice during emergency; officers may be deemed directors during emergency; effect of emergency corporate action; emergency defined

  In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:   Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and   Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.     During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:   Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and   One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.     Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:   Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee or agent.     An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
MS Code § 79-11-155 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-155. Challenge to corporation's power to act

  Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.   A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director or by a member or members in a derivative proceeding.   A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver or by a trustee or other legal representative.
MS Code § 79-11-157 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-157. Corporate name

  A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 79-11-149 and its articles of incorporation.   Except as authorized by subsections (3) and (4), a corporate name must be distinguishable upon the records of the Secretary of State from:   The corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state;   A corporate name reserved or registered under Sections 79-11-159, 79-11-161, 79-4-4.02 or 79-4-4.03; or   The fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable.     A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's records from one or more of the names described in subsection (2). The Secretary of State shall authorize use of the name applied for if:   The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or   The applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.     A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to do business in this state and the proposed user corporation:   Has merged with the other corporation;   Has been formed by reorganization of the other corporation; or   Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.     Section 79-11-101 et seq. do not control the use of fictitious names.
MS Code § 79-11-159 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-159. Reserving exclusive use of corporate name; transferring reserved corporate name

  A person may reserve the exclusive use of a legal corporate name that complies with Section 79-11-157, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a period of one hundred eighty (180) days. The one-hundred-eighty-day period may be renewed once by the applicant by filing a renewal application within thirty (30) days before the expiration of the initial one-hundred-eighty-day period.   The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
MS Code § 79-11-171 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-171. Admission of person as member of corporation

  A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission.   No person shall be admitted as a member without his or her consent.
MS Code § 79-11-173 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-173. Consideration for admission of members to corporation

 Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
MS Code § 79-11-175 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-175. Corporation not required to have members

 A corporation is not required to have members.
MS Code § 79-11-177 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-177. Rights and obligations of members

 All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.
MS Code § 79-11-179 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-179. Transfer of membership or right arising therefrom

  Except as set forth or authorized by the articles or bylaws, no member of a corporation may transfer a membership or any right arising therefrom.   Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
MS Code § 79-11-181 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-181. Liability of members for acts, debts, liabilities, or obligations of corporation

 A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
MS Code § 79-11-183 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-183. Liability of members for dues, assessments or fees

 A member may become liable to the corporation for dues, assessments or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.
MS Code § 79-11-185 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-185. Actions by creditors to reach liability of member to corporation

  No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.   All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
MS Code § 79-11-187 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-187. Resignation of member

  A member may resign at any time.   The resignation of a member does not relieve the member from any obligations the member may have to the corporation.
MS Code § 79-11-189 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-189. Expulsion or suspension of member or termination or suspension of membership

  No member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.   A procedure is fair and reasonable when either:   The articles or bylaws set forth a procedure which provides:   Not less than fifteen (15) days prior written notice of the expulsion, suspension or termination and the reasons therefore; and   An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or     It is fair and reasonable taking into consideration all of the relevant facts and circumstances.     Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records.   Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination.   A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees.
MS Code § 79-11-191 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-191. Purchase by corporation of membership of member who resigns or whose membership is terminated

 A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of Section 79-11-293.
MS Code § 79-11-193 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-193. Proceedings brought on behalf of domestic or foreign corporation

  A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:   Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or   Any director.     In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding.   A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.   On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.   If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise or settlement of an action or claim, the court may award the complainants reasonable expenses (including counsel fees).
MS Code § 79-11-195 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-195. Delegates

  A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.   The articles or bylaws may set forth provisions relating to:   The characteristics, qualifications, rights, limitations and obligations of delegates including their selection and removal;   Calling, noticing, holding and conducting meetings of delegates; and   Carrying on corporate activities during and between meetings of delegates.
MS Code § 79-11-197 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-197. Annual membership meeting

  A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.   Annual membership 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.   At the annual meeting:   The president and chief financial officer shall report on the activities and financial condition of the corporation; and   The members shall consider and act upon such other matters as may be raised consistent with the requirements of Sections 79-11-205 and 79-11-219.     The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.   The articles of incorporation or bylaws may provide that an annual or regular meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
MS Code § 79-11-199 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-199. Special meetings of members

  A corporation with members shall hold a special meeting of members:   On call of its board or the person or persons authorized to do so by the articles or bylaws; or   If the holders of at least five percent (5%) of the voting power sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.     The close of business on the thirtieth day before delivery of the demand for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent (5%) requirement of subsection (1) of this section has been met.   If a notice for a special meeting demanded under subsection (1)(b) of this section is not given pursuant to Section 79-11-205 within thirty (30) days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (4) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Section 79-11-205.   Special meetings of members 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 those matters that are within the purpose or purposes described in the meeting notice required by Section 79-11-205 may be conducted at a special meeting of members.   The articles of incorporation or bylaws may provide that a special meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
MS Code § 79-11-201 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-201. Court-ordered meeting of members

  The chancery court of the county where a corporation's principal office is or will be 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 member or other person entitled to participate in the annual meeting, if an annual meeting was not held 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   On application of a member who signed a demand for a special meeting valid under Section 79-11-199, or a person or persons entitled to call a special meeting, if:   Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; or   The special meeting was not held in accordance with the notice.       The court may fix the time and place of the meeting, specify a record date for determining members 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.   If the court orders a meeting, it may also order the corporation to pay the member's cost (including reasonable counsel fees) incurred to obtain the order.