reglab/housing_qa huggingface dataset:
MS Code § 79-11-203 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-203. Approval of action by members without holding meeting of members

  Unless limited or prohibited by the articles or bylaws, action required or permitted by Section 79-11-101 et seq. to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more consents in the form of a record bearing the date of signature and describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.   If not otherwise determined under Section 79-11-201 or 79-11-209, the record date for determining members entitled to take action without a meeting is the date the first member signed the consent under subsection (1) of this section.   A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State.   Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.
MS Code § 79-11-205 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-205. Notice of meetings of members; notice of adjourned meetings

  A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.   Any notice which conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.   Notice is fair and reasonable if:   The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first-class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date;   Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under Sections 79-11-269, 79-11-281, 79-11-301, 79-11-315, 79-11-323, 79-11-331, 79-11-333 or 79-11-335; and   Notice of a special meeting includes a description of the matter or matters for which the meeting is called.     Unless the bylaws require otherwise, if an annual or special meeting of members 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 79-11-209, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.   When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:   requested in writing to do so by a person entitled to call a special meeting; and   the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
MS Code § 79-11-207 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-207. Waiver of notice requirements by member

  A member may waive any notice required by Section 79-11-101 et seq., the articles or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.   A member's attendance at a meeting:   Waives objection to lack of notice or defective notice of the meeting, unless the member 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 member objects to considering the matter when it is presented.
MS Code § 79-11-209 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-209. Record date

  The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting.   The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.   The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.   A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.   A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of 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 for notice or voting continues in effect or it may fix a new record date for notice of voting.
MS Code § 79-11-211 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-211. Corporate action taken by ballot without meeting

  Except as provided in subsection (5) of this section and unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.   A ballot shall:   Be in the form of a record;   Set forth each proposed action; and   Provide an opportunity to vote for or against each proposed action.     Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.   All solicitations for votes by written ballot shall:   Indicate the number of responses needed to meet the quorum requirements;   State the percentage of approvals necessary to approve each matter other than election of directors; and   Specify the time by which a ballot must be received by the corporation in order to be counted.     Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
MS Code § 79-11-213 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-213. Preparation of list of members entitled to notice of meeting and members entitled to vote at meeting; list to be open for inspection; court may order inspection and copying of lists

  After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.   The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of Sections 79-11-285(c) and 79-11-291, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.   The corporation shall make the list of members available at the meeting, and any member, a member's 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 member, a member's agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (2) of this section); 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 member, 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 and may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.   Unless a written demand to inspect and copy a membership list has been made under subsection (2) of this section prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.
MS Code § 79-11-215 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-215. Each member to have one vote

  Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members.   Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect:   If only one (1) votes, such act binds all; and   If more than one (1) votes, the vote shall be divided on a pro rata basis.
MS Code § 79-11-217 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-217. Quorum requirements

  Unless Section 79-11-101 et seq., the articles, or the bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.   A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board.   A bylaw amendment to increase the quorum required for any member action must be approved by the members.   Unless one-third (1/3) or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice.
MS Code § 79-11-219 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-219. Votes required for member action

  Unless Section 79-11-101 et seq., the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.   A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
MS Code § 79-11-221 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-221. Voting by proxy

  Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact in the form of a record.   An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form; provided, however, that no proxy shall be valid for more than three (3) years from its date of execution.   An appointment of a proxy is revocable by the member.   The death or incapacity of the member 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 authority under the appointment.   Appointment of a proxy is revoked by the person appointing the proxy:   Attending any meeting and voting in person; or   Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing in the form of a record stating that the appointment of the proxy is revoked or a subsequent appointment form.     Subject to Section 79-11-227 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
MS Code § 79-11-223 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-223. Cumulative voting

  If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members 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.   Cumulative voting is not authorized at a particular meeting unless:   The meeting notice or statement accompanying the notice states that cumulative voting will take place; or   A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.     A director elected by cumulative voting may be removed by the members without cause if the requirements of Section 79-11-245 are met and the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.   Members may not cumulatively vote if the directors and members are identical.
MS Code § 79-11-225 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-225. Method of election of directors

 A corporation may provide in its articles or bylaws for election of directors by members or delegates: (a) on the basis of chapter or other organization unit; (b) by region or other geographic unit; (c) by preferential voting; or (d) by any other reasonable method.
MS Code § 79-11-227 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-227. Acceptance or rejection of vote, consent, waiver or proxy appointment

  If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, 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 member.   If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, 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 member if:   The member 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 member 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 member, 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 member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment; or   Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-holders and the person signing appears to be acting on behalf of all the co-holders.     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 member.   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 are not liable in damages to the member 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 is valid unless a court of competent jurisdiction determines otherwise.
MS Code § 79-11-229 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-229. Voting agreements between members

  Two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten (10) years.   A voting agreement created under this section is specifically enforceable.
MS Code § 79-11-231 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-231. Board of directors; persons authorized to exercise some or all of powers of board

  Each corporation must have a board of directors.   Except as provided in Section 79-11-101 et seq. or subsection (3) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.   The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
MS Code § 79-11-233 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-233. Qualifications for directors

 All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors.
MS Code § 79-11-235 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-235. Number of directors

    Except as provided in paragraph (b) of this subsection, the number of directors shall be specified in or fixed in accordance with the articles or bylaws.   If the corporation: (i) is a charitable organization as defined in Section 79-11-501; (ii) which solicits contributions or intends to solicit contributions in the state by any means whatsoever; and (iii) is incorporated on or after January 1, 2012, the board must consist of not less than three (3) directors, with the number of directors specified in or fixed in accordance with the articles or bylaws.     The number of directors may be increased or decreased in conformance with law from time to time by amendment to or in the manner prescribed in the articles or bylaws.