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 79-11-131 - Petition to chancery court for alternative method for calling or conducting meeting of corporation members, delegates, or directors, or for obtaining their consent

(1)
If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or Section
79-11-101
et seq., then upon petition of a director, officer, delegate, member or the Attorney General, the chancery court of the county where the 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 order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized in such a manner as the court finds fair and equitable under the circumstances.
(2)
The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws and Section
79-11-101
et seq., whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.
(3)
The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws or Section
79-11-101
et seq.
(4)
Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets.
(5)
Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the force and effect as if it complied with every requirement imposed by the articles, bylaws and Section
79-11-101
et seq.
Laws, 1987, ch. 485, § 16; brought forward and amended, Laws, 2012, ch. 382, § 55, 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 79-11-133 - Notice to Attorney General of commencement of certain proceedings

(1)
The Attorney General shall be given notice of the commencement of any proceeding which Section
79-11-101
et seq. authorize the Attorney General to bring but which has been commenced by another person.
(2)
Whenever any provision of Section
79-11-101
et seq. requires that notice be given to the Attorney General or permits the Attorney General to commence a proceeding:
(a)
If no proceeding has been commenced, the Attorney General may take appropriate action including, but not limited to, seeking injunctive relief.
(b)
If a proceeding has been commenced by a person other than the Attorney General, the Attorney General, as of right, may intervene in such proceeding.
Laws, 1987, ch. 485, § 17, 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 79-11-135 - Persons who may act as incorporators

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
Laws, 1987, ch. 485, § 18, 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 79-11-137 - Contents of articles of incorporation

(1)
The articles of incorporation must set forth:
(a)
A corporate name for the corporation that satisfies the requirements of Section
79-11-157
;
(b)
The period of duration, which may be perpetual;
(c)
The information required by Section
79-35-5(a)
;
(d)
The name and address of each incorporator;
(e)
If the corporation is incorporated on or after January 1, 2012, the corporation's initial planned, primary nonprofit activity; and
(f)
Any other information the Secretary of State may reasonably require by rule, including, without limitation, the contact name, electronic mail address, telephone number or business or mailing address of the corporation or that can be used to contact the corporation.
(2)
The articles of incorporation may set forth:
(a)
The names and addresses of the individuals who are to serve as the initial directors;
(b)
Provisions not inconsistent with law regarding:
(i)
The purpose or purposes for which the corporation is organized;
(ii)
Managing the business and regulating the affairs of the corporation;
(iii)
Defining, limiting and regulating the powers of the corporation, its board of directors and members;
(c)
Any provision that under Section
79-11-101
et seq. is required or permitted to be set forth in the bylaws; and
(d)
A provision permitting or making obligatory indemnification of a director for liability (as defined in Section
79-11-281(1)(c)
) to any person for any action taken, or any failure to take any action as a director, except liability for:
(i)
Receipt of a financial benefit to which the director is not entitled;
(ii)
An intentional infliction of harm;
(iii)
A violation of Section
79-11-270
; or
(iv)
An intentional violation of criminal law.
(3)
The articles of incorporation need not set forth any of the corporate powers enumerated in Section
79-11-101
et seq.
(4)
The liability of a director of a corporation that is not a charitable organization as defined in Section
79-11-501
may be eliminated or limited by a provision of the articles of incorporation that a director 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, § 19; Laws, 2011, ch. 440, § 4; Laws, 2012, ch. 382, § 56, 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 79-11-139 - When corporate existence begins; filing of articles of incorporation as conclusive proof that conditions of incorporation satisfied

(1)
Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(2)
The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Laws, 1987, ch. 485, § 20, 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 79-11-141 - Liability for purporting to act for corporation where incorporation has not occurred

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under Section
79-11-101
et seq., are jointly and severally liable for all liabilities created while so acting.
Laws, 1987, ch. 485, § 21, 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 79-11-143 - Organizational meeting after incorporation; written consents in lieu of organizational meeting

(1)
After incorporation:
(a)
If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting;
(b)
If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(i)
To elect directors and complete the organization of the corporation; or
(ii)
To elect a board of directors who shall complete the organization of the corporation.
(2)
Action required or permitted by Section
79-11-101
et seq. to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(3)
An organizational meeting may be held in or out of this state.
Laws, 1987, ch. 485, § 22, 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 79-11-145 - Bylaws

(1)
The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.
(2)
The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Laws, 1987, ch. 485, § 23, 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 79-11-147 - Emergency bylaws; emergency defined

(1)
Unless the articles provide otherwise, the directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(a)
How to call a meeting of the board;
(b)
Quorum requirements for the meeting; and
(c)
Designation of additional or substitute directors.
(2)
All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(3)
Corporate action taken in good faith in accordance with the emergency bylaws:
(a)
Binds the corporation; and
(b)
May not be used to impose liability on a corporate director, officer, employee or agent.
(4)
An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Laws, 1987, ch. 485, § 24, 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 79-11-149 - Activities for which corporations may be organized

Corporations may be organized under Section
79-11-101
et seq. for any lawful activity. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under Section
79-11-101
et seq. only if permitted by, and subject to all limitations of, the other statute.
Laws, 1987, ch. 485, § 25, 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 79-11-153 - Emergency powers of board of directors; notice during emergency; officers may be deemed directors during emergency; effect of emergency corporate action; emergency defined

(1)
In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:
(a)
Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and
(b)
Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.
(2)
During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:
(a)
Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(b)
One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3)
Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
(a)
Binds the corporation; and
(b)
May not be used to impose liability on a corporate director, officer, employee or agent.
(4)
An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Laws, 1987, ch. 485, § 27, 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 79-11-155 - Challenge to corporation's power to act

(1)
Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(2)
A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director or by a member or members in a derivative proceeding.
(3)
A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver or by a trustee or other legal representative.
Laws, 1987, ch. 485, § 28, 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 79-11-157 - Corporate name

(1)
A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section
79-11-149
and its articles of incorporation.
(2)
Except as authorized by subsections (3) and (4), a corporate name must be distinguishable upon the records of the Secretary of State from:
(a)
The corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state;
(b)
A corporate name reserved or registered under Sections
79-11-159
,
79-11-161
,
79-4-4.02
or
79-4-4.03
; or
(c)
The fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable.
(3)
A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's records from one or more of the names described in subsection (2). The Secretary of State shall authorize use of the name applied for if:
(a)
The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or
(b)
The applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(4)
A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to do business in this state and the proposed user corporation:
(a)
Has merged with the other corporation;
(b)
Has been formed by reorganization of the other corporation; or
(c)
Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(5)
Section
79-11-101
et seq. do not control the use of fictitious names.
Laws, 1987, ch. 485, § 29; Laws, 1988, ch. 417, § 2, 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 79-11-159 - Reserving exclusive use of corporate name; transferring reserved corporate name

(1)
A person may reserve the exclusive use of a legal corporate name that complies with Section
79-11-157
, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a period of one hundred eighty (180) days. The one-hundred-eighty-day period may be renewed once by the applicant by filing a renewal application within thirty (30) days before the expiration of the initial one-hundred-eighty-day period.
(2)
The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
Laws, 1987, ch. 485, § 30, eff. 1/1/1988.
Amended by Laws, 2014, ch. 468, SB 2511, 2, eff. 7/1/2014.
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 79-11-161 - [Repealed]

Laws, 1987, ch. 485, § 31, eff. 1/1/1988.
Repealed by Laws, 2014, ch. 468, SB 2511, 10, eff. 7/1/2014.
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 79-11-163 - [Repealed]

Laws, 1987, ch. 485, § 32; Laws, 1988, ch. 417, § 3, eff. 7/1/1988.
Repealed by Laws, 2012, ch. 382, § 130, eff. 1/1/2013.
Laws, 1987, ch. 485, § 32; Laws, 1988, ch. 417, § 3, 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 79-11-165 - [Repealed]

Laws, 1987, ch. 485, § 33; Laws, 2011, ch. 440, § 5, eff. 1/1/2012.
Repealed by Laws, 2012, ch. 382, § 131, eff. 1/1/2013.
Laws, 1987, ch. 485, § 33; Laws, 2011, ch. 440, § 5, 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 79-11-167 - [Repealed]

Laws, 1987, ch. 485, § 34, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 132, eff. 1/1/2013.
Laws, 1987, ch. 485, § 34, 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 79-11-169 - [Repealed]

Laws, 1987, ch. 485, § 35, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 133, eff. 1/1/2013.
Laws, 1987, ch. 485, § 35, 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 79-11-171 - Admission of person as member of corporation

(1)
A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission.
(2)
No person shall be admitted as a member without his or her consent.
Laws, 1987, ch. 485, § 36, 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 79-11-173 - Consideration for admission of members to corporation

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
Laws, 1987, ch. 485, § 37, 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 79-11-175 - Corporation not required to have members

A corporation is not required to have members.
Laws, 1987, ch. 485, § 38, 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 79-11-177 - Rights and obligations of members

All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.
Laws, 1987, ch. 485, § 39, 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 79-11-179 - Transfer of membership or right arising therefrom

(1)
Except as set forth or authorized by the articles or bylaws, no member of a corporation may transfer a membership or any right arising therefrom.
(2)
Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
Laws, 1987, ch. 485, § 40, 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 79-11-181 - Liability of members for acts, debts, liabilities, or obligations of corporation

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
Laws, 1987, ch. 485, § 41, 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 79-11-183 - Liability of members for dues, assessments or fees

A member may become liable to the corporation for dues, assessments or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.
Laws, 1987, ch. 485, § 42, 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 79-11-185 - Actions by creditors to reach liability of member to corporation

(1)
No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.
(2)
All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
Laws, 1987, ch. 485, § 43, 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 79-11-187 - Resignation of member

(1)
A member may resign at any time.
(2)
The resignation of a member does not relieve the member from any obligations the member may have to the corporation.
Laws, 1987, ch. 485, § 44, 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 79-11-189 - Expulsion or suspension of member or termination or suspension of membership

(1)
No member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.
(2)
A procedure is fair and reasonable when either:
(a)
The articles or bylaws set forth a procedure which provides:
(i)
Not less than fifteen (15) days prior written notice of the expulsion, suspension or termination and the reasons therefore; and
(ii)
An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or
(b)
It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(3)
Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records.
(4)
Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination.
(5)
A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees.
Laws, 1987, ch. 485, § 45, 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 79-11-191 - Purchase by corporation of membership of member who resigns or whose membership is terminated

A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of Section
79-11-293
.
Laws, 1987, ch. 485, § 46, 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 79-11-193 - Proceedings brought on behalf of domestic or foreign corporation

(1)
A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:
(a)
Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or
(b)
Any director.
(2)
In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding.
(3)
A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.
(4)
On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.
(5)
If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise or settlement of an action or claim, the court may award the complainants reasonable expenses (including counsel fees).
Laws, 1987, ch. 485, § 47, 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 79-11-195 - Delegates

(1)
A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.
(2)
The articles or bylaws may set forth provisions relating to:
(a)
The characteristics, qualifications, rights, limitations and obligations of delegates including their selection and removal;
(b)
Calling, noticing, holding and conducting meetings of delegates; and
(c)
Carrying on corporate activities during and between meetings of delegates.
Laws, 1987, ch. 485, § 48, 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 79-11-197 - Annual membership meeting

(1)
A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(2)
Annual membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(3)
At the annual meeting:
(a)
The president and chief financial officer shall report on the activities and financial condition of the corporation; and
(b)
The members shall consider and act upon such other matters as may be raised consistent with the requirements of Sections
79-11-205
and
79-11-219
.
(4)
The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
(5)
The articles of incorporation or bylaws may provide that an annual or regular meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
Laws, 1987, ch. 485, § 49; Laws, 2011, ch. 440, § 6, 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 79-11-199 - Special meetings of members

(1)
A corporation with members shall hold a special meeting of members:
(a)
On call of its board or the person or persons authorized to do so by the articles or bylaws; or
(b)
If the holders of at least five percent (5%) of the voting power sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(2)
The close of business on the thirtieth day before delivery of the demand for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent (5%) requirement of subsection (1) of this section has been met.
(3)
If a notice for a special meeting demanded under subsection (1)(b) of this section is not given pursuant to Section
79-11-205
within thirty (30) days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (4) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Section
79-11-205
.
(4)
Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(5)
Only those matters that are within the purpose or purposes described in the meeting notice required by Section
79-11-205
may be conducted at a special meeting of members.
(6)
The articles of incorporation or bylaws may provide that a special meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
Laws, 1987, ch. 485, § 50; Laws, 2011, ch. 440, § 7, 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 79-11-201 - Court-ordered meeting of members

(1)
The chancery court of the county where a corporation's principal office is or will be 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 summarily order a meeting to be held:
(a)
On application of any member or other person entitled to participate in the annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(b)
On application of a member who signed a demand for a special meeting valid under Section
79-11-199
, or a person or persons entitled to call a special meeting, if:
(i)
Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; or
(ii)
The special meeting was not held in accordance with the notice.
(2)
The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(3)
If the court orders a meeting, it may also order the corporation to pay the member's cost (including reasonable counsel fees) incurred to obtain the order.
Laws, 1987, ch. 485, § 51; Laws, 2012, ch. 382, § 57, 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 79-11-203 - Approval of action by members without holding meeting of members

(1)
Unless limited or prohibited by the articles or bylaws, action required or permitted by Section
79-11-101
et seq. to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more consents in the form of a record bearing the date of signature and describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2)
If not otherwise determined under Section
79-11-201
or
79-11-209
, the record date for determining members entitled to take action without a meeting is the date the first member signed the consent under subsection (1) of this section.
(3)
A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State.
(4)
Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.
Laws, 1987, ch. 485, § 52; Laws, 2011, ch. 440, § 8, 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 79-11-205 - Notice of meetings of members; notice of adjourned meetings

(1)
A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(2)
Any notice which conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
(3)
Notice is fair and reasonable if:
(a)
The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first-class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date;
(b)
Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under Sections
79-11-269
,
79-11-281
,
79-11-301
,
79-11-315
,
79-11-323
,
79-11-331
,
79-11-333
or
79-11-335
; and
(c)
Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(4)
Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section
79-11-209
, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(5)
When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
(a)
requested in writing to do so by a person entitled to call a special meeting; and
(b)
the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
Laws, 1987, ch. 485, § 53, 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 79-11-207 - Waiver of notice requirements by member

(1)
A member may waive any notice required by Section
79-11-101
et seq., the articles or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2)
A member's attendance at a meeting:
(a)
Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
(b)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Laws, 1987, ch. 485, § 54, 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 79-11-209 - Record date

(1)
The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting.
(2)
The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(3)
The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
(4)
A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.
(5)
A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.
(6)
If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice of voting.
Laws, 1987, ch. 485, § 55, eff. 1/1/1988.