reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.20 - Shareholders' list for meeting

(a)
After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.
(b)
The shareholders' list must be available for inspection by any shareholder beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent or attorney is entitled on written demand to inspect and, subject to the requirements of Section
79-4-16.02(c)
, to copy the list during regular business hours and at his expense, during the period it is available for inspection.
(c)
The corporation shall make the shareholders' list available at the meeting, and any shareholder, his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d)
If the corporation refuses to allow a shareholder, his agent or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b)), the chancery court of the county where a corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e)
Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
Laws, 1987, ch. 486, § 7.20; Laws, 2012, ch. 382, § 28, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.21 - Voting entitlement of shares

(a)
Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
(b)
Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(c)
Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d)
Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
Laws, 1987, ch. 486, § 7.21, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.22 - Proxies

(a)
A shareholder may vote his shares in person or by proxy.
(b)
A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission, and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.
(c)
An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment.
(d)
An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(1)
A pledgee;
(2)
A person who purchased or agreed to purchase the shares;
(3)
A creditor of the corporation who extended it credit under terms requiring the appointment;
(4)
An employee of the corporation whose employment contract requires the appointment; or
(5)
A party to a voting agreement created under Section
79-4-7.31
.
(e)
The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.
(f)
An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished.
(g)
A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(h)
Subject to Section
79-4-7.24
and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
Laws, 1987, ch. 486, § 7.22; Laws, 1997, ch. 418, § 51; Laws, 2012, ch. 481, § 12, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.23 - Shares held by nominees

(a)
A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b)
The procedure may set forth:
(1)
The types of nominees to which it applies;
(2)
The rights or privileges that the corporation recognizes in a beneficial owner;
(3)
The manner in which the procedure is selected by the nominee;
(4)
The information that must be provided when the procedure is selected;
(5)
The period for which selection of the procedure is effective; and
(6)
Other aspects of the rights and duties created.
Laws, 1987, ch. 486, § 7.23, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.24 - Corporation's acceptance of votes

(a)
If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of the shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.
(b)
If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:
(1)
The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(2)
The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;
(3)
The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;
(4)
The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment;
(5)
Two (2) or more persons are the shareholders as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c)
The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
(d)
The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section or Section
79-4-7.22(b)
are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e)
Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or Section
79-4-7.22(b)
is valid unless a court of competent jurisdiction determines otherwise.
Laws, 1987, ch. 486, § 7.24; Laws, 1997, ch. 418, § 52, eff. 7/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.25 - Quorum and voting requirements for voting groups

(a)
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or Sections
79-4-1.01
et seq. provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b)
Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c)
If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or Sections
79-4-1.01
et seq. require a greater number of affirmative votes.
(d)
An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (b) or (c) is governed by Section
79-4-7.27
.
(e)
The election of directors is governed by Section
79-4-7.28
.
Laws, 1987, ch. 486, § 7.25, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.26 - Action by single and multiple voting groups

(a)
If the articles of incorporation or Sections
79-4-1.01
et seq. provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section
79-4-7.25
.
(b)
If the articles of incorporation or Sections
79-4-1.01
et seq. provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section
79-4-7.25
. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Laws, 1987, ch. 486, § 7.26, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.27 - Greater quorum or voting requirements

(a)
The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by Sections
79-4-1.01
et seq.
(b)
An amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Laws, 1987, ch. 486, § 7.27, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.28 - Voting for directors; cumulative voting

(a)
Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(b)
For corporations incorporated before July 1, 2002, shareholders shall have a right to cumulate their votes for directors unless the articles of incorporation provide otherwise. For corporations incorporated on or after July 1, 2002, shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation provide otherwise.
(c)
A statement included in the articles of incorporation that "a designated voting group of shareholders is entitled to cumulate their votes for directors," or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they 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.
Laws, 1987, ch. 486, § 7.28; Laws, 1988, ch. 368, § 6; Laws, 2001, ch. 435, § 5, eff. 7/1/2001.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle B - VOTING (§§ 79-4-7.20 — 79-4-7.29) › Section 79-4-7.29 - Appointment of election inspectors; duties of inspectors

(a)
A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.
(b)
The inspectors shall:
(1)
Ascertain the number of shares outstanding and the voting power of each;
(2)
Determine the shares represented at a meeting;
(3)
Determine the validity of proxies and ballots;
(4)
Count all votes; and
(5)
Determine the result.
(c)
An inspector may be an officer or employee of the corporation.
Laws, 1997, ch. 418, § 53, eff. 7/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle C - VOTING TRUSTS AND AGREEMENTS (§§ 79-4-7.30 — 79-4-7.32) › Section 79-4-7.30 - Voting trusts

(a)
One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
(b)
A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for the period specified in the trust agreement.
(c)
All or some of the parties to a voting trust may extend it for additional terms by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for the period specified in the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
Laws, 1987, ch. 486, § 7.30 eff. 1/1/1988.
Amended by Laws, 2017, ch. 369, SB 2350, 1, eff. 7/1/2017.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle C - VOTING TRUSTS AND AGREEMENTS (§§ 79-4-7.30 — 79-4-7.32) › Section 79-4-7.31 - Voting agreements

(a)
Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section
79-4-7.30
.
(b)
A voting agreement created under this section is specifically enforceable.
Laws, 1987, ch. 486, § 7.31, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle D - DERIVATIVE PROCEDURES (§§ 79-4-7.40 — 79-4-7.48) › Section 79-4-7.40 - Meaning of "derivative proceeding", "shareholder" in subarticle

In Sections
79-4-7.41
through
79-4-7.47
:
(1)
"Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in Section
79-4-7.47
, in the right of a foreign corporation.
(2)
"Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
Laws, 1987, ch. 486, § 7.40; Laws, 1993, ch. 368, § 3, eff. 7/1/1993.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle D - DERIVATIVE PROCEDURES (§§ 79-4-7.40 — 79-4-7.48) › Section 79-4-7.41 - Who may commence or maintain derivative proceeding

A shareholder may not commence or maintain a derivative proceeding unless the shareholder:
(1)
Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and
(2)
Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
Laws, 1993, ch. 368, § 4, eff. 7/1/1993.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle D - DERIVATIVE PROCEDURES (§§ 79-4-7.40 — 79-4-7.48) › Section 79-4-7.42 - Prerequisites to commencing derivative proceeding

No shareholder may commence a derivative proceeding until:
(1)
A written demand has been made upon the corporation to take suitable action; and
(2)
Ninety (90) days have expired from the date delivery of the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.
Laws, 1993, ch. 368, § 5; Laws, 2012, ch. 481, § 13, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle D - DERIVATIVE PROCEDURES (§§ 79-4-7.40 — 79-4-7.48) › Section 79-4-7.43 - Stay of proceeding when corporation inquires into allegations

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
Laws, 1993, ch. 368, § 6, eff. 7/1/1993.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle D - DERIVATIVE PROCEDURES (§§ 79-4-7.40 — 79-4-7.48) › Section 79-4-7.44 - Determination by independent directors or independent persons whether maintenance of proceeding is in best interests of corporation

(a)
A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection (b) or (f) has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.
(b)
Unless a panel is appointed pursuant to subsection (e), the determination in subsection (a) shall be made by:
(1)
A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or
(2)
A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.
(c)
If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either (1) that a majority of the board of directors did not consist of qualified directors at the time the determination was made or (2) that the requirements of subsection (a) have not been met.
(d)
If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) have not been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) have been met.
(e)
Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) have not been met.
Laws, 1993, ch. 368, § 7; Laws, 2006, ch. 429, § 4, eff. 7/1/2006.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle D - DERIVATIVE PROCEDURES (§§ 79-4-7.40 — 79-4-7.48) › Section 79-4-7.45 - Court approval for settlement or discontinuance

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
Laws, 1993, ch. 368, § 8, eff. 7/1/1993.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle D - DERIVATIVE PROCEDURES (§§ 79-4-7.40 — 79-4-7.48) › Section 79-4-7.46 - Expenses and attorney fees

On termination of the derivative proceeding the court may:
(1)
Order the corporation to pay the plaintiff's reasonable expenses (including attorney fees) incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or
(2)
Order the plaintiff to pay any defendant's reasonable expenses (including attorney fees) incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
Laws, 1993, ch. 368, § 9, eff. 7/1/1993.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle D - DERIVATIVE PROCEDURES (§§ 79-4-7.40 — 79-4-7.48) › Section 79-4-7.47 - Law applicable in derivative proceedings involving foreign corporations

In any derivative proceeding in the right of a foreign corporation, the matters covered by this subchapter shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for Sections
79-4-7.43
,
79-4-7.45
and
79-4-7.46
.
Laws, 1993, ch. 368, § 10, eff. 7/1/1993.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle D - DERIVATIVE PROCEDURES (§§ 79-4-7.40 — 79-4-7.48) › Section 79-4-7.48 - Shareholder action to appoint custodian or receiver

(a)
The chancery court of the county where a corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that:
(1)
The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or
(2)
The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.
(b)
The court:
(1)
May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;
(2)
Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and
(3)
Has jurisdiction over the corporation and all of its property, wherever located.
(c)
The court may appoint an individual or domestic or foreign corporation (authorized to transact business in this state) as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.
(d)
The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers,
(1)
A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and
(2)
A receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in the receiver's own name as receiver in all courts of this state.
(e)
The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.
(f)
The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.
Laws, 2007, ch. 361, § 7; Laws, 2012, ch. 382, § 29, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.01 - Requirement for Board of Directors; exception; duties of Board

(a)
Except as provided in Section
79-4-7.32
, each corporation must have a board of directors.
(b)
All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under Section
79-4-7.32
.
Laws, 1987, ch. 486, § 8.01; Laws, 1988, ch. 368, § 7; Laws, 1993, ch. 368, § 2; Laws, 2001, ch. 435, § 6; Laws, 2012, ch. 481, § 14, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.02 - Qualifications of directors

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
Laws, 1987, ch. 486, § 8.02; Laws, 1988, ch. 368, § 8, eff. 4/18/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.03 - Number and election of directors

(a)
A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(b)
The number of directors may be increased or decreased, from time to time, by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.
(c)
Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under Section
79-4-8.06
.
Laws, 1987, ch. 486, § 8.03; Laws, 2001, ch. 435, § 7, eff. 7/1/2001.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.04 - Election of directors by authorized classes of shares

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. Each class (or classes) of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
Laws, 1988, ch. 368, § 12, eff. 4/18/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.05 - Terms of directors generally

(a)
The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b)
The terms of all other directors expire at the next, or if their terms are staggered in accordance with Section
79-4-8.06
, at the applicable second or third, annual shareholders' meeting following their election.
(c)
A decrease in the number of directors does not shorten an incumbent director's term.
(d)
The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(e)
Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
Laws, 1987, ch. 486, § 8.05; Laws, 2012, ch. 481, § 15, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.06 - Staggered terms for directors

The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
Laws, 1987, ch. 486, § 8.06 eff. 1/1/1988; Laws, 2001, ch. 435, § 8; Laws, 2012, ch. 481, § 16, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.07 - Resignation of directors

(a)
A director may resign at any time by delivering written notice to the board of directors, or its chair or to the secretary of the corporation.
(b)
A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
Laws, 1987, ch. 486, § 8.07 eff. 1/1/1988; Laws, 2012, ch. 481, § 17, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.08 - Removal of directors by shareholders

(a)
The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(b)
If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.
(c)
If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.
(d)
A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.
Laws, 1987, ch. 486, § 8.08; Laws, 1988, ch. 368, § 9, eff. 4/18/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.09 - Removal of directors by judicial proceeding

(a)
The chancery court of the county where a corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent (10%) of the outstanding shares of any class if the court finds that (1) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, and (2) removal is in the best interest of the corporation.
(b)
The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c)
If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
Laws, 1987, ch. 486, § 8.09 eff. 1/1/1988; Laws, 2012, ch. 382, § 30, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.10 - Vacancy on board

(a)
Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1)
The shareholders may fill the vacancy;
(2)
The board of directors may fill the vacancy; or
(3)
If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b)
If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to fill the vacancy if it is filled by the shareholders and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the director.
(c)
A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section
79-4-8.07(b)
or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Laws, 1987, ch. 486, § 8.10; Laws, 1988, ch. 368, § 10; Laws, 2012, ch. 481, § 18, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle A - BOARD OF DIRECTORS (§§ 79-4-8.01 — 79-4-8.11) › Section 79-4-8.11 - Compensation of directors

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Laws, 1987, ch. 486, § 8.11, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle B - MEETINGS AND ACTION OF THE BOARD (§§ 79-4-8.20 — 79-4-8.26) › Section 79-4-8.20 - Meetings

(a)
The board of directors may hold regular or special meetings in or out of this state.
(b)
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Laws, 1987, ch. 486, § 8.20, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle B - MEETINGS AND ACTION OF THE BOARD (§§ 79-4-8.20 — 79-4-8.26) › Section 79-4-8.21 - Action without meeting

(a)
Action required or permitted by Section
79-4-1.01
et seq. to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action taken and delivers it to the corporation.
(b)
Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A consent may be withdrawn by a revocation signed by the director and received by the corporation prior to receipt by the corporation of unrevoked written consents signed by all the directors.
(c)
A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
Laws, 1987, ch. 486, § 8.21; Laws, 2001, ch. 435, § 9, eff. 7/1/2001.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle B - MEETINGS AND ACTION OF THE BOARD (§§ 79-4-8.20 — 79-4-8.26) › Section 79-4-8.22 - Notice of meeting

(a)
Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.
(b)
Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
Laws, 1987, ch. 486, § 8.22, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle B - MEETINGS AND ACTION OF THE BOARD (§§ 79-4-8.20 — 79-4-8.26) › Section 79-4-8.23 - Waiver of notice

(a)
A director may waive any notice required by Sections
79-4-1.01
et seq., the articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b)
A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Laws, 1987, ch. 486, § 8.23, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle B - MEETINGS AND ACTION OF THE BOARD (§§ 79-4-8.20 — 79-4-8.26) › Section 79-4-8.24 - Quorum and voting

(a)
Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:
(1)
A majority of the fixed number of directors if the corporation has a fixed board size; or
(2)
A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b)
The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a).
(c)
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(d)
A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(1)
the director objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;
(2)
the dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3)
the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Laws, 1987, ch. 486, § 8.24; Laws, 1996, ch. 459, § 2; Laws, 2012, ch. 481, § 19, eff. 1/1/2013.