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 79-11-285 - Members' right to inspect and copy corporation records; requirements

(1)
Subject to Section
79-11-287(3)
, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in Section
79-11-283(5)
if the member gives the corporation written notice of his demand at least five (5) business days before the date on which the member wishes to inspect and copy.
(2)
A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and gives the corporation written notice at least five (5) business days before the date on which the member wishes to inspect and copy:
(a)
Excerpts from any records required to be maintained under Section
79-11-283(1)
, to the extent not subject to inspection under subsection (1) of this section;
(b)
Accounting records of the corporation; and
(c)
Subject to Section
79-11-291
, the membership list.
(3)
A member may inspect and copy the records identified in subsection (2) of this section only if:
(a)
The member's demand is made in good faith and for a proper purpose;
(b)
The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(c)
The records are directly connected with this purpose.
(4)
This section does not affect:
(a)
The right of a member to inspect records if the member is in litigation with the corporation, to the same extent as any other litigant; or
(b)
The power of a court, independently of Section
79-11-101
et seq., to compel the production of corporate records for examination.
Laws, 1987, ch. 485, § 93, 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 79-11-287 - Conditions on right to inspect; member's agent or attorney has right to inspect and copy records; means of copying records; charges for copying documents by corporation; lists which satisfy demand for record of members

(1)
A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(2)
The right to copy records under Section
79-11-285
includes, if reasonable, the right to receive copies. Copies may be provided through an electronic transmission if available and so requested by the member.
(3)
The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
(4)
The corporation may comply with a member's demand to inspect the record of members under Section
79-11-285(2)(c)
by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
Laws, 1987, ch. 485, § 94; Laws, 2011, ch. 440, § 14, 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 79-11-289 - Court-ordered inspection where corporation does not allow member to inspect and copy records

(1)
If a corporation does not allow a member who complies with Section
79-11-285(1)
to inspect and copy any records required by that subsection to be available for inspection, the chancery court in 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 summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(2)
If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with Section
79-11-285(2) and (3)
may apply to the chancery court in 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, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(3)
If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable attorney's fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(4)
If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
Laws, 1987, ch. 485, § 95; Laws, 2012, ch. 382, § 59, 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 79-11-291 - Restrictions on use of membership lists

Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(a)
Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(b)
Used for any commercial purpose; or
(c)
Sold to or purchased by any person.
Laws, 1987, ch. 485, § 96, 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 79-11-293 - Authorization for making distributions; conditions for corporation to purchase memberships

(1)
Except as authorized under subsections (2) and (3) of this section, a corporation shall not make any distributions.
(2)
A corporation may purchase its memberships if after the purchase is completed:
(a)
The corporation would be able to pay its debts as they become due in the usual course of its activities; and
(b)
The corporation's total assets would at least equal the sum of its total liabilities.
(3)
A corporation may make distributions upon dissolution in accordance with the provisions of Section
79-11-101
et seq. relating to dissolution.
Laws, 1987, ch. 485, § 97, 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 79-11-295 - Authorization to amend articles of incorporation

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under Section
79-11-101
et seq.
Laws, 1987, ch. 485, § 98, 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 79-11-297 - Amendment of articles of incorporation prior to corporation's acquisition of members

If a corporation has not yet acquired members, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation.
Laws, 1987, ch. 485, § 99, 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 79-11-299 - Amendments to articles of incorporation which may be adopted by board of directors without action by members

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without action by members:
(a)
To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b)
To delete the names and addresses of the initial directors;
(c)
To change the information required by Section
79-35-5(a)
;
(d)
To make any other change expressly permitted by Section
79-11-101
et seq. to be made without member action.
Laws, 1987, ch. 485, § 100; Laws, 2012, ch. 382, § 60, 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 79-11-301 - Procedures for making amendments to articles of incorporation

Except as provided in Sections
79-11-297
and
79-11-299
, amendments to the articles of incorporation shall be made in the following manner:
(a)
If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in Section
79-11-101
et seq. for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds (2/3) of votes cast or a majority of the voting power, whichever is less.
(b)
If there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
Any number of amendments may be submitted and voted upon at any one meeting.
Laws, 1987, ch. 485, § 101, 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 79-11-303 - Amendments to articles affecting members of class to be voted on by members of such class

(1)
The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would:
(a)
Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;
(b)
Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(c)
Increase or decrease the number of memberships authorized for that class;
(d)
Increase the number of memberships authorized for another class;
(e)
Effect an exchange, reclassification or termination of the memberships of that class; or
(f)
Authorize a new class of memberships.
(2)
If a class is to be divided into two (2) or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment.
(3)
If a class vote is required to approve an amendment to the articles the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(4)
A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
Laws, 1987, ch. 485, § 102, 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 79-11-305 - Filing of amendments to articles of incorporation

A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:
(a)
The name of the corporation;
(b)
The text of each amendment adopted;
(c)
The date of each amendment's adoption;
(d)
If an amendment was adopted by the incorporators or board of directors without action by members, a statement to that effect and that action by members was not required;
(e)
If an amendment was approved by the members:
(i)
The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably represented at the meeting;
(ii)
Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that voting group.
Laws, 1987, ch. 485, § 103, 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 79-11-307 - Restatement of articles of incorporation

(1)
A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members.
(2)
The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by members, it must be adopted as provided in Section
79-11-301
.
(3)
If the board of directors submits a restatement for approval by members, the corporation shall notify each member of the proposed meeting in accordance with Section
79-11-205
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(4)
A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(a)
Whether the restatement contains an amendment to the articles requiring approval by the members and, if it does not, that the board of directors adopted the restatement; or
(b)
If the restatement contains an amendment to the articles requiring approval by the members, the information required by Section
79-11-305
.
(5)
Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(6)
The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (4) of this section.
Laws, 1987, ch. 485, § 104, 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 79-11-309 - Amendments to articles of incorporation to carry out court ordered reorganization

(1)
A corporation's articles of incorporation may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Section
79-11-137
.
(2)
The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:
(a)
The name of the corporation;
(b)
The text of each amendment approved by the court;
(c)
The date of the court's order or decree approving the articles of amendment;
(d)
The title of the reorganization proceeding in which the order or decree was entered; and
(e)
A statement that the court had jurisdiction of the proceeding under federal statute.
(3)
Members of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
(4)
This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Laws, 1987, ch. 485, § 105, 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 79-11-311 - Amendments to articles of incorporation not to affect legal status of corporation

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Laws, 1987, ch. 485, § 106, 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 79-11-313 - Adoption of amendments to bylaws where corporation has no members

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation's bylaws. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with Section
79-11-259
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
Laws, 1987, ch. 485, § 107, 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 79-11-315 - Approval of amendments to bylaws where corporation has members

(1)
Unless Section
79-11-101
et seq., the articles, bylaws, the members (acting pursuant to subsection (2) of this section), or the board of directors (acting pursuant to subsection (3) of this section) require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted must be approved:
(a)
By the board if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; and
(b)
By the members of two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less.
(2)
The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
(3)
If the board initiates an amendment to the bylaws or board approval is required by subsection (1) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(4)
If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Section
79-11-205
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(5)
If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
Laws, 1987, ch. 485, § 108, 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 79-11-317 - Amendments to bylaws affecting class of members to be voted on by such class

(1)
The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(a)
Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;
(b)
Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(c)
Increase or decrease the number of memberships authorized for that class;
(d)
Increase the number of memberships authorized for another class;
(e)
Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(f)
Authorize a new class of memberships.
(2)
If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
(3)
If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class of two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(4)
A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
Laws, 1987, ch. 485, § 109, 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 79-11-319 - Plan of merger of corporations

(1)
One or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in Section
79-11-321
.
(2)
The plan of merger must set forth:
(a)
The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge; and
(b)
The terms and conditions of the planned merger.
(3)
The plan of merger may set forth:
(a)
Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(b)
Other provisions relating to the planned merger.
Laws, 1987, ch. 485, § 110, 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 79-11-323 - Filing of articles of merger

After a plan of merger is approved by the board of directors, and if required by Section
79-11-321
, by the members, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:
(a)
The plan of merger;
(b)
If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(c)
If approval by members was required:
(i)
The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(ii)
Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.
Laws, 1987, ch. 485, § 112, 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 79-11-325 - Effects of merger

(1)
When a merger takes effect:
(a)
Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(b)
The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;
(c)
The surviving corporation has all liabilities and obligations of each corporation party to the merger, provided that trust obligations upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective;
(d)
A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;
(e)
The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
Laws, 1987, ch. 485, § 113, 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 79-11-327 - Merger of foreign corporation with domestic corporation

(1)
One or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:
(a)
The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(b)
The foreign corporation complies with Section
79-11-323
if it is the surviving corporation of the merger; and
(c)
Each domestic nonprofit corporation complies with the applicable provisions of Sections
79-11-319
and
79-11-321
and, if it is the surviving corporation of the merger, with Section
79-11-323
.
(2)
Upon the merger taking effect, the surviving foreign business or nonprofit corporation may be served with process in any proceeding brought against it as provided in the Mississippi Rules of Civil Procedure.
Laws, 1987, ch. 485, § 114; Laws, 2012, ch. 382, § 61, 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 79-11-329 - Sale, lease, exchange, or other disposition of property in regular course of business; mortgaging or otherwise encumbering property

(1)
A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(a)
Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(b)
Mortgage, pledge, dedicate to the repayment of indebtedness (with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(2)
Unless the articles of incorporation require it, approval by the members of a transaction described in subsection (1) of this section is not required.
Laws, 1987, ch. 485, § 115, 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 79-11-333 - Dissolution by incorporators or directors of corporation that has no members

(1)
A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution.
(2)
The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with Section
79-11-259
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.
(3)
The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
Laws, 1987, ch. 485, § 117, 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 79-11-335 - Approval of dissolution by board of directors or members; notice requirements

(1)
Unless Section
79-11-101
et seq., the articles of incorporation, the bylaws or the board of directors or members (acting pursuant to subsection (3) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved:
(a)
By the board of directors; and
(b)
By the members, if any, by two-thirds (2/3) of the votes cast, or a majority of the voting power, whichever is less.
(2)
If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with Section
79-11-259
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(3)
The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(4)
If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section
79-11-205
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(5)
If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(6)
The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
Laws, 1987, ch. 485, § 118, 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 79-11-336 - Application and distribution of assets of voluntarily dissolving corporation

The assets of a corporation in the process of voluntary dissolution pursuant to Section
79-11-333
or Section
79-11-335
shall be applied and distributed as follows:
(a)
All liabilities and obligations of the corporation shall be paid, satisfied and discharged; in case its property and assets are not sufficient to satisfy or discharge all the corporation's liabilities and obligations, the corporation shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations.
(b)
Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
(c)
If the corporation to be dissolved is a charitable organization, as defined in Section
79-11-501
, the remaining assets shall be transferred to another charitable organization or other charitable organizations, as defined in Section
79-11-501
, either domestic or foreign, engaged in activities substantially similar to those of the dissolving corporation, or to the federal government, or to a state or local government, for a public purpose. For all other nonprofit corporations, assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation.
(d)
Other assets not described above, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others.
Laws, 2009, ch. 547, § 1, eff. 7/1/2009.
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 79-11-337 - Contents and filing of articles of dissolution

(1)
At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:
(a)
The name of the corporation;
(b)
The date dissolution was authorized;
(c)
A statement that dissolution was approved by a sufficient vote of the board;
(d)
That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;
(e)
That all remaining property and assets of the corporation have been distributed among its members in accordance with their respective rights and interest, or have been otherwise distributed pursuant to the articles or bylaws of the corporation; or, in the case of a corporation which is also a charitable organization, as defined in Section
79-11-501
, that the remaining property and assets of the corporation have been transferred to another charitable organization or other charitable organizations, as defined in Section
79-11-501
, either domestic or foreign, engaged in activities substantially similar to those of the dissolving corporation, or to the federal government, or to a state or local government, for a public purpose;
(f)
If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;
(g)
If approval by members was required:
(i)
The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and
(ii)
Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.
(2)
A corporation is dissolved upon the effective date of its articles of dissolution.
Laws, 1987, ch. 485, § 119; Laws, 2009, ch. 547, § 2, eff. 7/1/2009.
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 79-11-339 - Revocation of dissolution

(1)
A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.
(2)
Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(3)
After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a)
The name of the corporation;
(b)
The effective date of the dissolution that was revoked;
(c)
The date that the revocation of dissolution was authorized;
(d)
If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(e)
If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(f)
If member action was required to revoke the dissolution, the information required by Section
79-11-337
.
(4)
Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(5)
When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
Laws, 1987, ch. 485, § 120, 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 79-11-341 - Winding up and liquidation

(1)
A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(a)
Preserving and protecting its assets and minimizing its liabilities;
(b)
Discharging or making provision for discharging its liabilities and obligations;
(c)
Disposing of its properties that will not be distributed in kind;
(d)
Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
(e)
Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; and
(f)
Doing every other act necessary to wind up and liquidate its assets and affairs.
(2)
Dissolution of a corporation does not:
(a)
Transfer title to the corporation's property;
(b)
Subject its directors or officers to standards of conduct different from those prescribed in Sections
79-11-267
and
79-11-275
;
(c)
Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;
(d)
Prevent commencement of a proceeding by or against the corporation in its corporate name;
(e)
Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(f)
Terminate the authority of the registered agent.
Laws, 1987, ch. 485, § 121, 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 79-11-343 - Disposition of known claims against dissolved corporation

(1)
A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(2)
The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
(a)
Describe information that must be included in a claim;
(b)
Provide a mailing address where a claim may be sent;
(c)
State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(d)
State that the claim will be barred if not received by the deadline.
(3)
A claim against the dissolved corporation is barred:
(a)
If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved corporation by the deadline;
(b)
If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.
(4)
For purposes of this section "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Laws, 1987, ch. 485, § 122, 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 79-11-345 - Notice of dissolution and request for presentation of claims against corporation; statute of limitations; enforcement of claims

(1)
A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(2)
The notice must:
(a)
Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located, or in Hinds County if the corporation does not have a principal office in this state;
(b)
Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(c)
State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after publication of this notice.
(3)
If the dissolved corporation publishes a newspaper notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two (2) years after the publication date of the newspaper notice:
(a)
A claimant who did not receive written notice under Section
79-11-343
;
(b)
A claimant whose claim was timely sent to the dissolved corporation but not acted on; and
(c)
A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4)
A claim may be enforced under this section:
(a)
Against the dissolved corporation, to the extent of its undistributed assets; or
(b)
If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
Laws, 1987, ch. 485, § 123; Laws, 2012, ch. 382, § 62, 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 79-11-347 - Administrative dissolution by Secretary of State, grounds for

The Secretary of State may commence a proceeding under Section
79-11-349
to administratively dissolve a corporation if:
(a)
The corporation does not pay within sixty (60) days after they are due any taxes or penalties imposed by Section
79-11-101
et seq. or other law;
(b)
The corporation does not deliver the required annual report to the Secretary of State within sixty (60) days after it is due;
(c)
The corporation is without a registered agent in this state for sixty (60) days or more;
(d)
The corporation does not notify the Secretary of State within one hundred twenty (120) days that its registered agent has been changed or that its registered agent has resigned;
(e)
The corporation's period of duration, if any, stated in its articles of incorporation expires;
(f)
The corporation fails to report within the time period specified in Section
79-11-405
the suspension or revocation of its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code; or
(g)
An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing.
Laws, 1987, ch. 485, § 124; Laws, 2011, ch. 440, § 15; Laws, 2012, ch. 382, § 63, eff. 1/1/2013.
Amended by Laws, 2024, ch. 449, HB 1344,§ 7, eff. 7/1/2024.