reglab/housing_qa huggingface dataset:
MS Code § 79-4-10.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Articles of Incorporation|§ 79-4-10.01. Authority to amend

 A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.   A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose or duration of the corporation.
MS Code § 79-4-10.02 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Articles of Incorporation|§ 79-4-10.02. Amendment before issuance of shares

 If a corporation has not yet issued shares, its board of directors, or its incorporators, if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.
MS Code § 79-4-10.03 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Articles of Incorporation|§ 79-4-10.03. Amendment by board of directors and shareholders

 If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:   The proposed amendment must be adopted by the board of directors.   Except as provided in Sections 79-4-10.05, 79-4-10.07, and 79-4-10.08, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination.   The board of directors may condition its submission of the amendment to the shareholders on any basis.   If the amendment is required to be approved by the shareholders and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment.   Unless the articles of incorporation or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater number of shares to be present, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in Section 79-4-10.04(c), the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.
MS Code § 79-4-10.04 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Articles of Incorporation|§ 79-4-10.04. Voting on amendments by voting groups

 If a corporation has more than one (1) class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by the Mississippi Business Corporation Act, on a proposed amendment to the articles of incorporation if the amendment would:    Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;   Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;   Change the rights, preferences or limitations of all or part of the shares of the class;   Change the shares of all or part of the class into a different number of shares of the same class;   Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;   Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;   Limit or deny an existing preemptive right of all or part of the shares of the class; or   Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.    If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a), the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.   If a proposed amendment that entitles the holders of two (2) or more classes or series of shares to vote as separate voting groups under this section would affect those two (2) or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.   A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.   The provisions of subsection (a)(6) shall not apply to preferred stock issued by a public utility subject to the provisions of the Public Utility Holding Company Act, 15 United States Code, Section 79 et seq., where the issuance of its securities is regulated by an agency of the United States.
MS Code § 79-4-10.05 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Articles of Incorporation|§ 79-4-10.05. Amendment by board of directors

 Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:    To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;   To delete the names and addresses of the initial directors;   To change the information required by Section 79-35-5(a);   If the corporation has only one (1) class of shares outstanding:   To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or   To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;     To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited" or the abbreviation "corp.," "inc.," "co." or "ltd." for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;   To reflect a reduction in authorized shares, as a result of the operation of Section 79-4-6.31(b), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;   To delete a class of shares from the articles of incorporation, as a result of the operation of Section 79-4-6.31(b), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or   To make any change expressly permitted by Section 79-4-6.02(a) or (b) to be made without shareholder approval.
MS Code § 79-4-10.06 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Articles of Incorporation|§ 79-4-10.06. Articles of amendment

 After an amendment to the articles of incorporation has been adopted and approved in the manner required by the Mississippi Business Corporation Act and by the articles of incorporation, the corporation shall deliver to the Secretary of State, for filing, articles of amendment, which shall set forth:    The name of the corporation;   The text of each amendment adopted, or the information required by Section 79-4-1.20(k)(5);   If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment (if not contained in the amendment itself), which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with Section 79-4-1.20(k);   The date of each amendment's adoption; and   If an amendment:   Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;   Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by the Mississippi Business Corporation Act and by the articles of incorporation; or   Is being filed pursuant to Section 79-4-1.20(k)(5), a statement to that effect.
MS Code § 79-4-10.07 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Articles of Incorporation|§ 79-4-10.07. Restated articles of incorporation

 A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document.   If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in Section 79-4-10.03.   A corporation that restates its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under Section 79-4-10.06.   Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.   The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by subsection (c).
MS Code § 79-4-10.08 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Articles of Incorporation|§ 79-4-10.08. Amendment pursuant to reorganization

 A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.   The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:    The name of the corporation;   The text of each amendment approved by the court;   The date of the court's order or decree approving the articles of amendment;   The title of the reorganization proceeding in which the order or decree was entered; and   A statement that the court had jurisdiction of the proceeding under federal statute.    This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
MS Code § 79-4-10.09 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Articles of Incorporation|§ 79-4-10.09. Effect of amendment

 An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
MS Code § 79-4-10.20 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Bylaws|§ 79-4-10.20. Amendment by board of directors or shareholders

 A corporation's shareholders may amend or repeal the corporation's bylaws.   A corporation's board of directors may amend or repeal the corporation's bylaws unless:    The articles of incorporation or Section 79-4-10.21 reserve that power exclusively to the shareholders in whole or part; or   The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.
MS Code § 79-4-10.21 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Amendment of Bylaws|§ 79-4-10.21. Bylaw increasing quorum or voting requirement for directors

 A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:    If adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;   If adopted by the board of directors, either by the shareholders or by the board of directors.    A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.   Action by the board of directors under subsection (a) to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
MS Code § 79-4-13.03 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Right to Appraisal and Payment for Shares|§ 79-4-13.03. Assertion of appraisal rights by nominees and beneficial owners

 A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.   A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:    Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in Section 79-4-13.22(b)(2)(ii); and   Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.
MS Code § 79-4-13.20 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Procedure for Exercise of Appraisal Rights|§ 79-4-13.20. Notice of appraisal rights

 Where any corporate action specified in Section 79-4-13.02(a) is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not or may be entitled to assert appraisal rights under this article. If the corporation concludes that appraisal rights are or may be available, a copy of this article must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.   In a merger pursuant to Section 79-4-11.05, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within ten (10) days after the corporate action became effective and include the materials described in Section 79-4-13.22.   Where any corporate action specified in Section 79-4-13.02(a) is to be approved by written consent of the shareholders pursuant to Section 79-4-7.04:    Written notice that appraisal rights are, are not or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article; and   Written notice that appraisal rights are, are not or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by Section 79-4-7.04(e) and (f), may include the materials described in Section 79-4-13.22 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article.
MS Code § 79-4-13.21 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Procedure for Exercise of Appraisal Rights|§ 79-4-13.21. Notice of intent to demand payment and consequences of voting or consenting

 If a corporate action specified in Section 79-4-13.02(a) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:    Must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and   Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.    If a corporate action specified in Section 79-4-13.02(a) is to be approved by less than unanimous written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must not sign a consent in favor of the proposed action with respect to that class or series of shares.   A shareholder who fails to satisfy the requirements of subsection (a) or (b) is not entitled to payment under this article.
MS Code § 79-4-13.22 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Procedure for Exercise of Appraisal Rights|§ 79-4-13.22. Appraisal notice and form

 If proposed corporate action requiring appraisal rights under Section 79-4-13.02(a) becomes effective, the corporation must send a written appraisal notice and the form required by subsection (b)(1) to all shareholders who satisfied the requirements of Section 79-4-13.21(a) or Section 79-4-13.21(b). In the case of a merger under Section 79-4-11.05, the parent must deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.   The appraisal notice must be delivered no earlier than the date the corporate action specified in Section 79-4-13.02(a) became effective and no later than ten (10) days after such date, and must:    Supply a form that (i) specifies the date of the first announcement to shareholders of the principal terms of the proposed corporate action, if any, and (ii) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date and that, as to those shares, the shareholder did not vote for or consent to the transaction;   State:   Be accompanied by a copy of this article.    Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subsection (2)(ii);   A date by which the corporation must receive the form, which date may not be fewer than forty (40) nor more that sixty (60) days after the date the subsection (a) appraisal notice is sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;   The corporation's estimate of the fair value of the shares;   That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subsection (2) (ii) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and   The date by which the notice to withdraw under Section 79-4-13.23 must be received, which date must be within twenty (20) days after the date specified in subsection (2)(ii); and