reglab/housing_qa huggingface dataset:
MS Code § 79-29-233 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-233. Action on an agreement to sell, lease, exchange or otherwise dispose of assets

 In the case of a limited liability company that is a party to an agreement outside the ordinary course of the limited liability company's activities to sell, lease, exchange, or otherwise dispose of assets if the disposition would leave the limited liability company without a significant continuing business activity, as such term is defined in Section 79-29-231(3)(a)(ii):   The agreement, referred to herein as the "asset sale agreement," must be approved by the members in accordance with subsection (c) of this section.   Unless the asset sale agreement is not required to be approved by the members, the limited liability company must notify each member and each owner of a financial interest, whether or not entitled to vote, of the meeting of members at which the asset sale agreement is to be submitted for approval.The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the asset sale agreement and must contain or be accompanied by a copy or summary of the asset sale agreement.   Approval of the asset sale agreement requires the approval of at least a majority of the votes entitled to be cast on the asset sale agreement, and, if any class or series of interests is entitled to vote as a separate group on the asset sale agreement, the approval of at least a majority of the votes entitled to be cast on the asset sale agreement by that voting group.   Separate voting by voting groups is required:   On an asset sale agreement, by each class or series of interests that would have a right to vote as a separate group on a provision in the asset sale agreement that, if contained in a proposed amendment to the certificate of formation or operating agreement, would require action by separate voting groups under the certificate of formation or operating agreement;   On an asset sale agreement, if the voting group is entitled under the certificate of formation or operating agreement, to vote as a voting group to approve an asset sale agreement.   If as a result of the asset disposition one or more members or owners of a financial interest would become subject to personal liability for the obligations or liabilities of any entity, approval of the asset sale agreement shall require the execution, by each such member and owner of a financial interest, of a separate written consent to become subject to personal liability.
MS Code § 79-29-303 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 3 - Members|§ 79-29-303. Withdrawal of member and expulsion of member

 A member may withdraw from a limited liability company only at the time or upon the happening of events specified in a written operating agreement and in accordance with the written operating agreement or upon the written consent of all the members.Notwithstanding anything to the contrary under applicable law, unless the certificate of formation or a written operating agreement provides otherwise, a member may not withdraw from a limited liability company prior to the dissolution and winding-up of the limited liability company without the written consent of all of the members of the limited liability company.Unless otherwise provided by the certificate of formation or written operating agreement, a limited liability company has no power to expel a member. Except as otherwise provided by the certificate of formation or written operating agreement, a member who has withdrawn from or been expelled from a limited liability company ceases to be a member of the limited liability company and ceases to have any governance rights.
MS Code § 79-29-305 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 3 - Members|§ 79-29-305. Management of limited liability company

 The management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than fifty percent (50%) of the said percentage or other interest in the profits controlling; provided however, that if an operating agreement provides for the management, in whole or in part, of a limited liability company by a manager or managers, the management of the limited liability company, to the extent so provided, shall be vested in the manager or managers who shall be chosen in the manner provided in the operating agreement.   A member of a member-managed limited liability company has the power and authority to delegate to one or more other persons the member's rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers and employees of a member or the limited liability company and to delegate by agreement to other persons.The delegation shall not cause the member to cease to be a member of the limited liability company or cause the person to whom any such rights and powers have been delegated to be a member or manager, as the case may be, of the limited liability company.
MS Code § 79-29-307 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 3 - Members|§ 79-29-307. Agency power of members, managers and officers

  Except as provided in subsection (2) of this section, every member is an agent of the limited liability company for the purpose of conducting its business and affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the ordinary course the business or affairs of the limited liability company of which the person is a member, binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.   If the certificate of formation or operating agreement provides that management of the limited liability company is vested in a manager or managers then except as otherwise provided in the certificate of formation or the operating agreement:   No member, acting solely in the capacity as a member, is an agent of the limited liability company; and   Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the ordinary course the business or affairs of the limited liability company of which the person is the manager, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.     Every officer is an agent of the limited liability company for the purpose of its business and affairs to the extent the agency authority has been delegated to the officer as provided by the operating agreement, and the act of any officer, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the ordinary course the business or affairs of the limited liability company of which the person is an officer, binds the limited liability company, unless the officer so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the officer is dealing has knowledge of the fact that the officer has no such authority.   No act of a manager, member or officer in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.
MS Code § 79-29-311 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 3 - Members|§ 79-29-311. Liability to third parties

  Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member, manager or officer of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member, acting as a manager or acting as an officer of the limited liability company.   A member, manager or officer of a limited liability company is not a proper party to a proceeding by or against a limited liability company, by reason of being a member, manager or officer, as applicable, of the limited liability company, except:   Where the object of the proceeding is to enforce a member's, manager's or officer's right against or liability to the limited liability company; or   In a derivative action brought pursuant to Article 11 of this chapter.     Notwithstanding the provisions of subsections (1) and (2) of this section, under an operating agreement or under another agreement, a member, manager or officer may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.
MS Code § 79-29-313 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 3 - Members|§ 79-29-313. Events of bankruptcy

  The certificate of formation or the written operating agreement may provide for events the occurrence of which result in a member either (a) ceasing to have some or all governance rights; (b) ceasing to have some or all financial rights; or (c) ceasing to be a member.   A person who has ceased to be a member shall continue to have any financial rights that the person had at the time of the event but shall cease to have any governance rights or any other rights.   Unless otherwise provided in the certificate of formation or written operating agreement or with the written consent of all members, a member ceases to be a member upon the happening of the following events:   A member:(i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking for the person any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of the nature described in this subsection (3)(a); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties; or   If one hundred twenty (120) days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without the member's consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties, the appointment is not vacated or stayed or within ninety (90) days after the expiration of any stay, the appointment is not vacated.
MS Code § 79-29-401 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 4 - Management|§ 79-29-401. Management of a limited liability company by a manager or managers

  The certificate of formation or the operating agreement may delegate responsibility for managing a limited liability company to or among one or more managers to the extent provided therein.Managers may also serve as officers to the extent provided in the operating agreement.   Managers need not be residents of this state or members of the limited liability company.The certificate of formation or the operating agreement may prescribe other qualifications for managers.   The number of managers shall be fixed by or in the manner provided in the certificate of formation or the operating agreement.The number of managers may be increased or decreased by amendment to, or in the manner provided in, the certificate of formation or the operating agreement.   Managers shall be elected by the members.   Any vacancy occurring in the office of manager shall be filled by the vote of the members.   All managers or any lesser number may be removed in the manner provided in the certificate of formation or the operating agreement.All managers or any lesser number may be removed with or without cause by the vote of the members required to elect such manager or managers.   Any action required or permitted to be taken by the managers of a limited liability company may be taken upon a majority vote of the managers.   An operating agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.   Meetings of managers may be held by means of telephone or other communications equipment by means of which all persons participating in the meeting can speak to and hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.   The managers may take action on any matter that is to be voted on, consented to or approved by managers without a meeting, and without a vote with not less than one (1) but not more than ten (10) days' prior notice to all the managers if a consent or consents in writing, setting forth the action so taken, shall be signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and voted.
MS Code § 79-29-403 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 4 - Management|§ 79-29-403. Reliance on reports and information

 A member, manager, officer or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon:   The records of the limited liability company; and upon   Information, opinions, reports or statements, including, information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets, reserves, contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions might properly be paid which are presented by:   Another manager of the limited liability company;   A member of the limited liability company;   A liquidating trustee of the limited liability company;   An officer of the limited liability company;   An employee of the limited liability company;   Committees of the limited liability company, members or managers; or   Any other person as to matters the member, manager, officer or liquidating trustee reasonably believes is within such other person's professional or expert competence.
MS Code § 79-29-405 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 4 - Management|§ 79-29-405. Delegation of rights and powers to manage

  The manager of a limited liability company has the power and authority to delegate to one or more other persons the manager's rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers and employees of:(a) a member, (b) a manager or (c) the limited liability company, and to delegate by a management agreement or another agreement with, or otherwise to, other persons.   Such delegation as provided in subsection (1) of this section shall not cause the manager to cease to be a manager of the limited liability company or cause the person to whom any such rights and powers have been delegated to be a manager of the limited liability company.
MS Code § 79-29-407 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 4 - Management|§ 79-29-407. Resignation of manager

 An operating agreement may provide that a manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement.An operating agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company.A manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers.If the resignation of a manager violates an operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount otherwise payable to the resigning manager.
MS Code § 79-29-501 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 5 - Finance|§ 79-29-501. Form of contribution

 The contribution of a member may be in cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
MS Code § 79-29-503 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 5 - Finance|§ 79-29-503. Liability for contributions

  A promise by a member to contribute to the limited liability company is not enforceable unless set out in a writing signed by the member.   A member is obligated to the limited liability company to perform an enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason.If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the value of the stated contribution that has not been made.The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against the member under the operating agreement or applicable law.   The obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by specific consent of all the members.However, a creditor of a limited liability company who extends credit, or otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation to the same extent as the limited liability company could pursuant to this section.A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member.Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.   A certificate of formation or operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make, shall be subject to specified penalties for, or specified consequences of, such failure.Such penalty or consequence may take the form of reducing the defaulting member's proportionate financial or governance interest in the limited liability company, subordinating the defaulting member's financial or governance interests to that of nondefaulting members, forcing a sale of the defaulting member's financial or governance interest, forfeiting the defaulting member's financial or governance interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, fixing the value of the defaulting member's financial or governance interest by appraisal or by formula and redeeming or selling of the defaulting member's financial or governance interest at such value, or other penalty or consequence.
MS Code § 79-29-505 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 5 - Finance|§ 79-29-505. Sharing of profits and losses

 The profits and losses of a limited liability company shall be allocated among the members who own financial interests and other owners of financial interests, and among groups or classes of members, in the manner provided in the certificate of formation or operating agreement.Profits and losses must be allocated on the basis of the agreed value, as stated in the limited liability company records required to be kept pursuant to Section 79-29-115, of the contributions made by each owner of a financial interest to the extent they have been received by the limited liability company and have not been returned.
MS Code § 79-29-507 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 5 - Finance|§ 79-29-507. Sharing of distributions

 Distributions of cash or other assets of a limited liability company must be allocated among the members who own financial interests and other owners of financial interests, and among classes or groups of members, in the manner provided in the certificate of formation or operating agreement. Distributions must be made on the basis of the agreed value, as stated in the limited liability company records required to be kept pursuant to Section 79-29-115, of the contributions made by each member who owns a financial interest to the extent they have been received by the limited liability company and have not been returned.
MS Code § 79-29-509 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 5 - Finance|§ 79-29-509. Defense of usury not available

 No obligation of a member, manager or officer of a limited liability company to the limited liability company arising under the operating agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member, manager or officer, shall be subject to the defense of usury, and no member, manager or officer shall interpose the defense of usury with respect to any such obligation in any action.