reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-211 - Corporate action taken by ballot without meeting

(1)
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.
(2)
A ballot shall:
(a)
Be in the form of a record;
(b)
Set forth each proposed action; and
(c)
Provide an opportunity to vote for or against each proposed action.
(3)
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.
(4)
All solicitations for votes by written ballot shall:
(a)
Indicate the number of responses needed to meet the quorum requirements;
(b)
State the percentage of approvals necessary to approve each matter other than election of directors; and
(c)
Specify the time by which a ballot must be received by the corporation in order to be counted.
(5)
Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
Laws, 1987, ch. 485, § 56; Laws, 2011, ch. 440, § 9, eff. 1/1/2012.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 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

(1)
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.
(2)
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.
(3)
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.
(4)
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.
(5)
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.
Laws, 1987, ch. 485, § 57; Laws, 2012, ch. 382, § 58, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-215 - Each member to have one vote

(1)
Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members.
(2)
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:
(a)
If only one (1) votes, such act binds all; and
(b)
If more than one (1) votes, the vote shall be divided on a pro rata basis.
Laws, 1987, ch. 485, § 58, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-217 - Quorum requirements

(1)
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.
(2)
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.
(3)
A bylaw amendment to increase the quorum required for any member action must be approved by the members.
(4)
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.
Laws, 1987, ch. 485, § 59, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-219 - Votes required for member action

(1)
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.
(2)
A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
Laws, 1987, ch. 485, § 60, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-221 - Voting by proxy

(1)
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.
(2)
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.
(3)
An appointment of a proxy is revocable by the member.
(4)
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.
(5)
Appointment of a proxy is revoked by the person appointing the proxy:
(a)
Attending any meeting and voting in person; or
(b)
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.
(6)
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.
Laws, 1987, ch. 485, § 61; Laws, 2011, ch. 440, § 10, eff. 1/1/2012.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-223 - Cumulative voting

(1)
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.
(2)
Cumulative voting is not authorized at a particular meeting unless:
(a)
The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(b)
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.
(3)
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.
(4)
Members may not cumulatively vote if the directors and members are identical.
Laws, 1987, ch. 485, § 62, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 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.
Laws, 1987, ch. 485, § 63, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-227 - Acceptance or rejection of vote, consent, waiver or proxy appointment

(1)
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.
(2)
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:
(a)
The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(b)
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;
(c)
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;
(d)
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
(e)
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.
(3)
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.
(4)
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.
(5)
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.
Laws, 1987, ch. 485, § 64, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-229 - Voting agreements between members

(1)
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.
(2)
A voting agreement created under this section is specifically enforceable.
Laws, 1987, ch. 485, § 65, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-231 - Board of directors; persons authorized to exercise some or all of powers of board

(1)
Each corporation must have a board of directors.
(2)
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.
(3)
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.
Laws, 1987, ch. 485, § 66, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-233 - Qualifications for directors

All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors.
Laws, 1987, ch. 485, § 67, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-235 - Number of directors

(1)
(a)
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.
(b)
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.
(2)
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.
Laws, 1987, ch. 485, § 68; Laws, 2011, ch. 440, § 11, eff. 1/1/2012.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-237 - Election, appointment or designation of directors

(1)
If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election or provide that some of the directors are appointed by some other person or designated.
(2)
If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.
Laws, 1987, ch. 485, § 69, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-239 - Term of office of directors

(1)
The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.
(2)
A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(3)
Except as provided in the articles or bylaws:
(a)
The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(b)
The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
(4)
Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
Laws, 1987, ch. 485, § 70, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-241 - Staggering terms of directors

The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
Laws, 1987, ch. 485, § 71, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-243 - Resignation of director

(1)
A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.
(2)
A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
Laws, 1987, ch. 485, § 72, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-245 - Removal of directors

(1)
The members may remove one or more directors elected by them without cause.
(2)
If a director is elected by a class, chapter or other organization unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
(3)
Except as provided in subsection (9) of this section, a director may be removed under subsection (1) or (2) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(4)
If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
(5)
A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
(6)
In computing whether a director is protected from removal under subsections (2) through (4) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
(7)
An entire board of directors may be removed under subsections (1) through (5) of this section.
(8)
The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of a two-thirds (2/3) of the directors then in office or such greater number as is set forth in the articles or bylaws.
(9)
If at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
Laws, 1987, ch. 485, § 73, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-247 - Removal of designated director or appointed director

(1)
A designated director may be removed by an amendment to the article or bylaws deleting or changing the designation.
(2)
Appointed directors:
(a)
Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;
(b)
The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary;
(c)
A removal is effective when the notice is effective unless the notice specifies a future effective date.
Laws, 1987, ch. 485, § 74, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-249 - Removal of director by court proceeding

(1)
The chancery court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power of any class if the court finds that:
(a)
the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections
79-11-267
and
79-11-269
, and
(b)
removal is in the best interest of the corporation.
(2)
The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(3)
If members commence a proceeding under subsection (1) of this section, the corporation shall be made a party defendant.
Laws, 1987, ch. 485, § 75, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-251 - Filling of vacancy in board of directors

(1)
Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a)
The members, if any, may fill the vacancy; provided that if the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(b)
The board of directors may fill the vacancy; or
(c)
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.
(2)
Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(3)
If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
(4)
A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section
79-11-243(2)
or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Laws, 1987, ch. 485, § 76, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-253 - Compensation of directors

Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.
Laws, 1987, ch. 485, § 77, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-255 - Meetings of board of directors

(1)
The board of directors may hold regular or special meetings in or out of this state.
(2)
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. 485, § 78, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-257 - Action taken by board of directors without meeting

(1)
Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by Section
79-11-101
et seq. to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(2)
Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(3)
A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Laws, 1987, ch. 485, § 79, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-259 - Notice of regular and special meetings of board of directors

(1)
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.
(2)
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. 485, § 80, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-261 - Waiver of notice of meeting of board of directors

(1)
A director may waive any notice required by Section
79-11-101
et seq., the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (2) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(2)
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. 485, § 81, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-263 - Quorum of board of directors; director present at meeting deemed to have assented to action taken; exceptions

(1)
Except as otherwise provided in Section
79-11-101
et seq., the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins.
(2)
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 unless Section
79-11-101
et seq., the articles or bylaws, require the vote of a greater number of directors.
(3)
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:
(a)
he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting;
(b)
his dissent or abstention from the action taken is entered in the minutes of the meeting; or
(c)
he delivers written notice of his 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. 485, § 82; Laws, 1988, ch. 417, § 4, eff. 7/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-265 - Committees of board of directors

(1)
Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors who serve at the pleasure of the board.
(2)
The creation of a committee and appointment of directors to it must be approved by the greater of:
(a)
A majority of all the directors in office when the action is taken; or
(b)
The number of directors required by the articles or bylaws to take action under Section
79-11-263
.
(3)
Sections
79-11-255
through
79-11-263
, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.
(4)
To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under Section
79-11-231
.
(5)
A committee of the board may not, however:
(a)
Authorize distributions;
(b)
Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;
(c)
Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
(d)
Adopt, amend or repeal the articles or bylaws.
(6)
The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section
79-11-267
.
Laws, 1987, ch. 485, § 83, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-267 - Director to act in best interests of corporation; director's reliance upon others for information; liability of directors

(1)
A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith belief that he is acting in the best interests of the corporation.
(2)
Unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a)
One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;
(b)
Legal counsel, public accountants or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or
(c)
A committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence.
(3)
A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.
(4)
A person alleging a violation of this section has the burden of proving the violation.
(5)
Notwithstanding any other provision of this section, a director of a corporation that is a charitable organization as defined in Section
79-11-501
shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(a)
The amount of a financial benefit received by the director to which the director is not entitled;
(b)
An intentional infliction of harm;
(c)
A violation of Section
79-11-270
; or
(d)
An intentional violation of criminal law.
Laws, 1987, ch. 485, § 84; Laws, 2011, ch. 440, § 12, eff. 1/1/2012.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-270 - Liability of director for unlawful distribution

(1)
A director who votes for or assents to a distribution made in violation of Section
79-11-101
et seq. is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section
79-11-101
et seq., if it is established that he did not perform his duties in compliance with Section
79-11-267
. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(2)
A director held liable under subsection (1) for an unlawful distribution is entitled to contribution:
(a)
From every other director who could be held liable under subsection (1) for the unlawful distribution; and
(b)
From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of Section
79-11-101
et seq.
Laws, 1988, ch. 417, § 5, eff. 7/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-271 - Officers of corporation

(1)
A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(2)
A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(3)
The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.
(4)
The same individual may simultaneously hold more than one (1) office in a corporation.
Laws, 1987, ch. 485, § 86, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-273 - Duties of officers

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
Laws, 1987, ch. 485, § 87, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-275 - Officers to act in best interests of corporation; reliance upon others for information; liability of officers

(1)
An officer with discretionary authority shall discharge his duties under that authority, in accordance with his good faith belief that he is acting in the best interests of the corporation.
(2)
Unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a)
One or more officers or employees of the corporation whom the officer believes, in good faith, to be reliable and competent in the matters presented; or
(b)
Legal counsel, public accountants or other persons as to matters the officer believes, in good faith, are within the person's professional or expert competence.
(3)
An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.
(4)
A person alleging a violation of this section has the burden of proving the violation.
Laws, 1987, ch. 485, § 88, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-277 - Resignation or removal of officer

(1)
An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(2)
A board of directors may remove any officer at any time with or without cause.
Laws, 1987, ch. 485, § 89, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-279 - Contract rights between officer and corporation

(1)
The appointment of an officer does not itself create contract rights between the officer and the corporation.
(2)
An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Laws, 1987, ch. 485, § 90, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-282 - Restrictions on corporate loans; borrower's liability

(1)
A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.
(2)
The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
Laws, 1988, ch. 417, § 6, eff. 7/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-283 - Recordkeeping requirements

(1)
A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by Section
79-11-265
.
(2)
A corporation shall maintain appropriate accounting records.
(3)
A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.
(4)
A corporation shall maintain its records in written form or in any other form of a record
(5)
A corporation shall keep a copy of the following records at its principal office:
(a)
Its articles or restated articles of incorporation and all amendments to them currently in effect;
(b)
Its bylaws or restated bylaws and all amendments to them currently in effect;
(c)
Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(d)
The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;
(e)
All written communications to members generally within the past three (3) years;
(f)
A list of the names and business or home addresses of its current directors and officers; and
(g)
Its most recent annual report delivered to the Secretary of State .
Laws, 1987, ch. 485, § 92; Laws, 2011, ch. 440, § 13, eff. 1/1/2012.
Amended by Laws, 2024, ch. 449, HB 1344,§ 6, eff. 7/1/2024.