reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle B - MEETINGS AND ACTION OF THE BOARD (§§ 79-4-8.20 — 79-4-8.26) › Section 79-4-8.25 - Committees

(a)
Unless this chapter, the articles of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee.
(b)
Unless this chapter otherwise provides, the creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section
79-4-8.24
.
(c)
Sections
79-4-8.20
through
79-4-8.24
apply both to committees of the board and their members.
(d)
To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under Section
79-4-8.01
.
(e)
A committee may not, however:
(1)
Authorize or approve distributions, except according to a formula or method or within limits prescribed by the board of directors;
(2)
Approve or propose to shareholders action that Section
79-4-1.01
et seq. requires to be approved by shareholders;
(3)
Fill vacancies on the board of directors, or subject to subsection (g), on any of its committees; or
(4)
Adopt, amend or repeal bylaws.
(f)
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
79-4-8.30
.
(g)
The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.
Laws, 1987, ch. 486, § 8.25; Laws, 2001, ch. 435, § 10, eff. 7/1/2001.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle B - MEETINGS AND ACTION OF THE BOARD (§§ 79-4-8.20 — 79-4-8.26) › Section 79-4-8.26 - Submission of matters for shareholder vote

A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.
Laws, 2012, ch. 481, § 20, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle C - STANDARDS OF CONDUCT (§§ 79-4-8.30 — 79-4-8.33) › Section 79-4-8.30 - General standards for directors

(a)
Each member of the board of directors, when discharging the duties of a director, shall act:
(1)
In good faith, and
(2)
In a manner the director reasonably believes to be in the best interests of the corporation.
(b)
The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
(c)
In discharging board or committee duties a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on the performance by any of the persons specified in subsection (e)(1) or subsection (e)(3) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.
(d)
In discharging board or committee duties a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (e).
(e)
A director is entitled to rely, in accordance with subsection (c) or (d), on:
(1)
One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided;
(2)
Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence; or
(3)
A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(f)
For purposes of this section, a director, in determining what he reasonably believes to be in the best interests of the corporation, shall consider the interests of the corporation's shareholders and, in his discretion, may consider any of the following:
(1)
The interests of the corporation's employees, suppliers, creditors and customers;
(2)
The economy of the state and nation;
(3)
Community and societal considerations;
(4)
The long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.
Laws, 1987, ch. 486, § 8.30; Laws, 1990, ch. 538, § 5; Laws, 1999, ch. 471, § 1, eff. 7/1/1999.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle C - STANDARDS OF CONDUCT (§§ 79-4-8.30 — 79-4-8.33) › Section 79-4-8.33 - Liability for unlawful distributions

(a)
A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section
79-4-6.40(a)
or
79-4-14.09(a)
is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section
79-4-6.40(a)
or
79-4-14.09(a)
if the party asserting liability establishes that when taking the action the director did not comply with Section
79-4-8.30
.
(b)
A director held liable under subsection (a) for an unlawful distribution is entitled to:
(1)
Contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2)
Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of Section
79-4-6.40(a)
or
79-4-14.09(a)
.
(c)
A proceeding to enforce:
(1)
The liability of a director under subsection (a) is barred unless it is commenced within two (2) years after the date (i) on which the effect of the distribution was measured under Section
79-4-6.40(e) or (g)
; (ii) as of which the violation of Section
79-4-6.40(a)
occurred as the consequence of disregard of a restriction in the articles of incorporation; or (iii) on which the distribution of assets to shareholders under Section
79-4-14.09(a)
was made; or
(2)
Contribution or recoupment under subsection (b) is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated under subsection (a).
Laws, 1987, ch. 486, § 8.33; Laws, 1988, ch. 369, § 4; Laws, 1999, ch. 471, § 3; Laws, 2001, ch. 435, § 11, eff. 7/1/2001.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle D - OFFICERS (§§ 79-4-8.40 — 79-4-8.44) › Section 79-4-8.40 - Required offices

(a)
A corporation has the offices described in its bylaws or designated by the board of directors in accordance with the bylaws.
(b)
The board of directors may elect individuals to fill one or more offices of the corporation. A duly authorized officer may appoint one or more officers if authorized by the bylaws or the board of directors.
(c)
The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating records of the corporation.
(d)
The same individual may simultaneously hold more than one (1) office in a corporation.
Laws, 1987, ch. 486, § 8.40; Laws, 1991, ch. 320 § 1; Laws, 2001, ch. 435, § 12, eff. 7/1/2001.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle D - OFFICERS (§§ 79-4-8.40 — 79-4-8.44) › Section 79-4-8.41 - 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. 486, § 8.41, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle D - OFFICERS (§§ 79-4-8.40 — 79-4-8.44) › Section 79-4-8.42 - Standards of conduct for officers

(a)
An officer, when performing in such capacity, shall act:
(1)
In good faith;
(2)
With the care that a person in a like position would reasonably exercise under similar circumstances; and
(3)
In a manner the officer reasonably believes to be in the best interests of the corporation.
(b)
In discharging those duties an officer, who does not have knowledge that makes reliance unwarranted, is entitled to rely on:
(1)
The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or
(2)
Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence.
(c)
An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of Section
79-4-8.31
that have relevance.
Laws, 1987, ch. 486, § 8.42; Laws, 1999, ch. 471, § 4, eff. 7/1/1999.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle D - OFFICERS (§§ 79-4-8.40 — 79-4-8.44) › Section 79-4-8.43 - Resignation and removal of officers

(a)
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 time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.
(b)
An officer may be removed at any time with or without cause by:
(i)
the board of directors;
(ii)
the officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or
(iii)
any other officer if authorized by the bylaws or the board of directors.
(c)
In this section, "appointing officer" means the officer (including any successor to that officer) who appointed the officer resigning or being removed.
Laws, 1987, ch 486, § 8.43; Laws, 2001, ch. 435, § 13, eff. 7/1/2001.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle D - OFFICERS (§§ 79-4-8.40 — 79-4-8.44) › Section 79-4-8.44 - Contract rights of officers

(a)
The appointment of an officer does not itself create contract rights.
(b)
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. 486, § 8.44, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.50 - Subarticle definitions

In this subarticle:
(1)
"Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.
(2)
"Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
(3)
"Expenses" means reasonable expenses of any kind that are incurred in connection with a matter.
(4)
"Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
(5)
"Official capacity" means:
(i)
when used with respect to a director, the office of director in a corporation; and
(ii)
when used with respect to an officer, as contemplated in Section
79-4-8.56
, the office in a corporation held by the officer. "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity.
(6)
"Party" means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.
(7)
"Proceeding" means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.
Laws, 1987, ch. 486, § 8.50; Laws, 1996, ch. 459, § 3; Laws, 2006, ch. 429, § 5; Laws, 2012, ch. 481, § 22, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.51 - Authority to indemnify

(a)
Except as otherwise provided in subsection (d) of this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if:
(1)
(i)
He conducted himself in good faith; and
(ii)
He reasonably believed:
(A)
In the case of conduct in his official capacity, that his conduct was in the best interests of the corporation; and
(B)
In all other cases, that his conduct was at least not opposed to the best interests of the corporation; and
(iii)
In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or
(2)
He engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation as authorized by Section
79-4-2.02(b)(5)
.
(b)
A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interest of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(1)(ii)(B).
(c)
The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(d)
Unless ordered by a court under Section
79-4-8.54(a)(3)
, a corporation may not indemnify a director under this section:
(1)
In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or
(2)
In connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in his official capacity.
Laws, 1987, ch. 486, § 8.51; Laws, 1996, ch. 459, § 4, eff. 1/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.52 - Mandatory indemnification

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.
Laws, 1987, ch. 486, § 8.52; Laws, 1996, ch. 459, § 5, eff. 1/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.53 - Advance for expenses

(a)
A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers to the corporation:
(1)
A signed written affirmation of the director's good faith belief that the relevant standard of conduct described in Section
79-4-8.51
has been met by the director or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by Section
79-4-2.02(b)(4)
; and
(2)
A signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under Section
79-4-8.52
and it is ultimately determined under Section
79-4-8.54
or Section
79-4-8.55
that the director has not met the relevant standard of conduct described in Section
79-4-8.51
.
(b)
The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c)
Authorizations under this section shall be made:
(1)
By the board of directors:
(i)
If there are two (2) or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two (2) or more qualified directors appointed by such a vote; or
(ii)
If there are fewer than two (2) qualified directors, by the vote necessary for action by the board in accordance with Section
79-4-8.24(c)
, in which authorization directors who are not qualified directors may participate; or
(2)
By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
Laws, 1987, ch. 486, § 8.53; Laws, 1996, ch. 459, § 6; Laws, 2006, ch. 429, § 6; Laws, 2012, ch. 481, § 23, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.54 - Court-ordered indemnification

(a)
A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application, and after giving any notice it considers necessary, the court shall:
(1)
Order indemnification if the court determines that the director is entitled to mandatory indemnification under Section
79-4-8.52
;
(2)
Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by Section
79-4-8.58(a)
; or
(3)
Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:
(i)
To indemnify the director; or
(ii)
To advance expenses to the director, even if he has not met the relevant standard of conduct set forth in Section
79-4-8.51(a)
, failed to comply with Section
79-4-8.53
or was adjudged liable in a proceeding referred to in subsection
79-4-8.51(d)(1) or (d)(2)
, but if he was adjudged so liable his indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
(b)
If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.
Laws, 1987, ch. 486, § 8.54; Laws, 1996, ch. 459, § 7, eff. 1/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.55 - Determination and authorization of indemnification

(a)
A corporation may not indemnify a director under Section
79-4-8.51
unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Section
79-4-8.51
.
(b)
The determination shall be made:
(1)
If there are two (2) or more qualified directors, by the board of directors by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum), or by a majority of the members of a committee of two (2) or more qualified directors appointed by such a vote;
(2)
By special legal counsel:
(i)
Selected in the manner prescribed in subdivision (1); or
(ii)
If there are fewer than two (2) qualified directors, selected by the board of directors (in which selection directors who are not qualified directors may participate); or
(3)
By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.
(c)
Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two (2) qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii).
Laws, 1987, ch. 486, § 8.55; Laws, 1996, ch. 459, § 8; Laws, 2006, ch. 429, § 7, eff. 7/1/2006.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.56 - Indemnification of officers

(a)
A corporation may indemnify and advance expenses under this subarticle to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation:
(1)
To the same extent as to a director; and
(2)
If he is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract except for (A) liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding or (B) liability arising out of conduct that constitutes (i) receipt by him of a financial benefit to which he is not entitled, (ii) an intentional infliction of harm on the corporation or the shareholders, or (iii) an intentional violation of criminal law.
(b)
The provisions of subsection (a)(2) shall apply to an officer who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer.
(c)
An officer of a corporation who is not a director is entitled to mandatory indemnification under Section
79-4-8.52
, and may apply to a court under Section
79-4-8.54
for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
Laws, 1987, ch. 486, § 8.56; Laws, 1996, ch. 459, § 9, eff. 1/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.57 - Insurance

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by him in that capacity or arising from his status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to him against the same liability under this subarticle.
Laws, 1987, ch. 486, § 8.57; Laws, 1996, ch. 459, § 10, eff. 1/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.58 - Application of subarticle

(a)
A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with Section
79-4-8.51
or advance funds to pay for or reimburse expenses in accordance with Section
79-4-8.53
. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with Section
79-4-8.53
to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(b)
A right of indemnification or to advances for expenses created by this subarticle or under subsection (a) that is in effect at the time of an act or omission shall not be eliminated or impaired with respect to the act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the directors or shareholders adopted after the occurrence of the act or omission, unless, in the case of a right created under subsection (a), the provision creating the right that is in effect at the time of the act or omission explicitly authorizes elimination or impairment after the act or omission has occurred.
(c)
Any provision pursuant to subsection (a) shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by Section
79-4-11.06(a)(3)
.
(d)
Subject to subsection (b), a corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this subarticle.
(e)
This subarticle does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.
(f)
This subarticle does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
Laws, 1987, ch. 486, § 8.58; Laws, 1996, ch. 459, § 11; Laws, 2012, ch. 481, § 24, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle E - INDEMNIFICATION (§§ 79-4-8.50 — 79-4-8.59) › Section 79-4-8.59 - Subarticle to be controlling

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this subarticle.
Laws, 1996, ch. 459, § 12, eff. 1/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle F - DIRECTOR'S CONFLICTS OF INTEREST (§§ 79-4-8.60 — 79-4-8.70) › Section 79-4-8.61 - When director's actions not sanctionable

(a)
A transaction effected or proposed to be effected by the corporation or by an entity controlled by the corporation may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.
(b)
A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation on the ground that the director has an interest respecting the transaction, if:
(1)
Directors' action respecting the transaction was taken in compliance with Section
79-4-8.62
at any time; or
(2)
Shareholders' action respecting the transaction was taken in compliance with Section
79-4-8.63
at any time; or
(3)
The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
Laws, 1990, ch. 538, § 2; Laws, 1991, ch. 320 § 2; Laws, 2006, ch. 429, § 9, eff. 7/1/2006.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle F - DIRECTOR'S CONFLICTS OF INTEREST (§§ 79-4-8.60 — 79-4-8.70) › Section 79-4-8.62 - Effectiveness of directors' action; disclosure

(a)
Directors' action respecting a director's conflicting interest transaction is effective for purposes of Section
79-4-8.61(b)(1)
if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors or after modified disclosure in compliance with subsection (b), provided that:
(1)
The qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and
(2)
Where the action has been taken by a committee, all members of the committee were qualified directors, and either (i) the committee was composed of all the qualified directors on the board of directors, or (ii) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(b)
Notwithstanding subsection (a), when a transaction is a director's conflicting interest transaction only because a related person described in Section
79-4-8.60(5)(v) or (vi)
is a party to or has material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction:
(1)
All information required to be disclosed that is not so violative;
(2)
The existence and nature of the director's conflicting interest; and
(3)
The nature of the conflicted director's duty not to disclose the confidential information.
(c)
A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.
(d)
Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Laws, 1990, ch. 538, § 3; Laws, 2006, ch. 429, § 10, eff. 7/1/2006.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 8 - DIRECTORS AND OFFICERS (§§ 79-4-8.01 — 79-4-8.70) › Subarticle F - DIRECTOR'S CONFLICTS OF INTEREST (§§ 79-4-8.60 — 79-4-8.70) › Section 79-4-8.70 - Business opportunities

(a)
A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and:
(1)
Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in Section
79-4-8.62
, as if the decision being made concerned a director's conflicting interest transaction; or
(2)
Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in Section
79-4-8.63
, as if the decision being made concerned a director's conflicting interest transaction;
except that, rather than making "required disclosure" as defined in Section
79-4-8.60
, in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director.
(b)
In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
Laws, 2006, ch. 429, § 12, eff. 7/1/2006.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 79-4-10.01 — 79-4-10.09) › Section 79-4-10.01 - Authority to amend

(a)
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
(b)
A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose or duration of the corporation.
Laws, 1987, ch. 486, § 10.01; Laws, 2000, ch. 469, § 3, eff. 7/1/2000.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 79-4-10.01 — 79-4-10.09) › Section 79-4-10.02 - Amendment before issuance of shares

If a corporation has not yet issued shares, its board of directors, or its incorporators, if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.
Former 1972 Code §
79-4-10.02
[Laws, 1987, ch. 486, § 10.02; Laws, 1988, ch. 368, § 11] renumbered as §
79-4-10.05
by Laws, 2000, ch. 469, § 7. Former 1972 Code §
79-4-10.05
[Laws, 1987, ch. 486, § 10.05] amended and renumbered as §
79-4-10.02
by Laws, 2000, ch. 469, § 4, eff. 7/1/2000.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 79-4-10.01 — 79-4-10.09) › Section 79-4-10.03 - Amendment by board of directors and shareholders

If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:
(a)
The proposed amendment must be adopted by the board of directors.
(b)
Except as provided in Sections
79-4-10.05
,
79-4-10.07
, and
79-4-10.08
, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination.
(c)
The board of directors may condition its submission of the amendment to the shareholders on any basis.
(d)
If the amendment is required to be approved by the shareholders and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment.
(e)
Unless the articles of incorporation or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater number of shares to be present, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in Section
79-4-10.04(c)
, the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.
Laws, 1987, ch. 486, § 10.03; Laws, 2000, ch. 469, § 5, eff. 7/1/2000.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 79-4-10.01 — 79-4-10.09) › Section 79-4-10.04 - Voting on amendments by voting groups

(a)
If a corporation has more than one (1) class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by the Mississippi Business Corporation Act, on a proposed amendment to the articles of incorporation if the amendment would:
(1)
Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(2)
Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(3)
Change the rights, preferences or limitations of all or part of the shares of the class;
(4)
Change the shares of all or part of the class into a different number of shares of the same class;
(5)
Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;
(6)
Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;
(7)
Limit or deny an existing preemptive right of all or part of the shares of the class; or
(8)
Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.
(b)
If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a), the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c)
If a proposed amendment that entitles the holders of two (2) or more classes or series of shares to vote as separate voting groups under this section would affect those two (2) or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.
(d)
A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
(e)
The provisions of subsection (a)(6) shall not apply to preferred stock issued by a public utility subject to the provisions of the Public Utility Holding Company Act,
15 United States Code, Section 79
et seq., where the issuance of its securities is regulated by an agency of the United States.
Laws, 1987, ch. 486, § 10.04; Laws, 2000, ch. 469, § 6, eff. 7/1/2000.