| 1 | 1 | | MISSISSIPPI LEGISLATURE 2025 Regular Session To: Business and Commerce By: Representative Bounds House Bill 1554 AN ACT TO BRING FORWARD SECTIONS 79-11-101 THROUGH 79-11-159, 79-11-171 THROUGH 79-11-373 AND 79-11-381 THROUGH 79-11-407, MISSISSIPPI CODE OF 1972, WHICH ARE THE MISSISSIPPI NONPROFIT CORPORATION ACT, FOR PURPOSES OF POSSIBLE AMENDMENT; AND FOR RELATED PURPOSES. BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI: SECTION 1. Section 79-11-101, Mississippi Code of 1972, is brought forward as follows: 79-11-101. Section 79-11-101 et seq. shall be known and may be cited as the "Mississippi Nonprofit Corporation Act." SECTION 2. Section 79-11-103, Mississippi Code of 1972, is brought forward as follows: 79-11-103. The Mississippi Legislature has power to amend or repeal all or part of Section 79-11-101 et seq. at any time and all domestic and foreign corporations subject to Section 79-11-101 et seq. are governed by the amendment or repeal. SECTION 3. Section 79-11-105, Mississippi Code of 1972, is brought forward as follows: 79-11-105. (1) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (2) Section 79-11-101 et seq. must require or permit filing the document in the office of the Secretary of State. (3) The document must contain the information required by Section 79-11-101 et seq. It may contain other information as well. (4) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form. (5) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation. (6) The document must be signed: (a) By the presiding officer of its board of directors, its president or by another of its officers; (b) If directors have not been selected or the corporation has not been formed, by an incorporator; or (c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. (7) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: (a) A corporate seal; (b) An attestation; (c) An acknowledgement or verification. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing. (8) If the Secretary of State has prescribed a mandatory form for a document under Section 79-11-107, the document must be in or on the prescribed form. (9) The document must be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission if, to the extent, and in the manner permitted by the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Secretary of State may require one (1) exact or conformed copy to be delivered with the document except as otherwise provided in Sections 79-11-167 and 79-11-379. (10) When the document is delivered to the office of the Secretary of State for filing, the correct filing fee and any franchise tax, license fee or penalty required by Section 79-11-101 et seq. or other law must be paid or provision for payment made in a manner permitted by the Secretary of State. SECTION 4. Section 79-11-107, Mississippi Code of 1972, is brought forward as follows: 79-11-107. (1) The Secretary of State may prescribe and furnish, on request, forms for: (a) an application for a certificate of existence; (b) a foreign corporation's application for a certificate of authority to transact business in this state; (c) a foreign corporation's application for a certificate of withdrawal; and (d) the annual report. If the Secretary of State so requires, use of these forms is mandatory. (2) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by Section 79-11-101 et seq., but their use is not mandatory. SECTION 5. Section 79-11-109, Mississippi Code of 1972, is brought forward as follows: 79-11-109. (1) Except as otherwise provided in subsection (4) of this section, the Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing: Document Fee (a) Articles of incorporation $50.00 (b) [Reserved] (c) Application for reserved name 25.00 (d) Notice of transfer or cancellation of reserved name 25.00 (e) [Reserved] (f) [Reserved] (g) [Reserved] (h) [Reserved] (i) [Reserved] (j) Amendment of articles of incorporation 50.00 (k) Restatement of articles of incorporation with amendments 50.00 (l) Articles of merger 50.00 (m) Articles of dissolution 25.00 (n) Articles of revocation of dissolution 25.00 (o) Certificate of administrative dissolution No Fee (p) Application for reinstatement following administrative dissolution 50.00 (q) Certificate of reinstatement No Fee (r) Certificate of judicial dissolution No Fee (s) Application for certificate of authority 100.00 (t) Application for amended certificate of authority 50.00 (u) Application for certificate of withdrawal 25.00 (v) Certificate of revocation of authority to transact business No Fee (w) Annual report No Fee (x) Articles of correction 50.00 (y) Application for certificate of existence or authorization 25.00 (z) Any other document required or permitted to be filed by Section 79-11-101 et seq. 25.00 (2) Except as otherwise provided in subsection (4) of this section, the Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) upon being served with process under Section 79-11-101 et seq. The party to a proceeding causing service of process is entitled to recover the fee paid the Secretary of State as costs if the party prevails in the proceeding. (3) Except as otherwise provided in subsection (4) of this section, the Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (a) One Dollar ($1.00) a page for copying; and (b) Ten Dollars ($10.00) for the certificate. (4) The Secretary of State may collect a filing fee greater than the fee set forth in subsections (1), (2) and (3) in an amount not to exceed twice the fee set forth in subsections (1), (2) and (3) of processing the filing, if the form prescribed by the Secretary of State for such filing has not been used. SECTION 6. Section 79-11-111, Mississippi Code of 1972, is brought forward as follows: 79-11-111. (1) Except as provided in subsection (2) of this section, a document is effective: (a) At the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or (b) At the time specified in the document as its effective time on the date it is filed. (2) A document may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed. (3) Notwithstanding subsections (1) and (2) of this section, any document that has a delayed effective time and date shall not become effective if, prior to the effective time and date, the parties to the document file a certification of cancellation with the Secretary of State. SECTION 7. Section 79-11-113, Mississippi Code of 1972, is brought forward as follows: 79-11-113. (1) A domestic or foreign corporation may correct a document filed by the Secretary of State if (a) the document contains an inaccuracy, or (b) the document was defectively signed, attested, sealed, verified or acknowledged, or (c) the electronic transmission was defective. (2) A document is corrected: (a) By preparing articles of correction that: (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the inaccuracy or defect to be corrected, and (iii) correct the inaccuracy or defect; and (b) By delivering the articles of correction to the office of the Secretary of State for filing. (3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. SECTION 8. Section 79-11-115, Mississippi Code of 1972, is brought forward as follows: 79-11-115. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of Section 79-11-105, the Secretary of State shall file it. (2) The Secretary of State files a document by recording it as filed on the date and time of receipt. After filing a document, except as provided in Section 79-35-11, the Secretary of State shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date and time of filing. (3) Upon refusing to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal. (4) The Secretary of State's duty to file documents under this section is ministerial. Filing or refusal to file a document does not: (a) Affect the validity or invalidity of the document, in whole or in part; (b) Relate to the correctness or incorrectness of information contained in the document; or (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. SECTION 9. Section 79-11-117, Mississippi Code of 1972, is brought forward as follows: 79-11-117. (1) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State's office, the domestic or foreign corporation may appeal the refusal to the chancery court in the county where the corporation's principal office is or will be located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of the refusal to file. (2) The court may summarily order the Secretary of State to file the document or take other action the court considered appropriate. (3) The court's final decision may be appealed as in other civil proceedings. SECTION 10. Section 79-11-119, Mississippi Code of 1972, is brought forward as follows: 79-11-119. A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State is conclusive evidence that the original document is on file with the Secretary of State. SECTION 11. Section 79-11-121, Mississippi Code of 1972, is brought forward as follows: 79-11-121. (1) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic or foreign corporation. (2) The certificate of existence sets forth: (a) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (b) That (i) the domestic corporation is duly incorporated under the law of this state, the date of its incorporation and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this state; (c) That all fees, taxes, and penalties owed to this state have been paid, if (i) payment is reflected in the records of the Secretary of State and (ii) nonpayment affects the good standing of the domestic or foreign corporation; (d) That its most recent annual report has been delivered to the Secretary of State; (e) That articles of dissolution have not been filed; and (f) Other facts of record in the Office of the Secretary of State that may be requested by the application. (3) Subject to any qualification stated in the certificate, a certificate of existence issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to conduct activities in this state. SECTION 12. Section 79-11-123, Mississippi Code of 1972, is brought forward as follows: 79-11-123. (1) A person commits an offense by signing a document such person knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. (2) An offense under this section is a misdemeanor punishable by a fine of not more than Five Hundred Dollars ($500.00). SECTION 13. Section 79-11-125, Mississippi Code of 1972, is brought forward as follows: 79-11-125. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State's office by Section 79-11-101 et seq. SECTION 14. Section 79-11-127, Mississippi Code of 1972, is brought forward as follows: 79-11-127. Unless the context otherwise requires in Section 79-11-101 et seq., the following terms shall have the meaning ascribed herein: (a) "Approved by (or approval by) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or by a written ballot or written consent in conformity with Section 79-11-101 et seq. or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or Section 79-11-101 et seq. for any specified member action. (b) "Articles of incorporation" or "articles" include amended and restated articles of incorporation and articles of merger. (c) "Board" or "board of directors" means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to Section 79-11-231. (d) "Bylaws" means the code or codes of rules (other than the articles) adopted pursuant to Section 79-11-101 et seq. for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. (e) "Class" means a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purposes of this section, rights shall be considered the same if they are determined by a formula applied uniformly. (f) "Conspicuous" means so written, displayed, or presented that a reasonable person against whom the record is to operate should have noticed it. For example, text in italics, boldface, contrasting color or capitals, or that is underlined, is conspicuous. (g) "Corporation" means a nonprofit corporation subject to the provisions of Section 79-11-101 et seq., except a foreign corporation. (h) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. (i) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission, except that delivery to the Secretary of State means actual receipt by the Secretary of State. (j) "Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. (k) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers. Payment of reasonable compensation, fees, or expenses incurred in the performance of duties on behalf of the corporation is not a distribution. (l) "Domestic corporation" means a corporation. (m) "Effective date of notice" is defined in Section 79-11-129. (n) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (o) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. (p) "Employee" includes an officer but not a director. A director may accept duties that make the director an employee. (q) "Entity" includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; corporation sole; business trust, estate, partnership, trust and two (2) or more persons having a joint or common economic interest; and state, United States and foreign government. (r) "File," "filed" or "filing" means filed in the Office of the Secretary of State. (s) "Foreign corporation" means a corporation organized under a law other than the law of this state which would be a nonprofit corporation if formed under the laws of this state. (t) "Governmental subdivision" includes authority, county, district and municipality. (u) "Includes" denotes a partial definition. (v) "Individual" includes the estate of an incompetent individual. (w) "Means" denotes a complete definition. (x) "Member" means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one (1) occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. A person is not a member by virtue of any of the following: (i) Any rights such person has as a delegate; (ii) Any rights such person has to designate a director or directors; or (iii) Any rights such person has as a director. (y) "Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and Section 79-11-101 et seq. (z) "Nonprofit corporation" means a corporation, no part of the assets, income or profit of which is distributed to or enures to the benefit of its members, directors or officers, except as otherwise provided under this chapter. In a corporation all of whose members are nonprofit corporations, distribution to members does not deprive it of the status of a nonprofit corporation. (aa) "Notice" is defined in Section 79-11-129. (bb) "Person" includes any individual or entity. (cc) "Principal office" means the office (in or out of this state) where the principal executive offices of a domestic or foreign corporation are located. (dd) "Proceeding" includes civil suit and criminal, administrative and investigatory action. (ee) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (ff) "Record date" means the date established under Section 79-11-209 on which a corporation determines the identity of its members for the purposes of Section 79-11-101 et seq. (gg) "Religious corporation" means a corporation organized and operating primarily or exclusively for religious purposes. (hh) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 79-11-273 for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. (ii) "Sign" means with present intent to authenticate or adopt a record: (i) To execute or adopt a tangible symbol; or (ii) To attach to or logically associate with the record an electronic sound, symbol, or process as defined under Mississippi law. (jj) "State," when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States. (kk) "United States" includes any district, authority, bureau, commission, department and any other agency of the United States. (ll) "Vote" includes authorization by written ballot and written consent. (mm) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors. SECTION 15. Section 79-11-129, Mississippi Code of 1972, is brought forward as follows: 79-11-129. (1) Notice under this chapter must be in the form of a record unless oral notice is authorized by this chapter or is reasonable under the circumstances. (2) Notice may be communicated in person or by delivery. If these forms of communication are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication. (3) Oral notice is effective when communicated if communicated in a comprehensible manner. (4) Written notice by a domestic or foreign corporation to a member, if in a comprehensible form, is effective: (a) Upon deposit in the United States mail, if the postage or delivery charge is paid and the notice is correctly addressed to the member's address shown in the corporation's current record of members, or (b) When given if the notice is delivered in any other manner that the member has authorized. (5) Except as provided in subsection (4) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: (a) When received; (b) Five (5) days after its deposit in the United States mail, if mailed postpaid and correctly addressed; (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. (6) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members. (7) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one (1) of such members, at the address appearing on the current list of members. (8) Written notice is correctly addressed to a domestic or foreign corporation (authorized to transact business in this state), other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority. (9) If Section 79-11-205 or any other provision of Section 79-11-101 et seq. prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of Section 79-11-101 et seq., those requirements govern. (10) With respect to electronic communications: (a) Unless otherwise provided in the articles of incorporation or bylaws, or otherwise agreed between the sender and the recipient, an electronic communication is received when: (i) It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and (ii) It is in a form capable of being processed by that system. (b) An electronic communication is received under subsection (10)(a) even if no individual is aware of its receipt. (c) Receipt of an electronic acknowledgement from an information processing system described in subsection (10)(a) establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received. (11) An authorization by a member of delivery of notices or communications by e-mail or similar electronic means may be revoked by the member by notice to the nonprofit corporation in the form of a record. Such an authorization is deemed revoked if (a) the corporation is unable to deliver two (2) consecutive notices or other communications to the member in the manner authorized; and (b) the inability becomes known to the secretary or other person responsible for giving the notice or other communication; but the failure to treat the inability as a revocation does not invalidate any meeting or other action. SECTION 16. Section 79-11-131, Mississippi Code of 1972, is brought forward as follows: 79-11-131. (1) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or Section 79-11-101 et seq., then upon petition of a director, officer, delegate, member or the Attorney General, the chancery court of the county where the corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized in such a manner as the court finds fair and equitable under the circumstances. (2) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws and Section 79-11-101 et seq., whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are. (3) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws or Section 79-11-101 et seq. (4) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets. (5) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the force and effect as if it complied with every requirement imposed by the articles, bylaws and Section 79-11-101 et seq. SECTION 17. Section 79-11-133, Mississippi Code of 1972, is brought forward as follows: 79-11-133. (1) The Attorney General shall be given notice of the commencement of any proceeding which Section 79-11-101 et seq. authorizes the Attorney General to bring but which has been commenced by another person. (2) Whenever any provision of Section 79-11-101 et seq. requires that notice be given to the Attorney General or permits the Attorney General to commence a proceeding: (a) If no proceeding has been commenced, the Attorney General may take appropriate action including, but not limited to, seeking injunctive relief. (b) If a proceeding has been commenced by a person other than the Attorney General, the Attorney General, as of right, may intervene in such proceeding. SECTION 18. Section 79-11-135, Mississippi Code of 1972, is brought forward as follows: 79-11-135. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. SECTION 19. Section 79-11-137, Mississippi Code of 1972, is brought forward as follows: 79-11-137. (1) The articles of incorporation must set forth: (a) A corporate name for the corporation that satisfies the requirements of Section 79-11-157; (b) The period of duration, which may be perpetual; (c) The information required by Section 79-35-5(a); (d) The name and address of each incorporator; (e) If the corporation is incorporated on or after January 1, 2012, the corporation's initial planned, primary nonprofit activity; and (f) Any other information the Secretary of State may reasonably require by rule, including, without limitation, the contact name, electronic mail address, telephone number or business or mailing address of the corporation or that can be used to contact the corporation. (2) The articles of incorporation may set forth: (a) The names and addresses of the individuals who are to serve as the initial directors; (b) Provisions not inconsistent with law regarding: (i) The purpose or purposes for which the corporation is organized; (ii) Managing the business and regulating the affairs of the corporation; (iii) Defining, limiting and regulating the powers of the corporation, its board of directors and members; (c) Any provision that under Section 79-11-101 et seq. is required or permitted to be set forth in the bylaws; and (d) A provision permitting or making obligatory indemnification of a director for liability (as defined in Section 79-11-281(1)(c)) to any person for any action taken, or any failure to take any action as a director, except liability for: (i) Receipt of a financial benefit to which the director is not entitled; (ii) An intentional infliction of harm; (iii) A violation of Section 79-11-270; or (iv) An intentional violation of criminal law. (3) The articles of incorporation need not set forth any of the corporate powers enumerated in Section 79-11-101 et seq. (4) The liability of a director of a corporation that is not a charitable organization as defined in Section 79-11-501 may be eliminated or limited by a provision of the articles of incorporation that a director shall not be liable to the corporation or its members for money damages for any action taken or any failure to take any action as a director, except liability for: (a) The amount of a financial benefit received by the director to which the director is not entitled; (b) An intentional infliction of harm; (c) A violation of Section 79-11-270; or (d) An intentional violation of criminal law. SECTION 20. Section 79-11-139, Mississippi Code of 1972, is brought forward as follows: 79-11-139. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (2) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. SECTION 21. Section 79-11-141, Mississippi Code of 1972, is brought forward as follows: 79-11-141. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under Section 79-11-101 et seq., are jointly and severally liable for all liabilities created while so acting. SECTION 22. Section 79-11-143, Mississippi Code of 1972, is brought forward as follows: 79-11-143. (1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; (b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) To elect directors and complete the organization of the corporation; or (ii) To elect a board of directors who shall complete the organization of the corporation. (2) Action required or permitted by Section 79-11-101 et seq. to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. (3) An organizational meeting may be held in or out of this state. SECTION 23. Section 79-11-145, Mississippi Code of 1972, is brought forward as follows: 79-11-145. (1) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (2) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. SECTION 24. Section 79-11-147, Mississippi Code of 1972, is brought forward as follows: 79-11-147. (1) Unless the articles provide otherwise, the directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (a) How to call a meeting of the board; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (3) Corporate action taken in good faith in accordance with the emergency bylaws: (a) Binds the corporation; and (b) May not be used to impose liability on a corporate director, officer, employee or agent. (4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. SECTION 25. Section 79-11-149, Mississippi Code of 1972, is brought forward as follows: 79-11-149. Corporations may be organized under Section 79-11-101 et seq. for any lawful activity. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under Section 79-11-101 et seq. only if permitted by, and subject to all limitations of, the other statute. SECTION 26. Section 79-11-151, Mississippi Code of 1972, is brought forward as follows: 79-11-151. Each corporation shall have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized including, without limitation, power: (a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation. (b) To sue and be sued, complain and defend, in its corporate name. (c) To have a corporate seal which may be altered at will, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. (d) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated. (e) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets. (f) To lend money to its employees other than its officers and directors and otherwise assist its employees, officers and directors. (g) To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether business or nonprofit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof. (h) To make contracts and guarantees, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income, and make contracts of guaranty and suretyship. (i) To lend money for its corporate purposes, invest and reinvest its funds and take and hold real and personal property as security for the payment of funds so lent or invested. (j) To conduct its affairs, carry on its operations and have offices and exercise the powers granted by Section 79-11-101 et seq. in any state, territory, district or possession of the United States or in any foreign country. (k) To elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation. (l) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation. (m) Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific or educational purposes. (n) To pay pensions and establish pension plans or pension trusts for any or all of its directors, officers and employees. (o) To cease its corporate activities and surrender its corporate franchise. (p) To impose dues, assessments, admission and transfer fees upon its members. (q) To establish conditions for admission to membership, admit members and issue memberships. (r) To carry on a business. (s) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation. SECTION 27. Section 79-11-153, Mississippi Code of 1972, is brought forward as follows: 79-11-153. (1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so. (2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise: (a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (3) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (a) Binds the corporation; and (b) May not be used to impose liability on a corporate director, officer, employee or agent. (4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. SECTION 28. Section 79-11-155, Mississippi Code of 1972, is brought forward as follows: 79-11-155. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director or by a member or members in a derivative proceeding. (3) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver or by a trustee or other legal representative. SECTION 29. Section 79-11-157, Mississippi Code of 1972, is brought forward as follows: 79-11-157. (1) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 79-11-149 and its articles of incorporation. (2) Except as authorized by subsections (3) and (4), a corporate name must be distinguishable upon the records of the Secretary of State from: (a) The corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state; (b) A corporate name reserved or registered under Sections 79-11-159, 79-11-161, 79-4-4.02 or 79-4-4.03; or (c) The fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable. (3) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's records from one or more of the names described in subsection (2). The Secretary of State shall authorize use of the name applied for if: (a) The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (b) The applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state. (4) A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to do business in this state and the proposed user corporation: (a) Has merged with the other corporation; (b) Has been formed by reorganization of the other corporation; or (c) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (5) Section 79-11-101 et seq. do not control the use of fictitious names. SECTION 30. Section 79-11-159, Mississippi Code of 1972, is brought forward as follows: 79-11-159. (1) A person may reserve the exclusive use of a legal corporate name that complies with Section 79-11-157, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a period of one hundred eighty (180) days. The one-hundred-eighty-day period may be renewed once by the applicant by filing a renewal application within thirty (30) days before the expiration of the initial one-hundred-eighty-day period. (2) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. SECTION 31. Section 79-11-171, Mississippi Code of 1972, is brought forward as follows: 79-11-171. (1) A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. (2) No person shall be admitted as a member without his or her consent. SECTION 32. Section 79-11-173, Mississippi Code of 1972, is brought forward as follows: 79-11-173. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. SECTION 33. Section 79-11-175, Mississippi Code of 1972, is brought forward as follows: 79-11-175. A corporation is not required to have members. SECTION 34. Section 79-11-177, Mississippi Code of 1972, is brought forward as follows: 79-11-177. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. SECTION 35. Section 79-11-179, Mississippi Code of 1972, is brought forward as follows: 79-11-179. (1) Except as set forth or authorized by the articles or bylaws, no member of a corporation may transfer a membership or any right arising therefrom. (2) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member. SECTION 36. Section 79-11-181, Mississippi Code of 1972, is brought forward as follows: 79-11-181. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. SECTION 37. Section 79-11-183, Mississippi Code of 1972, is brought forward as follows: 79-11-183. A member may become liable to the corporation for dues, assessments or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability. SECTION 38. Section 79-11-185, Mississippi Code of 1972, is brought forward as follows: 79-11-185. (1) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless. (2) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding. SECTION 39. Section 79-11-187, Mississippi Code of 1972, is brought forward as follows: 79-11-187. (1) A member may resign at any time. (2) The resignation of a member does not relieve the member from any obligations the member may have to the corporation. SECTION 40. Section 79-11-189, Mississippi Code of 1972, is brought forward as follows: 79-11-189. (1) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith. (2) A procedure is fair and reasonable when either: (a) The articles or bylaws set forth a procedure which provides: (i) Not less than fifteen (15) days prior written notice of the expulsion, suspension or termination and the reasons therefore; and (ii) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or (b) It is fair and reasonable taking into consideration all of the relevant facts and circumstances. (3) Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records. (4) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination. (5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees. SECTION 41. Section 79-11-191, Mississippi Code of 1972, is brought forward as follows: 79-11-191. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of Section 79-11-293. SECTION 42. Section 79-11-193, Mississippi Code of 1972, is brought forward as follows: 79-11-193. (1) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (a) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or (b) Any director. (2) In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding. (3) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed. (4) On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith. (5) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise or settlement of an action or claim, the court may award the complainants reasonable expenses (including counsel fees). SECTION 43. Section 79-11-195, Mississippi Code of 1972, is brought forward as follows: 79-11-195. (1) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (2) The articles or bylaws may set forth provisions relating to: (a) The characteristics, qualifications, rights, limitations and obligations of delegates including their selection and removal; (b) Calling, noticing, holding and conducting meetings of delegates; and (c) Carrying on corporate activities during and between meetings of delegates. SECTION 44. Section 79-11-197, Mississippi Code of 1972, is brought forward as follows: 79-11-197. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (2) Annual membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. (3) At the annual meeting: (a) The president and chief financial officer shall report on the activities and financial condition of the corporation; and (b) The members shall consider and act upon such other matters as may be raised consistent with the requirements of Sections 79-11-205 and 79-11-219. (4) The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. (5) The articles of incorporation or bylaws may provide that an annual or regular meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. SECTION 45. Section 79-11-199, Mississippi Code of 1972, is brought forward as follows: 79-11-199. (1) A corporation with members shall hold a special meeting of members: (a) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (b) If the holders of at least five percent (5%) of the voting power sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. (2) The close of business on the thirtieth day before delivery of the demand for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent (5%) requirement of subsection (1) of this section has been met. (3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given pursuant to Section 79-11-205 within thirty (30) days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (4) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Section 79-11-205. (4) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. (5) Only those matters that are within the purpose or purposes described in the meeting notice required by Section 79-11-205 may be conducted at a special meeting of members. (6) The articles of incorporation or bylaws may provide that a special meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. SECTION 46. Section 79-11-201, Mississippi Code of 1972, is brought forward as follows: 79-11-201. (1) The chancery court of the county where a corporation's principal office is or will be located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may summarily order a meeting to be held: (a) On application of any member or other person entitled to participate in the annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or (b) On application of a member who signed a demand for a special meeting valid under Section 79-11-199, or a person or persons entitled to call a special meeting, if: (i) Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; or (ii) The special meeting was not held in accordance with the notice. (2) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. (3) If the court orders a meeting, it may also order the corporation to pay the member's cost (including reasonable counsel fees) incurred to obtain the order. SECTION 47. Section 79-11-203, Mississippi Code of 1972, is brought forward as follows: 79-11-203. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by Section 79-11-101 et seq. to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more consents in the form of a record bearing the date of signature and describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) If not otherwise determined under Section 79-11-201 or 79-11-209, the record date for determining members entitled to take action without a meeting is the date the first member signed the consent under subsection (1) of this section. (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. (4) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given. SECTION 48. Section 79-11-205, Mississippi Code of 1972, is brought forward as follows: 79-11-205. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (2) Any notice which conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. (3) Notice is fair and reasonable if: (a) The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first-class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date; (b) Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under Sections 79-11-269, 79-11-281, 79-11-301, 79-11-315, 79-11-323, 79-11-331, 79-11-333 or 79-11-335; and (c) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. (4) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 79-11-209, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (5) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (a) requested in writing to do so by a person entitled to call a special meeting; and (b) the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting. SECTION 49. Section 79-11-207, Mississippi Code of 1972, is brought forward as follows: 79-11-207. (1) A member may waive any notice required by Section 79-11-101 et seq., the articles or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) A member's attendance at a meeting: (a) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; (b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. SECTION 50. Section 79-11-209, Mississippi Code of 1972, is brought forward as follows: 79-11-209. (1) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting. (2) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. (3) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights. (4) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs. (5) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting. (6) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice of voting. SECTION 51. Section 79-11-211, Mississippi Code of 1972, is brought forward as follows: 79-11-211. (1) Except as provided in subsection (5) of this section and unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (2) A ballot shall: (a) Be in the form of a record; (b) Set forth each proposed action; and (c) Provide an opportunity to vote for or against each proposed action. (3) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (4) All solicitations for votes by written ballot shall: (a) Indicate the number of responses needed to meet the quorum requirements; (b) State the percentage of approvals necessary to approve each matter other than election of directors; and (c) Specify the time by which a ballot must be received by the corporation in order to be counted. (5) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked. SECTION 52. Section 79-11-213, Mississippi Code of 1972, is brought forward as follows: 79-11-213. (1) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members. (2) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of Sections 79-11-285(c) and 79-11-291, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection. (3) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. (4) If the corporation refuses to allow a member, a member's agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (2) of this section); the chancery court of the county where a corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order. (5) Unless a written demand to inspect and copy a membership list has been made under subsection (2) of this section prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting. SECTION 53. Section 79-11-215, Mississippi Code of 1972, is brought forward as follows: 79-11-215. (1) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members. (2) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect: (a) If only one (1) votes, such act binds all; and (b) If more than one (1) votes, the vote shall be divided on a pro rata basis. SECTION 54. Section 79-11-217, Mississippi Code of 1972, is brought forward as follows: 79-11-217. (1) Unless Section 79-11-101 et seq., the articles, or the bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (2) A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board. (3) A bylaw amendment to increase the quorum required for any member action must be approved by the members. (4) Unless one-third (â…“) or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice. SECTION 55. Section 79-11-219, Mississippi Code of 1972, is brought forward as follows: 79-11-219. (1) Unless Section 79-11-101 et seq., the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members. (2) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members. SECTION 56. Section 79-11-221, Mississippi Code of 1972, is brought forward as follows: 79-11-221. (1) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact in the form of a record. (2) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form; provided, however, that no proxy shall be valid for more than three (3) years from its date of execution. (3) An appointment of a proxy is revocable by the member. (4) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (5) Appointment of a proxy is revoked by the person appointing the proxy: (a) Attending any meeting and voting in person; or (b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing in the form of a record stating that the appointment of the proxy is revoked or a subsequent appointment form. (6) Subject to Section 79-11-227 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. SECTION 57. Section 79-11-223, Mississippi Code of 1972, is brought forward as follows: 79-11-223. (1) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two (2) or more candidates. (2) Cumulative voting is not authorized at a particular meeting unless: (a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or (b) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice. (3) A director elected by cumulative voting may be removed by the members without cause if the requirements of Section 79-11-245 are met and the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected. (4) Members may not cumulatively vote if the directors and members are identical. SECTION 58. Section 79-11-225, Mississippi Code of 1972, is brought forward as follows: 79-11-225. A corporation may provide in its articles or bylaws for election of directors by members or delegates: (a) on the basis of chapter or other organization unit; (b) by region or other geographic unit; (c) by preferential voting; or (d) by any other reasonable method. SECTION 59. Section 79-11-227, Mississippi Code of 1972, is brought forward as follows: 79-11-227. (1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member. (2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if: (a) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (b) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; (c) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; (d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment; or (e) Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-holders and the person signing appears to be acting on behalf of all the co-holders. (3) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. (4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. SECTION 60. Section 79-11-229, Mississippi Code of 1972, is brought forward as follows: 79-11-229. (1) Two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten (10) years. (2) A voting agreement created under this section is specifically enforceable. SECTION 61. Section 79-11-231, Mississippi Code of 1972, is brought forward as follows: 79-11-231. (1) Each corporation must have a board of directors. (2) Except as provided in Section 79-11-101 et seq. or subsection (3) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board. (3) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. SECTION 62. Section 79-11-233, Mississippi Code of 1972, is brought forward as follows: 79-11-233. All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors. SECTION 63. Section 79-11-235, Mississippi Code of 1972, is brought forward as follows: 79-11-235. (1) (a) Except as provided in paragraph (b) of this subsection, the number of directors shall be specified in or fixed in accordance with the articles or bylaws. (b) If the corporation: (i) is a charitable organization as defined in Section 79-11-501; (ii) which solicits contributions or intends to solicit contributions in the state by any means whatsoever; and (iii) is incorporated on or after January 1, 2012, the board must consist of not less than three (3) directors, with the number of directors specified in or fixed in accordance with the articles or bylaws. (2) The number of directors may be increased or decreased in conformance with law from time to time by amendment to or in the manner prescribed in the articles or bylaws. SECTION 64. Section 79-11-237, Mississippi Code of 1972, is brought forward as follows: 79-11-237. (1) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election or provide that some of the directors are appointed by some other person or designated. (2) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board. SECTION 65. Section 79-11-239, Mississippi Code of 1972, is brought forward as follows: 79-11-239. (1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms. (2) A decrease in the number of directors or term of office does not shorten an incumbent director's term. (3) Except as provided in the articles or bylaws: (a) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and (b) The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling. (4) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. SECTION 66. Section 79-11-241, Mississippi Code of 1972, is brought forward as follows: 79-11-241. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. SECTION 67. Section 79-11-243, Mississippi Code of 1972, is brought forward as follows: 79-11-243. (1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary. (2) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. SECTION 68. Section 79-11-245, Mississippi Code of 1972, is brought forward as follows: 79-11-245. (1) The members may remove one or more directors elected by them without cause. (2) If a director is elected by a class, chapter or other organization unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping. (3) Except as provided in subsection (9) of this section, a director may be removed under subsection (1) or (2) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (4) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal. (5) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. (6) In computing whether a director is protected from removal under subsections (2) through (4) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. (7) An entire board of directors may be removed under subsections (1) through (5) of this section. (8) The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of a two-thirds (â…”) of the directors then in office or such greater number as is set forth in the articles or bylaws. (9) If at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. SECTION 69. Section 79-11-247, Mississippi Code of 1972, is brought forward as follows: 79-11-247. (1) A designated director may be removed by an amendment to the article or bylaws deleting or changing the designation. (2) Appointed directors: (a) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director; (b) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; (c) A removal is effective when the notice is effective unless the notice specifies a future effective date. SECTION 70. Section 79-11-249, Mississippi Code of 1972, is brought forward as follows: 79-11-249. (1) The chancery court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power of any class if the court finds that: (a) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 79-11-267 and 79-11-269, and (b) removal is in the best interest of the corporation. (2) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (3) If members commence a proceeding under subsection (1) of this section, the corporation shall be made a party defendant. SECTION 71. Section 79-11-251, Mississippi Code of 1972, is brought forward as follows: 79-11-251. (1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) The members, if any, may fill the vacancy; provided that if the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members; (b) The board of directors may fill the vacancy; or (c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (3) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board. (4) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 79-11-243(2) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. SECTION 72. Section 79-11-253, Mississippi Code of 1972, is brought forward as follows: 79-11-253. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. SECTION 73. Section 79-11-255, Mississippi Code of 1972, is brought forward as follows: 79-11-255. (1) The board of directors may hold regular or special meetings in or out of this state. (2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. SECTION 74. Section 79-11-257, Mississippi Code of 1972, is brought forward as follows: 79-11-257. (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by Section 79-11-101 et seq. to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. (2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. SECTION 75. Section 79-11-259, Mississippi Code of 1972, is brought forward as follows: 79-11-259. (1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. (2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. SECTION 76. Section 79-11-261, Mississippi Code of 1972, is brought forward as follows: 79-11-261. (1) A director may waive any notice required by Section 79-11-101 et seq., the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (2) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. (2) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. SECTION 77. Section 79-11-263, Mississippi Code of 1972, is brought forward as follows: 79-11-263. (1) Except as otherwise provided in Section 79-11-101 et seq., the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. (2) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless Section 79-11-101 et seq., the articles or bylaws, require the vote of a greater number of directors. (3) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. SECTION 78. Section 79-11-265, Mississippi Code of 1972, is brought forward as follows: 79-11-265. (1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors who serve at the pleasure of the board. (2) The creation of a committee and appointment of directors to it must be approved by the greater of: (a) A majority of all the directors in office when the action is taken; or (b) The number of directors required by the articles or bylaws to take action under Section 79-11-263. (3) Sections 79-11-255 through 79-11-263, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well. (4) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under Section 79-11-231. (5) A committee of the board may not, however: (a) Authorize distributions; (b) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets; (c) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or (d) Adopt, amend or repeal the articles or bylaws. (6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 79-11-267. SECTION 79. Section 79-11-267, Mississippi Code of 1972, is brought forward as follows: 79-11-267. (1) A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith belief that he is acting in the best interests of the corporation. (2) Unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented; (b) Legal counsel, public accountants or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or (c) A committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence. (3) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section. (4) A person alleging a violation of this section has the burden of proving the violation. (5) Notwithstanding any other provision of this section, a director of a corporation that is a charitable organization as defined in Section 79-11-501 shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for: (a) The amount of a financial benefit received by the director to which the director is not entitled; (b) An intentional infliction of harm; (c) A violation of Section 79-11-270; or (d) An intentional violation of criminal law. SECTION 80. Section 79-11-269, Mississippi Code of 1972, is brought forward as follows: 79-11-269. (1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one (1) of the following is true: (a) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved or ratified the transaction; (b) The material facts of the transaction and the director's interest were disclosed or known to the members entitled to vote and they authorized, approved or ratified the transaction; or (c) The transaction was fair to the corporation. (2) For purposes of this section, a director of the corporation has an indirect interest in a transaction if (a) another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction, or (b) another entity of which he is a director, officer or trustee is a party to the transaction and the transaction is or should be considered by the board of directors of the corporation. (3) For purposes of subsection (1)(a) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the directors on the board of directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (1)(a) of this section if the transaction is otherwise authorized, approved or ratified as provided in that subsection. (4) For purposes of subsection (1)(b) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the vote of a majority of the members whose votes are entitled to be counted under this subsection. The vote of a member who is a director who has a direct or indirect interest in the transaction, and the vote of a member who is under the control of an entity described in subsection (2)(a) of this section, may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subsection (1)(b) of this section. The vote of those members, however, shall be counted in determining whether the transaction is approved under other sections of Section 79-11-101 et seq. A majority of the members, whether or not present, whose votes are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section. SECTION 81. Section 79-11-270, Mississippi Code of 1972, is brought forward as follows: 79-11-270. (1) A director who votes for or assents to a distribution made in violation of Section 79-11-101 et seq. is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 79-11-101 et seq., if it is established that he did not perform his duties in compliance with Section 79-11-267. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director. (2) A director held liable under subsection (1) for an unlawful distribution is entitled to contribution: (a) From every other director who could be held liable under subsection (1) for the unlawful distribution; and (b) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of Section 79-11-101 et seq. SECTION 82. Section 79-11-271, Mississippi Code of 1972, is brought forward as follows: 79-11-271. (1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. (3) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation. (4) The same individual may simultaneously hold more than one (1) office in a corporation. SECTION 83. Section 79-11-273, Mississippi Code of 1972, is brought forward as follows: 79-11-273. 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. SECTION 84. Section 79-11-275, Mississippi Code of 1972, is brought forward as follows: 79-11-275. (1) An officer with discretionary authority shall discharge his duties under that authority, in accordance with his good faith belief that he is acting in the best interests of the corporation. (2) Unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the corporation whom the officer believes, in good faith, to be reliable and competent in the matters presented; or (b) Legal counsel, public accountants or other persons as to matters the officer believes, in good faith, are within the person's professional or expert competence. (3) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section. (4) A person alleging a violation of this section has the burden of proving the violation. SECTION 85. Section 79-11-277, Mississippi Code of 1972, is brought forward as follows: 79-11-277. (1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. (2) A board of directors may remove any officer at any time with or without cause. SECTION 86. Section 79-11-279, Mississippi Code of 1972, is brought forward as follows: 79-11-279. (1) The appointment of an officer does not itself create contract rights between the officer and the corporation. (2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. SECTION 87. Section 79-11-281, Mississippi Code of 1972, is brought forward as follows: 79-11-281. (1) In this section: (a) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director. (b) "Expenses" includes counsel fees. (c) "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. (d) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; or (ii) when used with respect to an individual other than a director, as contemplated in subsection (8) of this section, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise. (e) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (f) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. (2) Except as provided in subsection (3) of this section, a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (a) He conducted himself in good faith; and (b) He in good faith believed: (i) In the case of conduct in his official capacity with the corporation that his conduct was in its best interests; and (ii) In all other cases, that his conduct was at least not opposed to its best interests; and (c) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (2)(b)(ii) of this section. The termination of a proceeding by judgment, order, settlement or conviction is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (3) A corporation may not indemnify a director under this section: (a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) In connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. (4) Unless limited by its articles of incorporation, a corporation shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. (5) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (a) The director furnishes the corporation a written statement of his good faith belief that he has met the standard of conduct described in subsection (2) of this section; (b) The director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and (c) A determination is made that the facts then known to those making the determination would not preclude indemnification under Section 79-11-101 et seq. The undertaking required by subsection (5)(b) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payment under this section shall be made in the manner specified in subsection (7) of this section. (6) Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or seek indemnification in another court of competent jurisdiction. The court may order indemnification if it determines: (a) The director is entitled to mandatory indemnification under subsection (4) of this section, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (b) With respect to a proceeding by or in the right of the corporation, the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, even though he was adjudged liable, but any indemnification shall be limited to reasonable expenses incurred. (7) A corporation may not indemnify a director under subsection (2) of this section unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in subsection (2) of this section. (a) The determination shall be made: (i) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (ii) If a quorum cannot be obtained under subparagraph (i) of this paragraph, by a majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding; (iii) By special legal counsel: 1. Selected by the board of directors or its committee in the manner prescribed in subparagraph (i) or (ii) of this paragraph; or 2. If a quorum of the board of directors cannot be obtained under subparagraph (i) of this paragraph and a committee cannot be designated under subparagraph (ii) of this paragraph selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or (iv) By the members but with the parties to the proceeding not being permitted to vote on the determination. (b) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (7)(a)(iii) of this section to select counsel. (8) Unless limited by a corporation's articles of incorporation: (a) An officer of the corporation is entitled to mandatory indemnification under subsection (2) of this section and is entitled to apply for court-ordered indemnification under subsection (6) of this section, in each case to the same extent as a director; (b) The corporation may indemnify and advance expenses under Section 79-11-101 et seq. to an officer, employee or agent of the corporation to the same extent as to a director. (9) A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the corporation would have power to indemnify him against the same liability under subsection (1) or (2) of this section. (10) Unless the articles of incorporation or bylaws provide otherwise, any authorization of indemnification in the articles of incorporation or bylaws shall not be deemed to prevent the corporation from providing the indemnity permitted or mandated by this section. (11) Any corporation shall have power to make any further indemnity, including advance of expenses, to and to enter into contracts of indemnity with any director, officer, employee or agent that may be authorized by the articles of incorporation or any bylaw made by the members (or if there are no members, by the board of directors) or any resolution adopted, before or after the event, by the members (or if there are no members, by the board of directors), except an indemnity against his failure to act in accordance with the standard of conduct provided in Section 79-11-267 or 79-11-275, as applicable. Unless the articles of incorporation, or any such bylaw or resolution provide otherwise, any determination as to any further indemnity shall be made in accordance with subsection (7)(a) of this section. Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person. SECTION 88. Section 79-11-282, Mississippi Code of 1972, is brought forward as follows: 79-11-282. (1) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation. (2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan. SECTION 89. Section 79-11-283, Mississippi Code of 1972, is brought forward as follows: 79-11-283. (1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by Section 79-11-265. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote. (4) A corporation shall maintain its records in written form or in any other form of a record. (5) A corporation shall keep a copy of the following records at its principal office: (a) Its articles or restated articles of incorporation and all amendments to them currently in effect; (b) Its bylaws or restated bylaws and all amendments to them currently in effect; (c) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members; (d) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years; (e) All written communications to members generally within the past three (3) years; (f) A list of the names and business or home addresses of its current directors and officers; and (g) Its most recent annual report delivered to the Secretary of State. SECTION 90. Section 79-11-285, Mississippi Code of 1972, is brought forward as follows: 79-11-285. (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. SECTION 91. Section 79-11-287, Mississippi Code of 1972, is brought forward as follows: 79-11-287. (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. SECTION 92. Section 79-11-289, Mississippi Code of 1972, is brought forward as follows: 79-11-289. (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. SECTION 93. Section 79-11-291, Mississippi Code of 1972, is brought forward as follows: 79-11-291. 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. SECTION 94. Section 79-11-293, Mississippi Code of 1972, is brought forward as follows: 79-11-293. (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. SECTION 95. Section 79-11-295, Mississippi Code of 1972, is brought forward as follows: 79-11-295. 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. SECTION 96. Section 79-11-297, Mississippi Code of 1972, is brought forward as follows: 79-11-297. 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. SECTION 97. Section 79-11-299, Mississippi Code of 1972, is brought forward as follows: 79-11-299. 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. SECTION 98. Section 79-11-301, Mississippi Code of 1972, is brought forward as follows: 79-11-301. 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 (â…”) 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. SECTION 99. Section 79-11-303, Mississippi Code of 1972, is brought forward as follows: 79-11-303. (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 (â…”) 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. SECTION 100. Section 79-11-305, Mississippi Code of 1972, is brought forward as follows: 79-11-305. 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. SECTION 101. Section 79-11-307, Mississippi Code of 1972, is brought forward as follows: 79-11-307. (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. SECTION 102. Section 79-11-309, Mississippi Code of 1972, is brought forward as follows: 79-11-309. (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. SECTION 103. Section 79-11-311, Mississippi Code of 1972, is brought forward as follows: 79-11-311. 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. SECTION 104. Section 79-11-313, Mississippi Code of 1972, is brought forward as follows: 79-11-313. 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. SECTION 105. Section 79-11-315, Mississippi Code of 1972, is brought forward as follows: 79-11-315. (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 (â…”) 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. SECTION 106. Section 79-11-317, Mississippi Code of 1972, is brought forward as follows: 79-11-317. (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 (â…”) 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. SECTION 107. Section 79-11-319, Mississippi Code of 1972, is brought forward as follows: 79-11-319. (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. SECTION 108. Section 79-11-321, Mississippi Code of 1972, is brought forward as follows: 79-11-321. (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, a plan of merger to be adopted must be approved: (a) By the board of directors; and (b) By the members, if any, by two-thirds (â…”) of the votes cast or a majority of the voting power, whichever is less. (2) If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger 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 the proposed merger. (3) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis. (4) If the board seeks to have the plan 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 the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws which will be in effect immediately after the merger takes effect. (5) If the board seeks to have the plan 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. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws which will be in effect immediately after the merger takes effect. (6) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under Section 79-11-303 or 79-11-317. The plan is approved by a class of members by two-thirds (â…”) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (7) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights) without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. SECTION 109. Section 79-11-323, Mississippi Code of 1972, is brought forward as follows: 79-11-323. 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. SECTION 110. Section 79-11-325, Mississippi Code of 1972, is brought forward as follows: 79-11-325. (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. SECTION 111. Section 79-11-327, Mississippi Code of 1972, is brought forward as follows: 79-11-327. (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. SECTION 112. Section 79-11-329, Mississippi Code of 1972, is brought forward as follows: 79-11-329. (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. SECTION 113. Section 79-11-331, Mississippi Code of 1972, is brought forward as follows: 79-11-331. (1) A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (2) of this section. (2) Unless Section 79-11-101 et seq., the articles of incorporation, the bylaws, or the board of directors or members (acting pursuant to subsection (4) of this section) require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (a) By the board of directors; and (b) By the members of two-thirds (â…”) of the votes cast or a majority of the voting power, whichever is less. (3) If the corporation does not have members the transaction 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 the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (4) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis. (5) If the corporation seeks to have the transaction 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 the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (6) If the board needs to have the transaction 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 a description of the transaction. (7) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. SECTION 114. Section 79-11-333, Mississippi Code of 1972, is brought forward as follows: 79-11-333. (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. SECTION 115. Section 79-11-335, Mississippi Code of 1972, is brought forward as follows: 79-11-335. (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 (â…”) 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. SECTION 116. Section 79-11-336, Mississippi Code of 1972, is brought forward as follows: 79-11-336. 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. SECTION 117. Section 79-11-337, Mississippi Code of 1972, is brought forward as follows: 79-11-337. (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. SECTION 118. Section 79-11-339, Mississippi Code of 1972, is brought forward as follows: 79-11-339. (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. SECTION 119. Section 79-11-341, Mississippi Code of 1972, is brought forward as follows: 79-11-341. (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. SECTION 120. Section 79-11-343, Mississippi Code of 1972, is brought forward as follows: 79-11-343. (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. SECTION 121. Section 79-11-345, Mississippi Code of 1972, is brought forward as follows: 79-11-345. (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. SECTION 122. Section 79-11-347, Mississippi Code of 1972, is brought forward as follows: 79-11-347. 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. SECTION 123. Section 79-11-349, Mississippi Code of 1972, is brought forward as follows: 79-11-349. (1) Upon determining that one or more grounds exist under Section 79-11-347 for dissolving a corporation, the Secretary of State shall notify the corporation in the form of a record of that determination. (2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least sixty (60) days after service of the notice is perfected, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation. (3) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under Section 79-11-341 and notify its claimants under Sections 79-11-343 and 79-11-345. (4) The administrative dissolution of a corporation does not terminate the authority of its registered agent. SECTION 124. Section 79-11-351, Mississippi Code of 1972, is brought forward as follows: 79-11-351. (1) A corporation administratively dissolved under Section 79-11-349 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must: (a) Recite the name of the corporation and the effective date of its administrative dissolution; (b) State that the ground or grounds for dissolution either did not exist or have been eliminated; (c) State that the corporation's name satisfies the requirements of Section 79-11-157; and (d) Contain a certificate from the Department of Revenue reciting that all taxes owed by the corporation have been paid. (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation. (3) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. SECTION 125. Section 79-11-353, Mississippi Code of 1972, is brought forward as follows: 79-11-353. (1) The Secretary of State, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation with a written notice that explains the reason or reasons for denial. (2) The corporation may appeal the denial of reinstatement to the chancery court of the county where the corporation's principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, within ninety (90) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement and the Secretary of State's notice of denial. (3) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. (4) The court's final decision may be appealed as in other civil proceedings. SECTION 126. Section 79-11-355, Mississippi Code of 1972, is brought forward as follows: 79-11-355. (1) The chancery court of the county where the corporation's principal office is or was located, or in 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 dissolve a corporation: (a) In a proceeding by the Attorney General or the Secretary of State if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; or (iii) If the corporation is a charitable organization, as defined in Section 79-11-501, that: 1. The corporate assets are being misapplied or wasted; 2. The corporation is unable to carry out its purpose(s); or 3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.; (b) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or (iv) The corporate assets are being misapplied or wasted; (c) In a proceeding by a creditor if it is established that: (i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or (d) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (2) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution. SECTION 127. Section 79-11-357, Mississippi Code of 1972, is brought forward as follows: 79-11-357. (1) Venue for a proceeding to dissolve a corporation lies in the county where a corporation's principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state. (2) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held. SECTION 128. Section 79-11-359, Mississippi Code of 1972, is brought forward as follows: 79-11-359. (1) A court in a judicial proceeding brought to dissolve a corporation shall have the power to issue injunctions and may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (2) The court may appoint an individual or a domestic or foreign business or nonprofit corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (a) The receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and (ii) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state; (b) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors. (4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members and creditors. (5) The assets of the corporation or the proceeds resulting from a sale, conveyance or other disposition thereof shall be applied and distributed as the court may order, after taking into account the following standards: (a) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall, to the extent that unencumbered assets are available therefor, be paid first toward the payment of costs and expenses of the court proceedings, and then toward other liabilities and obligations of the corporation. (b) 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 court shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations. (c) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred or conveyed in accordance with such requirements. (d) 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 as the court may direct. (e) Other assets, 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. (f) Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct. SECTION 129. Section 79-11-361, Mississippi Code of 1972, is brought forward as follows: 79-11-361. (1) If after the hearing the court determines that one or more grounds for judicial dissolution described in Section 79-11-355 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. (2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with Section 79-11-341 and the notification of its claimants in accordance with Sections 79-11-343 and 79-11-345. SECTION 130. Section 79-11-363, Mississippi Code of 1972, is brought forward as follows: 79-11-363. (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending or settling any proceeding; (b) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs; (c) Maintaining bank accounts; (d) Maintaining offices or agencies for the transfer, exchange and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities; (e) Selling through independent contractors; (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property; (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (i) Owning, without more, real or personal property; (j) Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; (k) Transacting business in interstate commerce. (3) The list of activities in subsection (2) of this section is not exhaustive. SECTION 131. Section 79-11-365, Mississippi Code of 1972, is brought forward as follows: 79-11-365. (1) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (2) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. (3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation, its successor or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (4) A foreign corporation is liable for a civil penalty of Five Dollars ($5.00) for each day, but not to exceed a total of two (2) times the fee required under Section 79-11-109 for securing articles of incorporation for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection. SECTION 132. Section 79-11-367, Mississippi Code of 1972, is brought forward as follows: 79-11-367. (1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State. The application must set forth: (a) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Section 79-11-373; (b) The name of the state or country under whose law it is incorporated; (c) The date of incorporation and period of duration; (d) The street address of its principal office; (e) The information required under Section 79-35-5(a); (f) The names and usual business or home addresses of its current directors and officers; and (g) Whether the foreign corporation has members. (2) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import), dated not more than sixty (60) days prior to the date the application is filed in this state, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. SECTION 133. Section 79-11-369, Mississippi Code of 1972, is brought forward as follows: 79-11-369. (1) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes: (a) Its corporate name; (b) The period of its duration; (c) Any information required by Section 79-35-5(a); or (d) The state or country or its incorporation. (2) The requirements of Section 79-11-367 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. SECTION 134. Section 79-11-371, Mississippi Code of 1972, is brought forward as follows: 79-11-371. (1) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in Section 79-11-101 et seq. (2) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as, and except as otherwise provided by Section 79-11-101 et seq. is subject to the same duties, restrictions, penalties, liabilities now or later imposed on, a domestic corporation of like character. (3) Section 79-11-101 et seq. do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. SECTION 135. Section 79-11-373, Mississippi Code of 1972, is brought forward as follows: 79-11-373. (1) If the corporate name of a foreign corporation does not satisfy the requirements of Section 79-11-157, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name. (2) Except as authorized by subsections (3) and (4) of this section, the corporate name (including a fictitious name) of a foreign corporation must be distinguishable upon the records of the Secretary of State from: (a) The corporate name of a nonprofit or business corporation incorporated or authorized to transact business in this state; (b) A corporate name reserved or registered under Section 79-11-159 or 79-11-161 or pursuant to the Mississippi Business Corporation Act; (c) The fictitious name of another foreign business or nonprofit corporation authorized to transact business in this state. (3) A foreign corporation may apply to the Secretary of State for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the records of the Secretary of State from the name applied for. The Secretary of State shall authorize use of the name applied for if: (a) The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (b) The applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state. (4) A foreign corporation may use in this state the name (including the fictitious name) of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation: (a) Has merged with the other corporation; (b) Has been formed by reorganization of the other corporation; or (c) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (5) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of Section 79-11-157, it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of Section 79-11-157 and obtains an amended certificate of authority under Section 79-11-369. SECTION 136. Section 79-11-381, Mississippi Code of 1972, is brought forward as follows: 79-11-381. Notice or demand required or permitted by law on a foreign corporation authorized to transact business in this state is governed by Section 79-35-13 Agents Act. Service of process is governed by the Mississippi Rules of Civil Procedure. SECTION 137. Section 79-11-383, Mississippi Code of 1972, is brought forward as follows: 79-11-383. (1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. (2) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth: (a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (b) A representation that it is not transacting business in this state and that it surrenders its authority to transact business in this state; (c) A representation that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this state; (d) A mailing address to which the Secretary of State may mail a copy of any process served on him or her under paragraph (c) of this subsection; and (e) A commitment to notify the Secretary of State in the future of any change in the mailing address. (3) After the withdrawal of the foreign corporation is effective, service of process on the Secretary of State under the Mississippi Rules of Civil Procedure is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the address set forth in its application for withdrawal. SECTION 138. Section 79-11-385, Mississippi Code of 1972, is brought forward as follows: 79-11-385. (1) The Secretary of State may commence a proceeding under Section 79-11-387 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (a) The foreign corporation does not deliver the annual report to the Secretary of State within sixty (60) days after it is due; (b) The foreign corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by Section 79-11-101 et seq. or other law; (c) The foreign corporation is without a registered agent in this state for sixty (60) days or more; (d) The foreign corporation does not inform the Secretary of State by an appropriate filing that its registered agent has changed or that its registered agent has resigned within ninety (90) days of the change or resignation; (e) An incorporator, director, officer or agent of the foreign corporation signed a document such person knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or (f) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger. (2) The Attorney General may commence a proceeding under Section 79-11-387 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if the foreign corporation has continued to exceed or abuse the authority conferred upon it by law. SECTION 139. Section 79-11-387, Mississippi Code of 1972, is brought forward as follows: 79-11-387. (1) The Secretary of State upon determining that one or more grounds exist under Section 79-11-385 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under Section 79-11-381. (2) The Attorney General upon determining that grounds exist under Section 79-11-385(2) for revocation of a certificate of authority shall request the Secretary of State to serve, and the Secretary of State shall serve the foreign corporation with written notice of that determination under Section 79-11-381. (3) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State or Attorney General that each ground for revocation determined by the Secretary of State or Attorney General does not exist within sixty (60) days after service of the notice is perfected under Section 79-11-381, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under Section 79-11-381. (4) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (5) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State, the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority. (6) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. SECTION 140. Section 79-11-389, Mississippi Code of 1972, is brought forward as follows: 79-11-389. (1) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Chancery Court of the First Judicial District of Hinds County, Mississippi, or the chancery court of the county where the corporation's principal office is located within thirty (30) days after the service of the certificate of revocation is perfected under Section 79-11-381. The foreign corporation applies by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation. (2) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate. (3) The court's final decision may be appealed as in other civil proceedings. SECTION 141. Section 79-11-391, Mississippi Code of 1972, is brought forward as follows: 79-11-391. (1) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall upon request deliver to the Secretary of State a status report on a form prescribed and furnished by the Secretary of State that sets forth: (a) The name of the corporation and the jurisdiction under whose law it is incorporated; (b) The information required by Section 79-35-5(a); (c) The address of its principal office; (d) The names and business or residence addresses of its directors and principal officers; (e) A brief description of the nature of its activities; and (f) Whether or not it has members. (2) Upon receiving the request for a status report, a domestic or foreign corporation shall have ninety (90) days to deliver the report to the Secretary of State. (3) The information in the status report must be current on the date the status report is executed on behalf of the corporation. (4) The Secretary of State may request a status report from time to time, but not more frequently than once every five (5) years, beginning five (5) years from the date upon which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. (5) If a status report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within thirty (30) days after the effective date of notice, it is deemed to be timely filed. SECTION 142. Section 79-11-393, Mississippi Code of 1972, is brought forward as follows: 79-11-393. Rural water companies organized pursuant to Section 79-11-101 et seq. shall be subject to the following requirements in order to obtain federal tax exemptions: (a) Each rural water company shall maintain a roster of all members which shall include the date upon which each member joined. (b) Each rural water company shall maintain a roster of patrons which shall include periodic data as to services rendered by the water company. Such roster shall be the basis for any distribution of excess revenues of the water company. Any such distribution shall be to the members and shall be based upon patronage for the time period over which such excess revenues to be distributed were collected, and the loss of membership by death or otherwise shall not terminate the rights and interest of such member in any patronage distribution due him at the termination of his membership. Any amount to be distributed shall be net income or funds in excess of those needed to meet current losses and operating expenses; provided, that such amount to be distributed shall be in excess of that needed for normal, reasonable business purposes. Before a rural water company shall construct, operate or maintain a water transmission or distribution system for the sale of water to the public, it shall obtain a certificate of public convenience and necessity from the Public Service Commission, pursuant to the provisions of Sections 77-3-1 through 77-3-87. SECTION 143. Section 79-11-394, Mississippi Code of 1972, is brought forward as follows: 79-11-394. (1) (a) Any nonprofit, nonshare corporation chartered under the Mississippi Nonprofit Corporation Act, Section 79-11-101 et seq., for the purpose of owning and operating rural waterworks annually shall prepare a financial report showing the financial condition of the corporation. The financial report shall be prepared on forms provided by the State Auditor within ninety (90) days following the close of the fiscal year of that corporation. Each report shall contain a certification signed by the president of the board of directors of the corporation that the president has reviewed the information contained in the financial report and that the information is true and correct. (b) As part of the billing statement received by the subscriber immediately before the annual meeting of the corporation, each corporation owning and operating rural waterworks shall notify each subscriber provided water service by the corporation of the availability of the most recently completed annual financial report, how that report may be obtained and where the report may be reviewed. If requested in writing, the corporation shall provide a copy of the financial report to any subscriber. (c) Before July 1, 1999, and July 1 of each subsequent year, each corporation required to prepare a financial report under this section shall submit the most recently completed annual financial report to the State Auditor. In addition, the corporation shall provide a copy of that financial report to the public library in the county seat of the county in which the corporation's principal office is located. If no public library is located in the county seat, the corporation shall provide that report to the public library serving the largest population in the county of the corporation's principal office. If requested in writing, the State Auditor shall provide a copy of the financial report to any subscriber of a water system owned and operated by that corporation and may recover the costs of providing that report. (2) In addition to the information required under subsection (1) of this section, each financial report shall contain the following: (a) A statement certifying that an annual meeting was held in accordance with the corporation's bylaws, as required under Section 79-11-197, including the date of the most recent annual meeting; (b) A list of the directors currently serving on the board of the corporation; and (c) A list of those directors required who have failed to meet the management training requirements under Section 41-26-101. (3) (a) Before July 15, 1999, and July 15 of each subsequent year, the State Auditor shall provide the State Department of Health a list of all corporations failing to file a report as required under subsection (1) of this section. The State Department of Health shall notify the president of the board of directors of each listed system in writing and shall require that the financial report be submitted to the State Auditor within thirty (30) days after the date of the letter. (b) If any corporation required to prepare a financial report under this section fails to notify subscribers of the availability of the financial report, no corporate action taken after the date of the annual meeting shall be valid. If any corporation required to prepare a financial report under this section fails to submit the most recently completed annual financial report to the State Auditor, no corporate action taken after the date for submission specified in the letter from the State Department of Health, as required under paragraph (a) of this subsection, shall be valid. (4) (a) Each nonprofit, nonshare corporation chartered under Section 79-11-101 et seq., for the purpose of owning and operating rural waterworks shall mail to each subscriber provided water service by the corporation, as part of the billing statement received by the subscriber immediately before the annual meeting of the corporation, a notice of the annual meeting of the corporation. Each corporation also shall submit, at the time the notice is provided to the subscribers, a copy of that notice to the State Department of Health. (b) If any corporation fails to provide notice as required under this subsection, no corporate action taken after the date stated in or fixed in accordance with the corporation's bylaws for the annual meeting shall be valid. (5) If any nonprofit, nonshare corporation chartered under Section 79-11-101 et seq., for the purpose of owning and operating rural waterworks fails to hold an annual meeting, no corporate action taken after the date stated in or fixed in accordance with the corporation's bylaws for the annual meeting shall be valid. SECTION 144. Section 79-11-395, Mississippi Code of 1972, is brought forward as follows: 79-11-395. Section 79-11-101 et seq. apply to all domestic nonprofit, nonshare corporations in existence on its effective date that were incorporated under Section 79-11-1 or any predecessor thereto. SECTION 145. Section 79-11-397, Mississippi Code of 1972, is brought forward as follows: 79-11-397. (1) A foreign corporation authorized to transact business in this state on January 1, 1988, Section 79-11-101 et seq. is subject to Section 79-11-101 et seq. but is not required to obtain a new certificate of authority to transact business under Section 79-11-101 et seq. (2) A foreign corporation domesticated in this state on January 1, 1988, is subject to Section 79-11-101 et seq., and its status shall automatically change from a foreign corporation domesticated in this state to that of a foreign corporation authorized to transact business in this state, and such corporation is not required to obtain a new certificate of authority to transact business under Section 79-11-101 et seq. SECTION 146. Section 79-11-399, Mississippi Code of 1972, is brought forward as follows: 79-11-399. (1) Except as provided in subsection (2) of this section, the repeal of a statute by Section 79-11-101 et seq. does not affect: (a) The operation of the statute or any action taken under it before its repeal; (b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; (c) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation before its repeal; (d) Any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed; or (e) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent. (2) If a penalty or punishment imposed for violation of a statute repealed by Section 79-11-101 et seq. is reduced by Section 79-11-101 et seq., the penalty or punishment, if not already imposed, shall be imposed in accordance with Section 79-11-101 et seq. (3) This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 USC Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act. SECTION 147. Section 79-11-401, Mississippi Code of 1972, is brought forward as follows: 79-11-401. Except as may be otherwise provided in Sections 79-11-31, 79-11-33 and 79-11-403, Section 79-11-101 et seq. apply to religious corporations. SECTION 148. Section 79-11-403, Mississippi Code of 1972, is brought forward as follows: 79-11-403. (1) The following provisions shall not apply to religious corporations unless otherwise provided in their articles or bylaws: (a) Section 79-11-133 (b) Section 79-11-189 (c) Section 79-11-193 (d) Section 79-11-213 (e) Section 79-11-239 (f) Section 79-11-245 (g) Section 79-11-282 (h) Section 79-11-359 (2) If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of Section 79-11-101 et seq. on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the Constitution of this state or both. SECTION 149. Section 79-11-405, Mississippi Code of 1972, is brought forward as follows: 79-11-405. (1) A nonprofit corporation granted a determination of exemption from tax as an organization described in Section 501(c)(3) of the Internal Revenue Code shall notify the Secretary of State, in the form and manner prescribed by the Secretary of State, within thirty (30) calendar days of the determination of exemption. (2) If a nonprofit corporation's exemption from tax as an organization described in Section 501(c)(3) of the Internal Revenue Code is suspended or revoked, the nonprofit corporation shall notify the Secretary of State of the suspension or revocation, in the form and manner prescribed by the Secretary of State, within thirty (30) calendar days of the suspension or revocation. SECTION 150. Section 79-11-407, Mississippi Code of 1972, is brought forward as follows: 79-11-407. (1) Each nonprofit corporation, as defined in Section 79-11-127(z), shall file an annual report with the Secretary of State Business Services Division before May 15 of each year on a form prescribed by the Secretary of State. (2) Each domestic nonprofit corporation and each foreign nonprofit corporation authorized to transact business in this state shall deliver an annual report to the Secretary of State for filing, on such date as may be established by the Secretary of State, which provides the following information: (a) The name of the nonprofit corporation and the state or country or other foreign jurisdiction under whose law it is organized; (b) The name, email address and street or physical address of its registered agent in this state; (c) The address of its principal office; (d) The name, titles and business address of its principal officer; (e) A brief description of the nature of its business; and (f) Whether it has received public funds and a listing of any governmental entity that distributed the public funds. The term "public funds" means funds received by the organization during its most recently completed fiscal year which were received from the State of Mississippi or any local governmental authority located within the State of Mississippi. (3) Information in the annual report must be current as of the date the annual report is executed on behalf of the nonprofit corporation. (4) If an annual report does not contain the information required by this section, the Secretary of State shall provide written notice promptly to the reporting nonprofit corporation and return the report for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within thirty (30) days after the effective date of notice, the report is deemed to be timely filed. (5) If the nonprofit corporation fails to file timely or fails to disclose the information required under this section, the corporation may be subject to the penalties of dissolution or disallowance of nonprofit status, or both. (6) The requirements of this section shall not apply to water associations as defined in Section 79-11-394. SECTION 151. This act shall take effect and be in force from and after July 1, 2025. |
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| 2 | 2 | | |
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| 3 | 3 | | MISSISSIPPI LEGISLATURE |
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| 4 | 4 | | |
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| 5 | 5 | | 2025 Regular Session |
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| 6 | 6 | | |
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| 7 | 7 | | To: Business and Commerce |
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| 8 | 8 | | |
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| 9 | 9 | | By: Representative Bounds |
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| 10 | 10 | | |
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| 11 | 11 | | # House Bill 1554 |
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| 12 | 12 | | |
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| 13 | 13 | | AN ACT TO BRING FORWARD SECTIONS 79-11-101 THROUGH 79-11-159, 79-11-171 THROUGH 79-11-373 AND 79-11-381 THROUGH 79-11-407, MISSISSIPPI CODE OF 1972, WHICH ARE THE MISSISSIPPI NONPROFIT CORPORATION ACT, FOR PURPOSES OF POSSIBLE AMENDMENT; AND FOR RELATED PURPOSES. |
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| 14 | 14 | | |
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| 15 | 15 | | BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI: |
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| 16 | 16 | | |
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| 17 | 17 | | SECTION 1. Section 79-11-101, Mississippi Code of 1972, is brought forward as follows: |
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| 18 | 18 | | |
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| 19 | 19 | | 79-11-101. Section 79-11-101 et seq. shall be known and may be cited as the "Mississippi Nonprofit Corporation Act." |
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| 20 | 20 | | |
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| 21 | 21 | | SECTION 2. Section 79-11-103, Mississippi Code of 1972, is brought forward as follows: |
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| 22 | 22 | | |
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| 23 | 23 | | 79-11-103. The Mississippi Legislature has power to amend or repeal all or part of Section 79-11-101 et seq. at any time and all domestic and foreign corporations subject to Section 79-11-101 et seq. are governed by the amendment or repeal. |
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| 24 | 24 | | |
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| 25 | 25 | | SECTION 3. Section 79-11-105, Mississippi Code of 1972, is brought forward as follows: |
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| 26 | 26 | | |
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| 27 | 27 | | 79-11-105. (1) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. |
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| 28 | 28 | | |
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| 29 | 29 | | (2) Section 79-11-101 et seq. must require or permit filing the document in the office of the Secretary of State. |
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| 30 | 30 | | |
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| 31 | 31 | | (3) The document must contain the information required by Section 79-11-101 et seq. It may contain other information as well. |
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| 32 | 32 | | |
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| 33 | 33 | | (4) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form. |
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| 34 | 34 | | |
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| 35 | 35 | | (5) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation. |
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| 36 | 36 | | |
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| 37 | 37 | | (6) The document must be signed: |
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| 38 | 38 | | |
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| 39 | 39 | | (a) By the presiding officer of its board of directors, its president or by another of its officers; |
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| 40 | 40 | | |
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| 41 | 41 | | (b) If directors have not been selected or the corporation has not been formed, by an incorporator; or |
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| 42 | 42 | | |
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| 43 | 43 | | (c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. |
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| 44 | 44 | | |
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| 45 | 45 | | (7) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: |
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| 46 | 46 | | |
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| 47 | 47 | | (a) A corporate seal; |
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| 48 | 48 | | |
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| 49 | 49 | | (b) An attestation; |
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| 50 | 50 | | |
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| 51 | 51 | | (c) An acknowledgement or verification. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing. |
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| 52 | 52 | | |
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| 53 | 53 | | (8) If the Secretary of State has prescribed a mandatory form for a document under Section 79-11-107, the document must be in or on the prescribed form. |
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| 54 | 54 | | |
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| 55 | 55 | | (9) The document must be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission if, to the extent, and in the manner permitted by the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Secretary of State may require one (1) exact or conformed copy to be delivered with the document except as otherwise provided in Sections 79-11-167 and 79-11-379. |
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| 56 | 56 | | |
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| 57 | 57 | | (10) When the document is delivered to the office of the Secretary of State for filing, the correct filing fee and any franchise tax, license fee or penalty required by Section 79-11-101 et seq. or other law must be paid or provision for payment made in a manner permitted by the Secretary of State. |
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| 58 | 58 | | |
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| 59 | 59 | | SECTION 4. Section 79-11-107, Mississippi Code of 1972, is brought forward as follows: |
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| 60 | 60 | | |
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| 61 | 61 | | 79-11-107. (1) The Secretary of State may prescribe and furnish, on request, forms for: (a) an application for a certificate of existence; (b) a foreign corporation's application for a certificate of authority to transact business in this state; (c) a foreign corporation's application for a certificate of withdrawal; and (d) the annual report. If the Secretary of State so requires, use of these forms is mandatory. |
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| 62 | 62 | | |
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| 63 | 63 | | (2) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by Section 79-11-101 et seq., but their use is not mandatory. |
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| 64 | 64 | | |
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| 65 | 65 | | SECTION 5. Section 79-11-109, Mississippi Code of 1972, is brought forward as follows: |
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| 66 | 66 | | |
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| 67 | 67 | | 79-11-109. (1) Except as otherwise provided in subsection (4) of this section, the Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing: |
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| 68 | 68 | | |
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| 69 | 69 | | Document Fee |
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| 70 | 70 | | |
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| 71 | 71 | | (a) Articles of incorporation $50.00 |
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| 72 | 72 | | |
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| 73 | 73 | | (b) [Reserved] |
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| 74 | 74 | | |
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| 75 | 75 | | (c) Application for reserved name 25.00 |
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| 76 | 76 | | |
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| 77 | 77 | | (d) Notice of transfer or cancellation |
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| 78 | 78 | | |
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| 79 | 79 | | of reserved name 25.00 |
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| 80 | 80 | | |
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| 81 | 81 | | (e) [Reserved] |
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| 82 | 82 | | |
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| 83 | 83 | | (f) [Reserved] |
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| 84 | 84 | | |
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| 85 | 85 | | (g) [Reserved] |
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| 86 | 86 | | |
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| 87 | 87 | | (h) [Reserved] |
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| 88 | 88 | | |
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| 89 | 89 | | (i) [Reserved] |
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| 90 | 90 | | |
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| 91 | 91 | | (j) Amendment of articles of incorporation 50.00 |
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| 92 | 92 | | |
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| 93 | 93 | | (k) Restatement of articles of incorporation |
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| 94 | 94 | | |
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| 95 | 95 | | with amendments 50.00 |
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| 96 | 96 | | |
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| 97 | 97 | | (l) Articles of merger 50.00 |
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| 98 | 98 | | |
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| 99 | 99 | | (m) Articles of dissolution 25.00 |
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| 100 | 100 | | |
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| 101 | 101 | | (n) Articles of revocation of dissolution 25.00 |
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| 102 | 102 | | |
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| 103 | 103 | | (o) Certificate of administrative |
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| 104 | 104 | | |
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| 105 | 105 | | dissolution No Fee |
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| 106 | 106 | | |
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| 107 | 107 | | (p) Application for reinstatement following |
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| 108 | 108 | | |
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| 109 | 109 | | administrative dissolution 50.00 |
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| 110 | 110 | | |
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| 111 | 111 | | (q) Certificate of reinstatement No Fee |
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| 112 | 112 | | |
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| 113 | 113 | | (r) Certificate of judicial dissolution No Fee |
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| 114 | 114 | | |
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| 115 | 115 | | (s) Application for certificate of authority 100.00 |
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| 116 | 116 | | |
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| 117 | 117 | | (t) Application for amended certificate of |
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| 118 | 118 | | |
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| 119 | 119 | | authority 50.00 |
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| 120 | 120 | | |
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| 121 | 121 | | (u) Application for certificate of withdrawal 25.00 |
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| 122 | 122 | | |
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| 123 | 123 | | (v) Certificate of revocation of authority |
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| 124 | 124 | | |
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| 125 | 125 | | to transact business No Fee |
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| 126 | 126 | | |
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| 127 | 127 | | (w) Annual report No Fee |
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| 128 | 128 | | |
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| 129 | 129 | | (x) Articles of correction 50.00 |
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| 130 | 130 | | |
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| 131 | 131 | | (y) Application for certificate of existence |
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| 132 | 132 | | |
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| 133 | 133 | | or authorization 25.00 |
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| 134 | 134 | | |
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| 135 | 135 | | (z) Any other document required or permitted |
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| 136 | 136 | | |
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| 137 | 137 | | to be filed by Section 79-11-101 et seq. 25.00 |
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| 138 | 138 | | |
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| 139 | 139 | | (2) Except as otherwise provided in subsection (4) of this section, the Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) upon being served with process under Section 79-11-101 et seq. The party to a proceeding causing service of process is entitled to recover the fee paid the Secretary of State as costs if the party prevails in the proceeding. |
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| 140 | 140 | | |
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| 141 | 141 | | (3) Except as otherwise provided in subsection (4) of this section, the Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: |
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| 142 | 142 | | |
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| 143 | 143 | | (a) One Dollar ($1.00) a page for copying; and |
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| 144 | 144 | | |
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| 145 | 145 | | (b) Ten Dollars ($10.00) for the certificate. |
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| 146 | 146 | | |
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| 147 | 147 | | (4) The Secretary of State may collect a filing fee greater than the fee set forth in subsections (1), (2) and (3) in an amount not to exceed twice the fee set forth in subsections (1), (2) and (3) of processing the filing, if the form prescribed by the Secretary of State for such filing has not been used. |
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| 148 | 148 | | |
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| 149 | 149 | | SECTION 6. Section 79-11-111, Mississippi Code of 1972, is brought forward as follows: |
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| 150 | 150 | | |
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| 151 | 151 | | 79-11-111. (1) Except as provided in subsection (2) of this section, a document is effective: |
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| 152 | 152 | | |
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| 153 | 153 | | (a) At the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or |
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| 154 | 154 | | |
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| 155 | 155 | | (b) At the time specified in the document as its effective time on the date it is filed. |
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| 156 | 156 | | |
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| 157 | 157 | | (2) A document may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed. |
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| 158 | 158 | | |
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| 159 | 159 | | (3) Notwithstanding subsections (1) and (2) of this section, any document that has a delayed effective time and date shall not become effective if, prior to the effective time and date, the parties to the document file a certification of cancellation with the Secretary of State. |
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| 160 | 160 | | |
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| 161 | 161 | | SECTION 7. Section 79-11-113, Mississippi Code of 1972, is brought forward as follows: |
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| 162 | 162 | | |
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| 163 | 163 | | 79-11-113. (1) A domestic or foreign corporation may correct a document filed by the Secretary of State if (a) the document contains an inaccuracy, or (b) the document was defectively signed, attested, sealed, verified or acknowledged, or (c) the electronic transmission was defective. |
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| 164 | 164 | | |
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| 165 | 165 | | (2) A document is corrected: |
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| 166 | 166 | | |
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| 167 | 167 | | (a) By preparing articles of correction that: (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the inaccuracy or defect to be corrected, and (iii) correct the inaccuracy or defect; and |
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| 168 | 168 | | |
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| 169 | 169 | | (b) By delivering the articles of correction to the office of the Secretary of State for filing. |
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| 170 | 170 | | |
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| 171 | 171 | | (3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. |
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| 172 | 172 | | |
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| 173 | 173 | | SECTION 8. Section 79-11-115, Mississippi Code of 1972, is brought forward as follows: |
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| 174 | 174 | | |
|---|
| 175 | 175 | | 79-11-115. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of Section 79-11-105, the Secretary of State shall file it. |
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| 176 | 176 | | |
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| 177 | 177 | | (2) The Secretary of State files a document by recording it as filed on the date and time of receipt. After filing a document, except as provided in Section 79-35-11, the Secretary of State shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date and time of filing. |
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| 178 | 178 | | |
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| 179 | 179 | | (3) Upon refusing to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal. |
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| 180 | 180 | | |
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| 181 | 181 | | (4) The Secretary of State's duty to file documents under this section is ministerial. Filing or refusal to file a document does not: |
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| 182 | 182 | | |
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| 183 | 183 | | (a) Affect the validity or invalidity of the document, in whole or in part; |
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| 184 | 184 | | |
|---|
| 185 | 185 | | (b) Relate to the correctness or incorrectness of information contained in the document; or |
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| 186 | 186 | | |
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| 187 | 187 | | (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. |
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| 188 | 188 | | |
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| 189 | 189 | | SECTION 9. Section 79-11-117, Mississippi Code of 1972, is brought forward as follows: |
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| 190 | 190 | | |
|---|
| 191 | 191 | | 79-11-117. (1) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State's office, the domestic or foreign corporation may appeal the refusal to the chancery court in the county where the corporation's principal office is or will be located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of the refusal to file. |
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| 192 | 192 | | |
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| 193 | 193 | | (2) The court may summarily order the Secretary of State to file the document or take other action the court considered appropriate. |
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| 194 | 194 | | |
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| 195 | 195 | | (3) The court's final decision may be appealed as in other civil proceedings. |
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| 196 | 196 | | |
|---|
| 197 | 197 | | SECTION 10. Section 79-11-119, Mississippi Code of 1972, is brought forward as follows: |
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| 198 | 198 | | |
|---|
| 199 | 199 | | 79-11-119. A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State is conclusive evidence that the original document is on file with the Secretary of State. |
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| 200 | 200 | | |
|---|
| 201 | 201 | | SECTION 11. Section 79-11-121, Mississippi Code of 1972, is brought forward as follows: |
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| 202 | 202 | | |
|---|
| 203 | 203 | | 79-11-121. (1) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic or foreign corporation. |
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| 204 | 204 | | |
|---|
| 205 | 205 | | (2) The certificate of existence sets forth: |
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| 206 | 206 | | |
|---|
| 207 | 207 | | (a) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; |
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| 208 | 208 | | |
|---|
| 209 | 209 | | (b) That (i) the domestic corporation is duly incorporated under the law of this state, the date of its incorporation and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this state; |
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| 210 | 210 | | |
|---|
| 211 | 211 | | (c) That all fees, taxes, and penalties owed to this state have been paid, if (i) payment is reflected in the records of the Secretary of State and (ii) nonpayment affects the good standing of the domestic or foreign corporation; |
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| 212 | 212 | | |
|---|
| 213 | 213 | | (d) That its most recent annual report has been delivered to the Secretary of State; |
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| 214 | 214 | | |
|---|
| 215 | 215 | | (e) That articles of dissolution have not been filed; and |
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| 216 | 216 | | |
|---|
| 217 | 217 | | (f) Other facts of record in the Office of the Secretary of State that may be requested by the application. |
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| 218 | 218 | | |
|---|
| 219 | 219 | | (3) Subject to any qualification stated in the certificate, a certificate of existence issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to conduct activities in this state. |
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| 220 | 220 | | |
|---|
| 221 | 221 | | SECTION 12. Section 79-11-123, Mississippi Code of 1972, is brought forward as follows: |
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| 222 | 222 | | |
|---|
| 223 | 223 | | 79-11-123. (1) A person commits an offense by signing a document such person knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. |
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| 224 | 224 | | |
|---|
| 225 | 225 | | (2) An offense under this section is a misdemeanor punishable by a fine of not more than Five Hundred Dollars ($500.00). |
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| 226 | 226 | | |
|---|
| 227 | 227 | | SECTION 13. Section 79-11-125, Mississippi Code of 1972, is brought forward as follows: |
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| 228 | 228 | | |
|---|
| 229 | 229 | | 79-11-125. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State's office by Section 79-11-101 et seq. |
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| 230 | 230 | | |
|---|
| 231 | 231 | | SECTION 14. Section 79-11-127, Mississippi Code of 1972, is brought forward as follows: |
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| 232 | 232 | | |
|---|
| 233 | 233 | | 79-11-127. Unless the context otherwise requires in Section 79-11-101 et seq., the following terms shall have the meaning ascribed herein: |
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| 234 | 234 | | |
|---|
| 235 | 235 | | (a) "Approved by (or approval by) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or by a written ballot or written consent in conformity with Section 79-11-101 et seq. or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or Section 79-11-101 et seq. for any specified member action. |
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| 236 | 236 | | |
|---|
| 237 | 237 | | (b) "Articles of incorporation" or "articles" include amended and restated articles of incorporation and articles of merger. |
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| 238 | 238 | | |
|---|
| 239 | 239 | | (c) "Board" or "board of directors" means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to Section 79-11-231. |
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| 240 | 240 | | |
|---|
| 241 | 241 | | (d) "Bylaws" means the code or codes of rules (other than the articles) adopted pursuant to Section 79-11-101 et seq. for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. |
|---|
| 242 | 242 | | |
|---|
| 243 | 243 | | (e) "Class" means a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purposes of this section, rights shall be considered the same if they are determined by a formula applied uniformly. |
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| 244 | 244 | | |
|---|
| 245 | 245 | | (f) "Conspicuous" means so written, displayed, or presented that a reasonable person against whom the record is to operate should have noticed it. For example, text in italics, boldface, contrasting color or capitals, or that is underlined, is conspicuous. |
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| 246 | 246 | | |
|---|
| 247 | 247 | | (g) "Corporation" means a nonprofit corporation subject to the provisions of Section 79-11-101 et seq., except a foreign corporation. |
|---|
| 248 | 248 | | |
|---|
| 249 | 249 | | (h) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. |
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| 250 | 250 | | |
|---|
| 251 | 251 | | (i) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission, except that delivery to the Secretary of State means actual receipt by the Secretary of State. |
|---|
| 252 | 252 | | |
|---|
| 253 | 253 | | (j) "Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. |
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| 254 | 254 | | |
|---|
| 255 | 255 | | (k) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers. Payment of reasonable compensation, fees, or expenses incurred in the performance of duties on behalf of the corporation is not a distribution. |
|---|
| 256 | 256 | | |
|---|
| 257 | 257 | | (l) "Domestic corporation" means a corporation. |
|---|
| 258 | 258 | | |
|---|
| 259 | 259 | | (m) "Effective date of notice" is defined in Section 79-11-129. |
|---|
| 260 | 260 | | |
|---|
| 261 | 261 | | (n) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. |
|---|
| 262 | 262 | | |
|---|
| 263 | 263 | | (o) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. |
|---|
| 264 | 264 | | |
|---|
| 265 | 265 | | (p) "Employee" includes an officer but not a director. A director may accept duties that make the director an employee. |
|---|
| 266 | 266 | | |
|---|
| 267 | 267 | | (q) "Entity" includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; corporation sole; business trust, estate, partnership, trust and two (2) or more persons having a joint or common economic interest; and state, United States and foreign government. |
|---|
| 268 | 268 | | |
|---|
| 269 | 269 | | (r) "File," "filed" or "filing" means filed in the Office of the Secretary of State. |
|---|
| 270 | 270 | | |
|---|
| 271 | 271 | | (s) "Foreign corporation" means a corporation organized under a law other than the law of this state which would be a nonprofit corporation if formed under the laws of this state. |
|---|
| 272 | 272 | | |
|---|
| 273 | 273 | | (t) "Governmental subdivision" includes authority, county, district and municipality. |
|---|
| 274 | 274 | | |
|---|
| 275 | 275 | | (u) "Includes" denotes a partial definition. |
|---|
| 276 | 276 | | |
|---|
| 277 | 277 | | (v) "Individual" includes the estate of an incompetent individual. |
|---|
| 278 | 278 | | |
|---|
| 279 | 279 | | (w) "Means" denotes a complete definition. |
|---|
| 280 | 280 | | |
|---|
| 281 | 281 | | (x) "Member" means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one (1) occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. |
|---|
| 282 | 282 | | |
|---|
| 283 | 283 | | A person is not a member by virtue of any of the following: |
|---|
| 284 | 284 | | |
|---|
| 285 | 285 | | (i) Any rights such person has as a delegate; |
|---|
| 286 | 286 | | |
|---|
| 287 | 287 | | (ii) Any rights such person has to designate a director or directors; or |
|---|
| 288 | 288 | | |
|---|
| 289 | 289 | | (iii) Any rights such person has as a director. |
|---|
| 290 | 290 | | |
|---|
| 291 | 291 | | (y) "Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and Section 79-11-101 et seq. |
|---|
| 292 | 292 | | |
|---|
| 293 | 293 | | (z) "Nonprofit corporation" means a corporation, no part of the assets, income or profit of which is distributed to or enures to the benefit of its members, directors or officers, except as otherwise provided under this chapter. In a corporation all of whose members are nonprofit corporations, distribution to members does not deprive it of the status of a nonprofit corporation. |
|---|
| 294 | 294 | | |
|---|
| 295 | 295 | | (aa) "Notice" is defined in Section 79-11-129. |
|---|
| 296 | 296 | | |
|---|
| 297 | 297 | | (bb) "Person" includes any individual or entity. |
|---|
| 298 | 298 | | |
|---|
| 299 | 299 | | (cc) "Principal office" means the office (in or out of this state) where the principal executive offices of a domestic or foreign corporation are located. |
|---|
| 300 | 300 | | |
|---|
| 301 | 301 | | (dd) "Proceeding" includes civil suit and criminal, administrative and investigatory action. |
|---|
| 302 | 302 | | |
|---|
| 303 | 303 | | (ee) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. |
|---|
| 304 | 304 | | |
|---|
| 305 | 305 | | (ff) "Record date" means the date established under Section 79-11-209 on which a corporation determines the identity of its members for the purposes of Section 79-11-101 et seq. |
|---|
| 306 | 306 | | |
|---|
| 307 | 307 | | (gg) "Religious corporation" means a corporation organized and operating primarily or exclusively for religious purposes. |
|---|
| 308 | 308 | | |
|---|
| 309 | 309 | | (hh) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 79-11-273 for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. |
|---|
| 310 | 310 | | |
|---|
| 311 | 311 | | (ii) "Sign" means with present intent to authenticate or adopt a record: |
|---|
| 312 | 312 | | |
|---|
| 313 | 313 | | (i) To execute or adopt a tangible symbol; or |
|---|
| 314 | 314 | | |
|---|
| 315 | 315 | | (ii) To attach to or logically associate with the record an electronic sound, symbol, or process as defined under Mississippi law. |
|---|
| 316 | 316 | | |
|---|
| 317 | 317 | | (jj) "State," when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States. |
|---|
| 318 | 318 | | |
|---|
| 319 | 319 | | (kk) "United States" includes any district, authority, bureau, commission, department and any other agency of the United States. |
|---|
| 320 | 320 | | |
|---|
| 321 | 321 | | (ll) "Vote" includes authorization by written ballot and written consent. |
|---|
| 322 | 322 | | |
|---|
| 323 | 323 | | (mm) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors. |
|---|
| 324 | 324 | | |
|---|
| 325 | 325 | | SECTION 15. Section 79-11-129, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 326 | 326 | | |
|---|
| 327 | 327 | | 79-11-129. (1) Notice under this chapter must be in the form of a record unless oral notice is authorized by this chapter or is reasonable under the circumstances. |
|---|
| 328 | 328 | | |
|---|
| 329 | 329 | | (2) Notice may be communicated in person or by delivery. If these forms of communication are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication. |
|---|
| 330 | 330 | | |
|---|
| 331 | 331 | | (3) Oral notice is effective when communicated if communicated in a comprehensible manner. |
|---|
| 332 | 332 | | |
|---|
| 333 | 333 | | (4) Written notice by a domestic or foreign corporation to a member, if in a comprehensible form, is effective: |
|---|
| 334 | 334 | | |
|---|
| 335 | 335 | | (a) Upon deposit in the United States mail, if the postage or delivery charge is paid and the notice is correctly addressed to the member's address shown in the corporation's current record of members, or |
|---|
| 336 | 336 | | |
|---|
| 337 | 337 | | (b) When given if the notice is delivered in any other manner that the member has authorized. |
|---|
| 338 | 338 | | |
|---|
| 339 | 339 | | (5) Except as provided in subsection (4) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: |
|---|
| 340 | 340 | | |
|---|
| 341 | 341 | | (a) When received; |
|---|
| 342 | 342 | | |
|---|
| 343 | 343 | | (b) Five (5) days after its deposit in the United States mail, if mailed postpaid and correctly addressed; |
|---|
| 344 | 344 | | |
|---|
| 345 | 345 | | (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. |
|---|
| 346 | 346 | | |
|---|
| 347 | 347 | | (6) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members. |
|---|
| 348 | 348 | | |
|---|
| 349 | 349 | | (7) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one (1) of such members, at the address appearing on the current list of members. |
|---|
| 350 | 350 | | |
|---|
| 351 | 351 | | (8) Written notice is correctly addressed to a domestic or foreign corporation (authorized to transact business in this state), other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority. |
|---|
| 352 | 352 | | |
|---|
| 353 | 353 | | (9) If Section 79-11-205 or any other provision of Section 79-11-101 et seq. prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of Section 79-11-101 et seq., those requirements govern. |
|---|
| 354 | 354 | | |
|---|
| 355 | 355 | | (10) With respect to electronic communications: |
|---|
| 356 | 356 | | |
|---|
| 357 | 357 | | (a) Unless otherwise provided in the articles of incorporation or bylaws, or otherwise agreed between the sender and the recipient, an electronic communication is received when: |
|---|
| 358 | 358 | | |
|---|
| 359 | 359 | | (i) It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and |
|---|
| 360 | 360 | | |
|---|
| 361 | 361 | | (ii) It is in a form capable of being processed by that system. |
|---|
| 362 | 362 | | |
|---|
| 363 | 363 | | (b) An electronic communication is received under subsection (10)(a) even if no individual is aware of its receipt. |
|---|
| 364 | 364 | | |
|---|
| 365 | 365 | | (c) Receipt of an electronic acknowledgement from an information processing system described in subsection (10)(a) establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received. |
|---|
| 366 | 366 | | |
|---|
| 367 | 367 | | (11) An authorization by a member of delivery of notices or communications by e-mail or similar electronic means may be revoked by the member by notice to the nonprofit corporation in the form of a record. Such an authorization is deemed revoked if (a) the corporation is unable to deliver two (2) consecutive notices or other communications to the member in the manner authorized; and (b) the inability becomes known to the secretary or other person responsible for giving the notice or other communication; but the failure to treat the inability as a revocation does not invalidate any meeting or other action. |
|---|
| 368 | 368 | | |
|---|
| 369 | 369 | | SECTION 16. Section 79-11-131, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 370 | 370 | | |
|---|
| 371 | 371 | | 79-11-131. (1) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or Section 79-11-101 et seq., then upon petition of a director, officer, delegate, member or the Attorney General, the chancery court of the county where the corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized in such a manner as the court finds fair and equitable under the circumstances. |
|---|
| 372 | 372 | | |
|---|
| 373 | 373 | | (2) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws and Section 79-11-101 et seq., whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are. |
|---|
| 374 | 374 | | |
|---|
| 375 | 375 | | (3) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws or Section 79-11-101 et seq. |
|---|
| 376 | 376 | | |
|---|
| 377 | 377 | | (4) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets. |
|---|
| 378 | 378 | | |
|---|
| 379 | 379 | | (5) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the force and effect as if it complied with every requirement imposed by the articles, bylaws and Section 79-11-101 et seq. |
|---|
| 380 | 380 | | |
|---|
| 381 | 381 | | SECTION 17. Section 79-11-133, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 382 | 382 | | |
|---|
| 383 | 383 | | 79-11-133. (1) The Attorney General shall be given notice of the commencement of any proceeding which Section 79-11-101 et seq. authorizes the Attorney General to bring but which has been commenced by another person. |
|---|
| 384 | 384 | | |
|---|
| 385 | 385 | | (2) Whenever any provision of Section 79-11-101 et seq. requires that notice be given to the Attorney General or permits the Attorney General to commence a proceeding: |
|---|
| 386 | 386 | | |
|---|
| 387 | 387 | | (a) If no proceeding has been commenced, the Attorney General may take appropriate action including, but not limited to, seeking injunctive relief. |
|---|
| 388 | 388 | | |
|---|
| 389 | 389 | | (b) If a proceeding has been commenced by a person other than the Attorney General, the Attorney General, as of right, may intervene in such proceeding. |
|---|
| 390 | 390 | | |
|---|
| 391 | 391 | | SECTION 18. Section 79-11-135, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 392 | 392 | | |
|---|
| 393 | 393 | | 79-11-135. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. |
|---|
| 394 | 394 | | |
|---|
| 395 | 395 | | SECTION 19. Section 79-11-137, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 396 | 396 | | |
|---|
| 397 | 397 | | 79-11-137. (1) The articles of incorporation must set forth: |
|---|
| 398 | 398 | | |
|---|
| 399 | 399 | | (a) A corporate name for the corporation that satisfies the requirements of Section 79-11-157; |
|---|
| 400 | 400 | | |
|---|
| 401 | 401 | | (b) The period of duration, which may be perpetual; |
|---|
| 402 | 402 | | |
|---|
| 403 | 403 | | (c) The information required by Section 79-35-5(a); |
|---|
| 404 | 404 | | |
|---|
| 405 | 405 | | (d) The name and address of each incorporator; |
|---|
| 406 | 406 | | |
|---|
| 407 | 407 | | (e) If the corporation is incorporated on or after January 1, 2012, the corporation's initial planned, primary nonprofit activity; and |
|---|
| 408 | 408 | | |
|---|
| 409 | 409 | | (f) Any other information the Secretary of State may reasonably require by rule, including, without limitation, the contact name, electronic mail address, telephone number or business or mailing address of the corporation or that can be used to contact the corporation. |
|---|
| 410 | 410 | | |
|---|
| 411 | 411 | | (2) The articles of incorporation may set forth: |
|---|
| 412 | 412 | | |
|---|
| 413 | 413 | | (a) The names and addresses of the individuals who are to serve as the initial directors; |
|---|
| 414 | 414 | | |
|---|
| 415 | 415 | | (b) Provisions not inconsistent with law regarding: |
|---|
| 416 | 416 | | |
|---|
| 417 | 417 | | (i) The purpose or purposes for which the corporation is organized; |
|---|
| 418 | 418 | | |
|---|
| 419 | 419 | | (ii) Managing the business and regulating the affairs of the corporation; |
|---|
| 420 | 420 | | |
|---|
| 421 | 421 | | (iii) Defining, limiting and regulating the powers of the corporation, its board of directors and members; |
|---|
| 422 | 422 | | |
|---|
| 423 | 423 | | (c) Any provision that under Section 79-11-101 et seq. is required or permitted to be set forth in the bylaws; and |
|---|
| 424 | 424 | | |
|---|
| 425 | 425 | | (d) A provision permitting or making obligatory indemnification of a director for liability (as defined in Section 79-11-281(1)(c)) to any person for any action taken, or any failure to take any action as a director, except liability for: |
|---|
| 426 | 426 | | |
|---|
| 427 | 427 | | (i) Receipt of a financial benefit to which the director is not entitled; |
|---|
| 428 | 428 | | |
|---|
| 429 | 429 | | (ii) An intentional infliction of harm; |
|---|
| 430 | 430 | | |
|---|
| 431 | 431 | | (iii) A violation of Section 79-11-270; or |
|---|
| 432 | 432 | | |
|---|
| 433 | 433 | | (iv) An intentional violation of criminal law. |
|---|
| 434 | 434 | | |
|---|
| 435 | 435 | | (3) The articles of incorporation need not set forth any of the corporate powers enumerated in Section 79-11-101 et seq. |
|---|
| 436 | 436 | | |
|---|
| 437 | 437 | | (4) The liability of a director of a corporation that is not a charitable organization as defined in Section 79-11-501 may be eliminated or limited by a provision of the articles of incorporation that a director shall not be liable to the corporation or its members for money damages for any action taken or any failure to take any action as a director, except liability for: |
|---|
| 438 | 438 | | |
|---|
| 439 | 439 | | (a) The amount of a financial benefit received by the director to which the director is not entitled; |
|---|
| 440 | 440 | | |
|---|
| 441 | 441 | | (b) An intentional infliction of harm; |
|---|
| 442 | 442 | | |
|---|
| 443 | 443 | | (c) A violation of Section 79-11-270; or |
|---|
| 444 | 444 | | |
|---|
| 445 | 445 | | (d) An intentional violation of criminal law. |
|---|
| 446 | 446 | | |
|---|
| 447 | 447 | | SECTION 20. Section 79-11-139, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 448 | 448 | | |
|---|
| 449 | 449 | | 79-11-139. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. |
|---|
| 450 | 450 | | |
|---|
| 451 | 451 | | (2) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. |
|---|
| 452 | 452 | | |
|---|
| 453 | 453 | | SECTION 21. Section 79-11-141, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 454 | 454 | | |
|---|
| 455 | 455 | | 79-11-141. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under Section 79-11-101 et seq., are jointly and severally liable for all liabilities created while so acting. |
|---|
| 456 | 456 | | |
|---|
| 457 | 457 | | SECTION 22. Section 79-11-143, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 458 | 458 | | |
|---|
| 459 | 459 | | 79-11-143. (1) After incorporation: |
|---|
| 460 | 460 | | |
|---|
| 461 | 461 | | (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; |
|---|
| 462 | 462 | | |
|---|
| 463 | 463 | | (b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: |
|---|
| 464 | 464 | | |
|---|
| 465 | 465 | | (i) To elect directors and complete the organization of the corporation; or |
|---|
| 466 | 466 | | |
|---|
| 467 | 467 | | (ii) To elect a board of directors who shall complete the organization of the corporation. |
|---|
| 468 | 468 | | |
|---|
| 469 | 469 | | (2) Action required or permitted by Section 79-11-101 et seq. to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. |
|---|
| 470 | 470 | | |
|---|
| 471 | 471 | | (3) An organizational meeting may be held in or out of this state. |
|---|
| 472 | 472 | | |
|---|
| 473 | 473 | | SECTION 23. Section 79-11-145, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 474 | 474 | | |
|---|
| 475 | 475 | | 79-11-145. (1) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. |
|---|
| 476 | 476 | | |
|---|
| 477 | 477 | | (2) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. |
|---|
| 478 | 478 | | |
|---|
| 479 | 479 | | SECTION 24. Section 79-11-147, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 480 | 480 | | |
|---|
| 481 | 481 | | 79-11-147. (1) Unless the articles provide otherwise, the directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: |
|---|
| 482 | 482 | | |
|---|
| 483 | 483 | | (a) How to call a meeting of the board; |
|---|
| 484 | 484 | | |
|---|
| 485 | 485 | | (b) Quorum requirements for the meeting; and |
|---|
| 486 | 486 | | |
|---|
| 487 | 487 | | (c) Designation of additional or substitute directors. |
|---|
| 488 | 488 | | |
|---|
| 489 | 489 | | (2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. |
|---|
| 490 | 490 | | |
|---|
| 491 | 491 | | (3) Corporate action taken in good faith in accordance with the emergency bylaws: |
|---|
| 492 | 492 | | |
|---|
| 493 | 493 | | (a) Binds the corporation; and |
|---|
| 494 | 494 | | |
|---|
| 495 | 495 | | (b) May not be used to impose liability on a corporate director, officer, employee or agent. |
|---|
| 496 | 496 | | |
|---|
| 497 | 497 | | (4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. |
|---|
| 498 | 498 | | |
|---|
| 499 | 499 | | SECTION 25. Section 79-11-149, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 500 | 500 | | |
|---|
| 501 | 501 | | 79-11-149. Corporations may be organized under Section 79-11-101 et seq. for any lawful activity. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under Section 79-11-101 et seq. only if permitted by, and subject to all limitations of, the other statute. |
|---|
| 502 | 502 | | |
|---|
| 503 | 503 | | SECTION 26. Section 79-11-151, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 504 | 504 | | |
|---|
| 505 | 505 | | 79-11-151. Each corporation shall have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized including, without limitation, power: |
|---|
| 506 | 506 | | |
|---|
| 507 | 507 | | (a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation. |
|---|
| 508 | 508 | | |
|---|
| 509 | 509 | | (b) To sue and be sued, complain and defend, in its corporate name. |
|---|
| 510 | 510 | | |
|---|
| 511 | 511 | | (c) To have a corporate seal which may be altered at will, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. |
|---|
| 512 | 512 | | |
|---|
| 513 | 513 | | (d) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated. |
|---|
| 514 | 514 | | |
|---|
| 515 | 515 | | (e) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets. |
|---|
| 516 | 516 | | |
|---|
| 517 | 517 | | (f) To lend money to its employees other than its officers and directors and otherwise assist its employees, officers and directors. |
|---|
| 518 | 518 | | |
|---|
| 519 | 519 | | (g) To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether business or nonprofit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof. |
|---|
| 520 | 520 | | |
|---|
| 521 | 521 | | (h) To make contracts and guarantees, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income, and make contracts of guaranty and suretyship. |
|---|
| 522 | 522 | | |
|---|
| 523 | 523 | | (i) To lend money for its corporate purposes, invest and reinvest its funds and take and hold real and personal property as security for the payment of funds so lent or invested. |
|---|
| 524 | 524 | | |
|---|
| 525 | 525 | | (j) To conduct its affairs, carry on its operations and have offices and exercise the powers granted by Section 79-11-101 et seq. in any state, territory, district or possession of the United States or in any foreign country. |
|---|
| 526 | 526 | | |
|---|
| 527 | 527 | | (k) To elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation. |
|---|
| 528 | 528 | | |
|---|
| 529 | 529 | | (l) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation. |
|---|
| 530 | 530 | | |
|---|
| 531 | 531 | | (m) Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific or educational purposes. |
|---|
| 532 | 532 | | |
|---|
| 533 | 533 | | (n) To pay pensions and establish pension plans or pension trusts for any or all of its directors, officers and employees. |
|---|
| 534 | 534 | | |
|---|
| 535 | 535 | | (o) To cease its corporate activities and surrender its corporate franchise. |
|---|
| 536 | 536 | | |
|---|
| 537 | 537 | | (p) To impose dues, assessments, admission and transfer fees upon its members. |
|---|
| 538 | 538 | | |
|---|
| 539 | 539 | | (q) To establish conditions for admission to membership, admit members and issue memberships. |
|---|
| 540 | 540 | | |
|---|
| 541 | 541 | | (r) To carry on a business. |
|---|
| 542 | 542 | | |
|---|
| 543 | 543 | | (s) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation. |
|---|
| 544 | 544 | | |
|---|
| 545 | 545 | | SECTION 27. Section 79-11-153, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 546 | 546 | | |
|---|
| 547 | 547 | | 79-11-153. (1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may: |
|---|
| 548 | 548 | | |
|---|
| 549 | 549 | | (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and |
|---|
| 550 | 550 | | |
|---|
| 551 | 551 | | (b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so. |
|---|
| 552 | 552 | | |
|---|
| 553 | 553 | | (2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise: |
|---|
| 554 | 554 | | |
|---|
| 555 | 555 | | (a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and |
|---|
| 556 | 556 | | |
|---|
| 557 | 557 | | (b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. |
|---|
| 558 | 558 | | |
|---|
| 559 | 559 | | (3) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: |
|---|
| 560 | 560 | | |
|---|
| 561 | 561 | | (a) Binds the corporation; and |
|---|
| 562 | 562 | | |
|---|
| 563 | 563 | | (b) May not be used to impose liability on a corporate director, officer, employee or agent. |
|---|
| 564 | 564 | | |
|---|
| 565 | 565 | | (4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. |
|---|
| 566 | 566 | | |
|---|
| 567 | 567 | | SECTION 28. Section 79-11-155, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 568 | 568 | | |
|---|
| 569 | 569 | | 79-11-155. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. |
|---|
| 570 | 570 | | |
|---|
| 571 | 571 | | (2) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director or by a member or members in a derivative proceeding. |
|---|
| 572 | 572 | | |
|---|
| 573 | 573 | | (3) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver or by a trustee or other legal representative. |
|---|
| 574 | 574 | | |
|---|
| 575 | 575 | | SECTION 29. Section 79-11-157, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 576 | 576 | | |
|---|
| 577 | 577 | | 79-11-157. (1) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 79-11-149 and its articles of incorporation. |
|---|
| 578 | 578 | | |
|---|
| 579 | 579 | | (2) Except as authorized by subsections (3) and (4), a corporate name must be distinguishable upon the records of the Secretary of State from: |
|---|
| 580 | 580 | | |
|---|
| 581 | 581 | | (a) The corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state; |
|---|
| 582 | 582 | | |
|---|
| 583 | 583 | | (b) A corporate name reserved or registered under Sections 79-11-159, 79-11-161, 79-4-4.02 or 79-4-4.03; or |
|---|
| 584 | 584 | | |
|---|
| 585 | 585 | | (c) The fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable. |
|---|
| 586 | 586 | | |
|---|
| 587 | 587 | | (3) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's records from one or more of the names described in subsection (2). The Secretary of State shall authorize use of the name applied for if: |
|---|
| 588 | 588 | | |
|---|
| 589 | 589 | | (a) The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or |
|---|
| 590 | 590 | | |
|---|
| 591 | 591 | | (b) The applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state. |
|---|
| 592 | 592 | | |
|---|
| 593 | 593 | | (4) A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to do business in this state and the proposed user corporation: |
|---|
| 594 | 594 | | |
|---|
| 595 | 595 | | (a) Has merged with the other corporation; |
|---|
| 596 | 596 | | |
|---|
| 597 | 597 | | (b) Has been formed by reorganization of the other corporation; or |
|---|
| 598 | 598 | | |
|---|
| 599 | 599 | | (c) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation. |
|---|
| 600 | 600 | | |
|---|
| 601 | 601 | | (5) Section 79-11-101 et seq. do not control the use of fictitious names. |
|---|
| 602 | 602 | | |
|---|
| 603 | 603 | | SECTION 30. Section 79-11-159, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 604 | 604 | | |
|---|
| 605 | 605 | | 79-11-159. (1) A person may reserve the exclusive use of a legal corporate name that complies with Section 79-11-157, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a period of one hundred eighty (180) days. The one-hundred-eighty-day period may be renewed once by the applicant by filing a renewal application within thirty (30) days before the expiration of the initial one-hundred-eighty-day period. |
|---|
| 606 | 606 | | |
|---|
| 607 | 607 | | (2) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. |
|---|
| 608 | 608 | | |
|---|
| 609 | 609 | | SECTION 31. Section 79-11-171, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 610 | 610 | | |
|---|
| 611 | 611 | | 79-11-171. (1) A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. |
|---|
| 612 | 612 | | |
|---|
| 613 | 613 | | (2) No person shall be admitted as a member without his or her consent. |
|---|
| 614 | 614 | | |
|---|
| 615 | 615 | | SECTION 32. Section 79-11-173, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 616 | 616 | | |
|---|
| 617 | 617 | | 79-11-173. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. |
|---|
| 618 | 618 | | |
|---|
| 619 | 619 | | SECTION 33. Section 79-11-175, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 620 | 620 | | |
|---|
| 621 | 621 | | 79-11-175. A corporation is not required to have members. |
|---|
| 622 | 622 | | |
|---|
| 623 | 623 | | SECTION 34. Section 79-11-177, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 624 | 624 | | |
|---|
| 625 | 625 | | 79-11-177. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. |
|---|
| 626 | 626 | | |
|---|
| 627 | 627 | | SECTION 35. Section 79-11-179, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 628 | 628 | | |
|---|
| 629 | 629 | | 79-11-179. (1) Except as set forth or authorized by the articles or bylaws, no member of a corporation may transfer a membership or any right arising therefrom. |
|---|
| 630 | 630 | | |
|---|
| 631 | 631 | | (2) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member. |
|---|
| 632 | 632 | | |
|---|
| 633 | 633 | | SECTION 36. Section 79-11-181, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 634 | 634 | | |
|---|
| 635 | 635 | | 79-11-181. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. |
|---|
| 636 | 636 | | |
|---|
| 637 | 637 | | SECTION 37. Section 79-11-183, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 638 | 638 | | |
|---|
| 639 | 639 | | 79-11-183. A member may become liable to the corporation for dues, assessments or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability. |
|---|
| 640 | 640 | | |
|---|
| 641 | 641 | | SECTION 38. Section 79-11-185, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 642 | 642 | | |
|---|
| 643 | 643 | | 79-11-185. (1) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless. |
|---|
| 644 | 644 | | |
|---|
| 645 | 645 | | (2) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding. |
|---|
| 646 | 646 | | |
|---|
| 647 | 647 | | SECTION 39. Section 79-11-187, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 648 | 648 | | |
|---|
| 649 | 649 | | 79-11-187. (1) A member may resign at any time. |
|---|
| 650 | 650 | | |
|---|
| 651 | 651 | | (2) The resignation of a member does not relieve the member from any obligations the member may have to the corporation. |
|---|
| 652 | 652 | | |
|---|
| 653 | 653 | | SECTION 40. Section 79-11-189, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 654 | 654 | | |
|---|
| 655 | 655 | | 79-11-189. (1) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith. |
|---|
| 656 | 656 | | |
|---|
| 657 | 657 | | (2) A procedure is fair and reasonable when either: |
|---|
| 658 | 658 | | |
|---|
| 659 | 659 | | (a) The articles or bylaws set forth a procedure which provides: |
|---|
| 660 | 660 | | |
|---|
| 661 | 661 | | (i) Not less than fifteen (15) days prior written notice of the expulsion, suspension or termination and the reasons therefore; and |
|---|
| 662 | 662 | | |
|---|
| 663 | 663 | | (ii) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or |
|---|
| 664 | 664 | | |
|---|
| 665 | 665 | | (b) It is fair and reasonable taking into consideration all of the relevant facts and circumstances. |
|---|
| 666 | 666 | | |
|---|
| 667 | 667 | | (3) Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records. |
|---|
| 668 | 668 | | |
|---|
| 669 | 669 | | (4) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination. |
|---|
| 670 | 670 | | |
|---|
| 671 | 671 | | (5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees. |
|---|
| 672 | 672 | | |
|---|
| 673 | 673 | | SECTION 41. Section 79-11-191, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 674 | 674 | | |
|---|
| 675 | 675 | | 79-11-191. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of Section 79-11-293. |
|---|
| 676 | 676 | | |
|---|
| 677 | 677 | | SECTION 42. Section 79-11-193, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 678 | 678 | | |
|---|
| 679 | 679 | | 79-11-193. (1) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: |
|---|
| 680 | 680 | | |
|---|
| 681 | 681 | | (a) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or |
|---|
| 682 | 682 | | |
|---|
| 683 | 683 | | (b) Any director. |
|---|
| 684 | 684 | | |
|---|
| 685 | 685 | | (2) In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding. |
|---|
| 686 | 686 | | |
|---|
| 687 | 687 | | (3) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed. |
|---|
| 688 | 688 | | |
|---|
| 689 | 689 | | (4) On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith. |
|---|
| 690 | 690 | | |
|---|
| 691 | 691 | | (5) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise or settlement of an action or claim, the court may award the complainants reasonable expenses (including counsel fees). |
|---|
| 692 | 692 | | |
|---|
| 693 | 693 | | SECTION 43. Section 79-11-195, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 694 | 694 | | |
|---|
| 695 | 695 | | 79-11-195. (1) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. |
|---|
| 696 | 696 | | |
|---|
| 697 | 697 | | (2) The articles or bylaws may set forth provisions relating to: |
|---|
| 698 | 698 | | |
|---|
| 699 | 699 | | (a) The characteristics, qualifications, rights, limitations and obligations of delegates including their selection and removal; |
|---|
| 700 | 700 | | |
|---|
| 701 | 701 | | (b) Calling, noticing, holding and conducting meetings of delegates; and |
|---|
| 702 | 702 | | |
|---|
| 703 | 703 | | (c) Carrying on corporate activities during and between meetings of delegates. |
|---|
| 704 | 704 | | |
|---|
| 705 | 705 | | SECTION 44. Section 79-11-197, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 706 | 706 | | |
|---|
| 707 | 707 | | 79-11-197. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. |
|---|
| 708 | 708 | | |
|---|
| 709 | 709 | | (2) Annual membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. |
|---|
| 710 | 710 | | |
|---|
| 711 | 711 | | (3) At the annual meeting: |
|---|
| 712 | 712 | | |
|---|
| 713 | 713 | | (a) The president and chief financial officer shall report on the activities and financial condition of the corporation; and |
|---|
| 714 | 714 | | |
|---|
| 715 | 715 | | (b) The members shall consider and act upon such other matters as may be raised consistent with the requirements of Sections 79-11-205 and 79-11-219. |
|---|
| 716 | 716 | | |
|---|
| 717 | 717 | | (4) The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. |
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| 718 | 718 | | |
|---|
| 719 | 719 | | (5) The articles of incorporation or bylaws may provide that an annual or regular meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. |
|---|
| 720 | 720 | | |
|---|
| 721 | 721 | | SECTION 45. Section 79-11-199, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 722 | 722 | | |
|---|
| 723 | 723 | | 79-11-199. (1) A corporation with members shall hold a special meeting of members: |
|---|
| 724 | 724 | | |
|---|
| 725 | 725 | | (a) On call of its board or the person or persons authorized to do so by the articles or bylaws; or |
|---|
| 726 | 726 | | |
|---|
| 727 | 727 | | (b) If the holders of at least five percent (5%) of the voting power sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. |
|---|
| 728 | 728 | | |
|---|
| 729 | 729 | | (2) The close of business on the thirtieth day before delivery of the demand for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent (5%) requirement of subsection (1) of this section has been met. |
|---|
| 730 | 730 | | |
|---|
| 731 | 731 | | (3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given pursuant to Section 79-11-205 within thirty (30) days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (4) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Section 79-11-205. |
|---|
| 732 | 732 | | |
|---|
| 733 | 733 | | (4) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. |
|---|
| 734 | 734 | | |
|---|
| 735 | 735 | | (5) Only those matters that are within the purpose or purposes described in the meeting notice required by Section 79-11-205 may be conducted at a special meeting of members. |
|---|
| 736 | 736 | | |
|---|
| 737 | 737 | | (6) The articles of incorporation or bylaws may provide that a special meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. |
|---|
| 738 | 738 | | |
|---|
| 739 | 739 | | SECTION 46. Section 79-11-201, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 740 | 740 | | |
|---|
| 741 | 741 | | 79-11-201. (1) The chancery court of the county where a corporation's principal office is or will be located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may summarily order a meeting to be held: |
|---|
| 742 | 742 | | |
|---|
| 743 | 743 | | (a) On application of any member or other person entitled to participate in the annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or |
|---|
| 744 | 744 | | |
|---|
| 745 | 745 | | (b) On application of a member who signed a demand for a special meeting valid under Section 79-11-199, or a person or persons entitled to call a special meeting, if: |
|---|
| 746 | 746 | | |
|---|
| 747 | 747 | | (i) Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; or |
|---|
| 748 | 748 | | |
|---|
| 749 | 749 | | (ii) The special meeting was not held in accordance with the notice. |
|---|
| 750 | 750 | | |
|---|
| 751 | 751 | | (2) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. |
|---|
| 752 | 752 | | |
|---|
| 753 | 753 | | (3) If the court orders a meeting, it may also order the corporation to pay the member's cost (including reasonable counsel fees) incurred to obtain the order. |
|---|
| 754 | 754 | | |
|---|
| 755 | 755 | | SECTION 47. Section 79-11-203, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 756 | 756 | | |
|---|
| 757 | 757 | | 79-11-203. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by Section 79-11-101 et seq. to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more consents in the form of a record bearing the date of signature and describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. |
|---|
| 758 | 758 | | |
|---|
| 759 | 759 | | (2) If not otherwise determined under Section 79-11-201 or 79-11-209, the record date for determining members entitled to take action without a meeting is the date the first member signed the consent under subsection (1) of this section. |
|---|
| 760 | 760 | | |
|---|
| 761 | 761 | | (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. |
|---|
| 762 | 762 | | |
|---|
| 763 | 763 | | (4) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given. |
|---|
| 764 | 764 | | |
|---|
| 765 | 765 | | SECTION 48. Section 79-11-205, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 766 | 766 | | |
|---|
| 767 | 767 | | 79-11-205. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. |
|---|
| 768 | 768 | | |
|---|
| 769 | 769 | | (2) Any notice which conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. |
|---|
| 770 | 770 | | |
|---|
| 771 | 771 | | (3) Notice is fair and reasonable if: |
|---|
| 772 | 772 | | |
|---|
| 773 | 773 | | (a) The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first-class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date; |
|---|
| 774 | 774 | | |
|---|
| 775 | 775 | | (b) Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under Sections 79-11-269, 79-11-281, 79-11-301, 79-11-315, 79-11-323, 79-11-331, 79-11-333 or 79-11-335; and |
|---|
| 776 | 776 | | |
|---|
| 777 | 777 | | (c) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. |
|---|
| 778 | 778 | | |
|---|
| 779 | 779 | | (4) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 79-11-209, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. |
|---|
| 780 | 780 | | |
|---|
| 781 | 781 | | (5) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: |
|---|
| 782 | 782 | | |
|---|
| 783 | 783 | | (a) requested in writing to do so by a person entitled to call a special meeting; and |
|---|
| 784 | 784 | | |
|---|
| 785 | 785 | | (b) the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting. |
|---|
| 786 | 786 | | |
|---|
| 787 | 787 | | SECTION 49. Section 79-11-207, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 788 | 788 | | |
|---|
| 789 | 789 | | 79-11-207. (1) A member may waive any notice required by Section 79-11-101 et seq., the articles or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. |
|---|
| 790 | 790 | | |
|---|
| 791 | 791 | | (2) A member's attendance at a meeting: |
|---|
| 792 | 792 | | |
|---|
| 793 | 793 | | (a) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; |
|---|
| 794 | 794 | | |
|---|
| 795 | 795 | | (b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. |
|---|
| 796 | 796 | | |
|---|
| 797 | 797 | | SECTION 50. Section 79-11-209, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 798 | 798 | | |
|---|
| 799 | 799 | | 79-11-209. (1) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting. |
|---|
| 800 | 800 | | |
|---|
| 801 | 801 | | (2) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. |
|---|
| 802 | 802 | | |
|---|
| 803 | 803 | | (3) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights. |
|---|
| 804 | 804 | | |
|---|
| 805 | 805 | | (4) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs. |
|---|
| 806 | 806 | | |
|---|
| 807 | 807 | | (5) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting. |
|---|
| 808 | 808 | | |
|---|
| 809 | 809 | | (6) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice of voting. |
|---|
| 810 | 810 | | |
|---|
| 811 | 811 | | SECTION 51. Section 79-11-211, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 812 | 812 | | |
|---|
| 813 | 813 | | 79-11-211. (1) Except as provided in subsection (5) of this section and unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. |
|---|
| 814 | 814 | | |
|---|
| 815 | 815 | | (2) A ballot shall: |
|---|
| 816 | 816 | | |
|---|
| 817 | 817 | | (a) Be in the form of a record; |
|---|
| 818 | 818 | | |
|---|
| 819 | 819 | | (b) Set forth each proposed action; and |
|---|
| 820 | 820 | | |
|---|
| 821 | 821 | | (c) Provide an opportunity to vote for or against each proposed action. |
|---|
| 822 | 822 | | |
|---|
| 823 | 823 | | (3) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. |
|---|
| 824 | 824 | | |
|---|
| 825 | 825 | | (4) All solicitations for votes by written ballot shall: |
|---|
| 826 | 826 | | |
|---|
| 827 | 827 | | (a) Indicate the number of responses needed to meet the quorum requirements; |
|---|
| 828 | 828 | | |
|---|
| 829 | 829 | | (b) State the percentage of approvals necessary to approve each matter other than election of directors; and |
|---|
| 830 | 830 | | |
|---|
| 831 | 831 | | (c) Specify the time by which a ballot must be received by the corporation in order to be counted. |
|---|
| 832 | 832 | | |
|---|
| 833 | 833 | | (5) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked. |
|---|
| 834 | 834 | | |
|---|
| 835 | 835 | | SECTION 52. Section 79-11-213, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 836 | 836 | | |
|---|
| 837 | 837 | | 79-11-213. (1) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members. |
|---|
| 838 | 838 | | |
|---|
| 839 | 839 | | (2) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of Sections 79-11-285(c) and 79-11-291, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection. |
|---|
| 840 | 840 | | |
|---|
| 841 | 841 | | (3) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. |
|---|
| 842 | 842 | | |
|---|
| 843 | 843 | | (4) If the corporation refuses to allow a member, a member's agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (2) of this section); the chancery court of the county where a corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order. |
|---|
| 844 | 844 | | |
|---|
| 845 | 845 | | (5) Unless a written demand to inspect and copy a membership list has been made under subsection (2) of this section prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting. |
|---|
| 846 | 846 | | |
|---|
| 847 | 847 | | SECTION 53. Section 79-11-215, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 848 | 848 | | |
|---|
| 849 | 849 | | 79-11-215. (1) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members. |
|---|
| 850 | 850 | | |
|---|
| 851 | 851 | | (2) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect: |
|---|
| 852 | 852 | | |
|---|
| 853 | 853 | | (a) If only one (1) votes, such act binds all; and |
|---|
| 854 | 854 | | |
|---|
| 855 | 855 | | (b) If more than one (1) votes, the vote shall be divided on a pro rata basis. |
|---|
| 856 | 856 | | |
|---|
| 857 | 857 | | SECTION 54. Section 79-11-217, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 858 | 858 | | |
|---|
| 859 | 859 | | 79-11-217. (1) Unless Section 79-11-101 et seq., the articles, or the bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. |
|---|
| 860 | 860 | | |
|---|
| 861 | 861 | | (2) A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board. |
|---|
| 862 | 862 | | |
|---|
| 863 | 863 | | (3) A bylaw amendment to increase the quorum required for any member action must be approved by the members. |
|---|
| 864 | 864 | | |
|---|
| 865 | 865 | | (4) Unless one-third (â…“) or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice. |
|---|
| 866 | 866 | | |
|---|
| 867 | 867 | | SECTION 55. Section 79-11-219, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 868 | 868 | | |
|---|
| 869 | 869 | | 79-11-219. (1) Unless Section 79-11-101 et seq., the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members. |
|---|
| 870 | 870 | | |
|---|
| 871 | 871 | | (2) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members. |
|---|
| 872 | 872 | | |
|---|
| 873 | 873 | | SECTION 56. Section 79-11-221, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 874 | 874 | | |
|---|
| 875 | 875 | | 79-11-221. (1) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact in the form of a record. |
|---|
| 876 | 876 | | |
|---|
| 877 | 877 | | (2) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form; provided, however, that no proxy shall be valid for more than three (3) years from its date of execution. |
|---|
| 878 | 878 | | |
|---|
| 879 | 879 | | (3) An appointment of a proxy is revocable by the member. |
|---|
| 880 | 880 | | |
|---|
| 881 | 881 | | (4) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. |
|---|
| 882 | 882 | | |
|---|
| 883 | 883 | | (5) Appointment of a proxy is revoked by the person appointing the proxy: |
|---|
| 884 | 884 | | |
|---|
| 885 | 885 | | (a) Attending any meeting and voting in person; or |
|---|
| 886 | 886 | | |
|---|
| 887 | 887 | | (b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing in the form of a record stating that the appointment of the proxy is revoked or a subsequent appointment form. |
|---|
| 888 | 888 | | |
|---|
| 889 | 889 | | (6) Subject to Section 79-11-227 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. |
|---|
| 890 | 890 | | |
|---|
| 891 | 891 | | SECTION 57. Section 79-11-223, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 892 | 892 | | |
|---|
| 893 | 893 | | 79-11-223. (1) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two (2) or more candidates. |
|---|
| 894 | 894 | | |
|---|
| 895 | 895 | | (2) Cumulative voting is not authorized at a particular meeting unless: |
|---|
| 896 | 896 | | |
|---|
| 897 | 897 | | (a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or |
|---|
| 898 | 898 | | |
|---|
| 899 | 899 | | (b) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice. |
|---|
| 900 | 900 | | |
|---|
| 901 | 901 | | (3) A director elected by cumulative voting may be removed by the members without cause if the requirements of Section 79-11-245 are met and the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected. |
|---|
| 902 | 902 | | |
|---|
| 903 | 903 | | (4) Members may not cumulatively vote if the directors and members are identical. |
|---|
| 904 | 904 | | |
|---|
| 905 | 905 | | SECTION 58. Section 79-11-225, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 906 | 906 | | |
|---|
| 907 | 907 | | 79-11-225. A corporation may provide in its articles or bylaws for election of directors by members or delegates: (a) on the basis of chapter or other organization unit; (b) by region or other geographic unit; (c) by preferential voting; or (d) by any other reasonable method. |
|---|
| 908 | 908 | | |
|---|
| 909 | 909 | | SECTION 59. Section 79-11-227, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 910 | 910 | | |
|---|
| 911 | 911 | | 79-11-227. (1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member. |
|---|
| 912 | 912 | | |
|---|
| 913 | 913 | | (2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if: |
|---|
| 914 | 914 | | |
|---|
| 915 | 915 | | (a) The member is an entity and the name signed purports to be that of an officer or agent of the entity; |
|---|
| 916 | 916 | | |
|---|
| 917 | 917 | | (b) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; |
|---|
| 918 | 918 | | |
|---|
| 919 | 919 | | (c) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; |
|---|
| 920 | 920 | | |
|---|
| 921 | 921 | | (d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment; or |
|---|
| 922 | 922 | | |
|---|
| 923 | 923 | | (e) Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-holders and the person signing appears to be acting on behalf of all the co-holders. |
|---|
| 924 | 924 | | |
|---|
| 925 | 925 | | (3) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. |
|---|
| 926 | 926 | | |
|---|
| 927 | 927 | | (4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. |
|---|
| 928 | 928 | | |
|---|
| 929 | 929 | | (5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. |
|---|
| 930 | 930 | | |
|---|
| 931 | 931 | | SECTION 60. Section 79-11-229, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 932 | 932 | | |
|---|
| 933 | 933 | | 79-11-229. (1) Two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten (10) years. |
|---|
| 934 | 934 | | |
|---|
| 935 | 935 | | (2) A voting agreement created under this section is specifically enforceable. |
|---|
| 936 | 936 | | |
|---|
| 937 | 937 | | SECTION 61. Section 79-11-231, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 938 | 938 | | |
|---|
| 939 | 939 | | 79-11-231. (1) Each corporation must have a board of directors. |
|---|
| 940 | 940 | | |
|---|
| 941 | 941 | | (2) Except as provided in Section 79-11-101 et seq. or subsection (3) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board. |
|---|
| 942 | 942 | | |
|---|
| 943 | 943 | | (3) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. |
|---|
| 944 | 944 | | |
|---|
| 945 | 945 | | SECTION 62. Section 79-11-233, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 946 | 946 | | |
|---|
| 947 | 947 | | 79-11-233. All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors. |
|---|
| 948 | 948 | | |
|---|
| 949 | 949 | | SECTION 63. Section 79-11-235, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 950 | 950 | | |
|---|
| 951 | 951 | | 79-11-235. (1) (a) Except as provided in paragraph (b) of this subsection, the number of directors shall be specified in or fixed in accordance with the articles or bylaws. |
|---|
| 952 | 952 | | |
|---|
| 953 | 953 | | (b) If the corporation: (i) is a charitable organization as defined in Section 79-11-501; (ii) which solicits contributions or intends to solicit contributions in the state by any means whatsoever; and (iii) is incorporated on or after January 1, 2012, the board must consist of not less than three (3) directors, with the number of directors specified in or fixed in accordance with the articles or bylaws. |
|---|
| 954 | 954 | | |
|---|
| 955 | 955 | | (2) The number of directors may be increased or decreased in conformance with law from time to time by amendment to or in the manner prescribed in the articles or bylaws. |
|---|
| 956 | 956 | | |
|---|
| 957 | 957 | | SECTION 64. Section 79-11-237, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 958 | 958 | | |
|---|
| 959 | 959 | | 79-11-237. (1) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election or provide that some of the directors are appointed by some other person or designated. |
|---|
| 960 | 960 | | |
|---|
| 961 | 961 | | (2) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board. |
|---|
| 962 | 962 | | |
|---|
| 963 | 963 | | SECTION 65. Section 79-11-239, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 964 | 964 | | |
|---|
| 965 | 965 | | 79-11-239. (1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms. |
|---|
| 966 | 966 | | |
|---|
| 967 | 967 | | (2) A decrease in the number of directors or term of office does not shorten an incumbent director's term. |
|---|
| 968 | 968 | | |
|---|
| 969 | 969 | | (3) Except as provided in the articles or bylaws: |
|---|
| 970 | 970 | | |
|---|
| 971 | 971 | | (a) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and |
|---|
| 972 | 972 | | |
|---|
| 973 | 973 | | (b) The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling. |
|---|
| 974 | 974 | | |
|---|
| 975 | 975 | | (4) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. |
|---|
| 976 | 976 | | |
|---|
| 977 | 977 | | SECTION 66. Section 79-11-241, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 978 | 978 | | |
|---|
| 979 | 979 | | 79-11-241. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. |
|---|
| 980 | 980 | | |
|---|
| 981 | 981 | | SECTION 67. Section 79-11-243, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 982 | 982 | | |
|---|
| 983 | 983 | | 79-11-243. (1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary. |
|---|
| 984 | 984 | | |
|---|
| 985 | 985 | | (2) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. |
|---|
| 986 | 986 | | |
|---|
| 987 | 987 | | SECTION 68. Section 79-11-245, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 988 | 988 | | |
|---|
| 989 | 989 | | 79-11-245. (1) The members may remove one or more directors elected by them without cause. |
|---|
| 990 | 990 | | |
|---|
| 991 | 991 | | (2) If a director is elected by a class, chapter or other organization unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping. |
|---|
| 992 | 992 | | |
|---|
| 993 | 993 | | (3) Except as provided in subsection (9) of this section, a director may be removed under subsection (1) or (2) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. |
|---|
| 994 | 994 | | |
|---|
| 995 | 995 | | (4) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal. |
|---|
| 996 | 996 | | |
|---|
| 997 | 997 | | (5) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. |
|---|
| 998 | 998 | | |
|---|
| 999 | 999 | | (6) In computing whether a director is protected from removal under subsections (2) through (4) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. |
|---|
| 1000 | 1000 | | |
|---|
| 1001 | 1001 | | (7) An entire board of directors may be removed under subsections (1) through (5) of this section. |
|---|
| 1002 | 1002 | | |
|---|
| 1003 | 1003 | | (8) The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of a two-thirds (â…”) of the directors then in office or such greater number as is set forth in the articles or bylaws. |
|---|
| 1004 | 1004 | | |
|---|
| 1005 | 1005 | | (9) If at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. |
|---|
| 1006 | 1006 | | |
|---|
| 1007 | 1007 | | SECTION 69. Section 79-11-247, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1008 | 1008 | | |
|---|
| 1009 | 1009 | | 79-11-247. (1) A designated director may be removed by an amendment to the article or bylaws deleting or changing the designation. |
|---|
| 1010 | 1010 | | |
|---|
| 1011 | 1011 | | (2) Appointed directors: |
|---|
| 1012 | 1012 | | |
|---|
| 1013 | 1013 | | (a) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director; |
|---|
| 1014 | 1014 | | |
|---|
| 1015 | 1015 | | (b) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; |
|---|
| 1016 | 1016 | | |
|---|
| 1017 | 1017 | | (c) A removal is effective when the notice is effective unless the notice specifies a future effective date. |
|---|
| 1018 | 1018 | | |
|---|
| 1019 | 1019 | | SECTION 70. Section 79-11-249, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1020 | 1020 | | |
|---|
| 1021 | 1021 | | 79-11-249. (1) The chancery court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power of any class if the court finds that: |
|---|
| 1022 | 1022 | | |
|---|
| 1023 | 1023 | | (a) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 79-11-267 and 79-11-269, and |
|---|
| 1024 | 1024 | | |
|---|
| 1025 | 1025 | | (b) removal is in the best interest of the corporation. |
|---|
| 1026 | 1026 | | |
|---|
| 1027 | 1027 | | (2) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. |
|---|
| 1028 | 1028 | | |
|---|
| 1029 | 1029 | | (3) If members commence a proceeding under subsection (1) of this section, the corporation shall be made a party defendant. |
|---|
| 1030 | 1030 | | |
|---|
| 1031 | 1031 | | SECTION 71. Section 79-11-251, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1032 | 1032 | | |
|---|
| 1033 | 1033 | | 79-11-251. (1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: |
|---|
| 1034 | 1034 | | |
|---|
| 1035 | 1035 | | (a) The members, if any, may fill the vacancy; provided that if the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members; |
|---|
| 1036 | 1036 | | |
|---|
| 1037 | 1037 | | (b) The board of directors may fill the vacancy; or |
|---|
| 1038 | 1038 | | |
|---|
| 1039 | 1039 | | (c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. |
|---|
| 1040 | 1040 | | |
|---|
| 1041 | 1041 | | (2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. |
|---|
| 1042 | 1042 | | |
|---|
| 1043 | 1043 | | (3) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board. |
|---|
| 1044 | 1044 | | |
|---|
| 1045 | 1045 | | (4) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 79-11-243(2) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. |
|---|
| 1046 | 1046 | | |
|---|
| 1047 | 1047 | | SECTION 72. Section 79-11-253, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1048 | 1048 | | |
|---|
| 1049 | 1049 | | 79-11-253. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. |
|---|
| 1050 | 1050 | | |
|---|
| 1051 | 1051 | | SECTION 73. Section 79-11-255, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1052 | 1052 | | |
|---|
| 1053 | 1053 | | 79-11-255. (1) The board of directors may hold regular or special meetings in or out of this state. |
|---|
| 1054 | 1054 | | |
|---|
| 1055 | 1055 | | (2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. |
|---|
| 1056 | 1056 | | |
|---|
| 1057 | 1057 | | SECTION 74. Section 79-11-257, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1058 | 1058 | | |
|---|
| 1059 | 1059 | | 79-11-257. (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by Section 79-11-101 et seq. to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. |
|---|
| 1060 | 1060 | | |
|---|
| 1061 | 1061 | | (2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. |
|---|
| 1062 | 1062 | | |
|---|
| 1063 | 1063 | | (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. |
|---|
| 1064 | 1064 | | |
|---|
| 1065 | 1065 | | SECTION 75. Section 79-11-259, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1066 | 1066 | | |
|---|
| 1067 | 1067 | | 79-11-259. (1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. |
|---|
| 1068 | 1068 | | |
|---|
| 1069 | 1069 | | (2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. |
|---|
| 1070 | 1070 | | |
|---|
| 1071 | 1071 | | SECTION 76. Section 79-11-261, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1072 | 1072 | | |
|---|
| 1073 | 1073 | | 79-11-261. (1) A director may waive any notice required by Section 79-11-101 et seq., the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (2) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. |
|---|
| 1074 | 1074 | | |
|---|
| 1075 | 1075 | | (2) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. |
|---|
| 1076 | 1076 | | |
|---|
| 1077 | 1077 | | SECTION 77. Section 79-11-263, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1078 | 1078 | | |
|---|
| 1079 | 1079 | | 79-11-263. (1) Except as otherwise provided in Section 79-11-101 et seq., the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. |
|---|
| 1080 | 1080 | | |
|---|
| 1081 | 1081 | | (2) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless Section 79-11-101 et seq., the articles or bylaws, require the vote of a greater number of directors. |
|---|
| 1082 | 1082 | | |
|---|
| 1083 | 1083 | | (3) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. |
|---|
| 1084 | 1084 | | |
|---|
| 1085 | 1085 | | SECTION 78. Section 79-11-265, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1086 | 1086 | | |
|---|
| 1087 | 1087 | | 79-11-265. (1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors who serve at the pleasure of the board. |
|---|
| 1088 | 1088 | | |
|---|
| 1089 | 1089 | | (2) The creation of a committee and appointment of directors to it must be approved by the greater of: |
|---|
| 1090 | 1090 | | |
|---|
| 1091 | 1091 | | (a) A majority of all the directors in office when the action is taken; or |
|---|
| 1092 | 1092 | | |
|---|
| 1093 | 1093 | | (b) The number of directors required by the articles or bylaws to take action under Section 79-11-263. |
|---|
| 1094 | 1094 | | |
|---|
| 1095 | 1095 | | (3) Sections 79-11-255 through 79-11-263, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well. |
|---|
| 1096 | 1096 | | |
|---|
| 1097 | 1097 | | (4) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under Section 79-11-231. |
|---|
| 1098 | 1098 | | |
|---|
| 1099 | 1099 | | (5) A committee of the board may not, however: |
|---|
| 1100 | 1100 | | |
|---|
| 1101 | 1101 | | (a) Authorize distributions; |
|---|
| 1102 | 1102 | | |
|---|
| 1103 | 1103 | | (b) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets; |
|---|
| 1104 | 1104 | | |
|---|
| 1105 | 1105 | | (c) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or |
|---|
| 1106 | 1106 | | |
|---|
| 1107 | 1107 | | (d) Adopt, amend or repeal the articles or bylaws. |
|---|
| 1108 | 1108 | | |
|---|
| 1109 | 1109 | | (6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 79-11-267. |
|---|
| 1110 | 1110 | | |
|---|
| 1111 | 1111 | | SECTION 79. Section 79-11-267, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1112 | 1112 | | |
|---|
| 1113 | 1113 | | 79-11-267. (1) A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith belief that he is acting in the best interests of the corporation. |
|---|
| 1114 | 1114 | | |
|---|
| 1115 | 1115 | | (2) Unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: |
|---|
| 1116 | 1116 | | |
|---|
| 1117 | 1117 | | (a) One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented; |
|---|
| 1118 | 1118 | | |
|---|
| 1119 | 1119 | | (b) Legal counsel, public accountants or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or |
|---|
| 1120 | 1120 | | |
|---|
| 1121 | 1121 | | (c) A committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence. |
|---|
| 1122 | 1122 | | |
|---|
| 1123 | 1123 | | (3) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section. |
|---|
| 1124 | 1124 | | |
|---|
| 1125 | 1125 | | (4) A person alleging a violation of this section has the burden of proving the violation. |
|---|
| 1126 | 1126 | | |
|---|
| 1127 | 1127 | | (5) Notwithstanding any other provision of this section, a director of a corporation that is a charitable organization as defined in Section 79-11-501 shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for: |
|---|
| 1128 | 1128 | | |
|---|
| 1129 | 1129 | | (a) The amount of a financial benefit received by the director to which the director is not entitled; |
|---|
| 1130 | 1130 | | |
|---|
| 1131 | 1131 | | (b) An intentional infliction of harm; |
|---|
| 1132 | 1132 | | |
|---|
| 1133 | 1133 | | (c) A violation of Section 79-11-270; or |
|---|
| 1134 | 1134 | | |
|---|
| 1135 | 1135 | | (d) An intentional violation of criminal law. |
|---|
| 1136 | 1136 | | |
|---|
| 1137 | 1137 | | SECTION 80. Section 79-11-269, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1138 | 1138 | | |
|---|
| 1139 | 1139 | | 79-11-269. (1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one (1) of the following is true: |
|---|
| 1140 | 1140 | | |
|---|
| 1141 | 1141 | | (a) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved or ratified the transaction; |
|---|
| 1142 | 1142 | | |
|---|
| 1143 | 1143 | | (b) The material facts of the transaction and the director's interest were disclosed or known to the members entitled to vote and they authorized, approved or ratified the transaction; or |
|---|
| 1144 | 1144 | | |
|---|
| 1145 | 1145 | | (c) The transaction was fair to the corporation. |
|---|
| 1146 | 1146 | | |
|---|
| 1147 | 1147 | | (2) For purposes of this section, a director of the corporation has an indirect interest in a transaction if (a) another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction, or (b) another entity of which he is a director, officer or trustee is a party to the transaction and the transaction is or should be considered by the board of directors of the corporation. |
|---|
| 1148 | 1148 | | |
|---|
| 1149 | 1149 | | (3) For purposes of subsection (1)(a) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the directors on the board of directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (1)(a) of this section if the transaction is otherwise authorized, approved or ratified as provided in that subsection. |
|---|
| 1150 | 1150 | | |
|---|
| 1151 | 1151 | | (4) For purposes of subsection (1)(b) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the vote of a majority of the members whose votes are entitled to be counted under this subsection. The vote of a member who is a director who has a direct or indirect interest in the transaction, and the vote of a member who is under the control of an entity described in subsection (2)(a) of this section, may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subsection (1)(b) of this section. The vote of those members, however, shall be counted in determining whether the transaction is approved under other sections of Section 79-11-101 et seq. A majority of the members, whether or not present, whose votes are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section. |
|---|
| 1152 | 1152 | | |
|---|
| 1153 | 1153 | | SECTION 81. Section 79-11-270, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1154 | 1154 | | |
|---|
| 1155 | 1155 | | 79-11-270. (1) A director who votes for or assents to a distribution made in violation of Section 79-11-101 et seq. is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 79-11-101 et seq., if it is established that he did not perform his duties in compliance with Section 79-11-267. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director. |
|---|
| 1156 | 1156 | | |
|---|
| 1157 | 1157 | | (2) A director held liable under subsection (1) for an unlawful distribution is entitled to contribution: |
|---|
| 1158 | 1158 | | |
|---|
| 1159 | 1159 | | (a) From every other director who could be held liable under subsection (1) for the unlawful distribution; and |
|---|
| 1160 | 1160 | | |
|---|
| 1161 | 1161 | | (b) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of Section 79-11-101 et seq. |
|---|
| 1162 | 1162 | | |
|---|
| 1163 | 1163 | | SECTION 82. Section 79-11-271, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1164 | 1164 | | |
|---|
| 1165 | 1165 | | 79-11-271. (1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. |
|---|
| 1166 | 1166 | | |
|---|
| 1167 | 1167 | | (2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. |
|---|
| 1168 | 1168 | | |
|---|
| 1169 | 1169 | | (3) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation. |
|---|
| 1170 | 1170 | | |
|---|
| 1171 | 1171 | | (4) The same individual may simultaneously hold more than one (1) office in a corporation. |
|---|
| 1172 | 1172 | | |
|---|
| 1173 | 1173 | | SECTION 83. Section 79-11-273, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1174 | 1174 | | |
|---|
| 1175 | 1175 | | 79-11-273. 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. |
|---|
| 1176 | 1176 | | |
|---|
| 1177 | 1177 | | SECTION 84. Section 79-11-275, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1178 | 1178 | | |
|---|
| 1179 | 1179 | | 79-11-275. (1) An officer with discretionary authority shall discharge his duties under that authority, in accordance with his good faith belief that he is acting in the best interests of the corporation. |
|---|
| 1180 | 1180 | | |
|---|
| 1181 | 1181 | | (2) Unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: |
|---|
| 1182 | 1182 | | |
|---|
| 1183 | 1183 | | (a) One or more officers or employees of the corporation whom the officer believes, in good faith, to be reliable and competent in the matters presented; or |
|---|
| 1184 | 1184 | | |
|---|
| 1185 | 1185 | | (b) Legal counsel, public accountants or other persons as to matters the officer believes, in good faith, are within the person's professional or expert competence. |
|---|
| 1186 | 1186 | | |
|---|
| 1187 | 1187 | | (3) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section. |
|---|
| 1188 | 1188 | | |
|---|
| 1189 | 1189 | | (4) A person alleging a violation of this section has the burden of proving the violation. |
|---|
| 1190 | 1190 | | |
|---|
| 1191 | 1191 | | SECTION 85. Section 79-11-277, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1192 | 1192 | | |
|---|
| 1193 | 1193 | | 79-11-277. (1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. |
|---|
| 1194 | 1194 | | |
|---|
| 1195 | 1195 | | (2) A board of directors may remove any officer at any time with or without cause. |
|---|
| 1196 | 1196 | | |
|---|
| 1197 | 1197 | | SECTION 86. Section 79-11-279, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1198 | 1198 | | |
|---|
| 1199 | 1199 | | 79-11-279. (1) The appointment of an officer does not itself create contract rights between the officer and the corporation. |
|---|
| 1200 | 1200 | | |
|---|
| 1201 | 1201 | | (2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. |
|---|
| 1202 | 1202 | | |
|---|
| 1203 | 1203 | | SECTION 87. Section 79-11-281, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1204 | 1204 | | |
|---|
| 1205 | 1205 | | 79-11-281. (1) In this section: |
|---|
| 1206 | 1206 | | |
|---|
| 1207 | 1207 | | (a) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director. |
|---|
| 1208 | 1208 | | |
|---|
| 1209 | 1209 | | (b) "Expenses" includes counsel fees. |
|---|
| 1210 | 1210 | | |
|---|
| 1211 | 1211 | | (c) "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. |
|---|
| 1212 | 1212 | | |
|---|
| 1213 | 1213 | | (d) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; or (ii) when used with respect to an individual other than a director, as contemplated in subsection (8) of this section, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise. |
|---|
| 1214 | 1214 | | |
|---|
| 1215 | 1215 | | (e) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. |
|---|
| 1216 | 1216 | | |
|---|
| 1217 | 1217 | | (f) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. |
|---|
| 1218 | 1218 | | |
|---|
| 1219 | 1219 | | (2) Except as provided in subsection (3) of this section, a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: |
|---|
| 1220 | 1220 | | |
|---|
| 1221 | 1221 | | (a) He conducted himself in good faith; and |
|---|
| 1222 | 1222 | | |
|---|
| 1223 | 1223 | | (b) He in good faith believed: |
|---|
| 1224 | 1224 | | |
|---|
| 1225 | 1225 | | (i) In the case of conduct in his official capacity with the corporation that his conduct was in its best interests; and |
|---|
| 1226 | 1226 | | |
|---|
| 1227 | 1227 | | (ii) In all other cases, that his conduct was at least not opposed to its best interests; and |
|---|
| 1228 | 1228 | | |
|---|
| 1229 | 1229 | | (c) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. |
|---|
| 1230 | 1230 | | |
|---|
| 1231 | 1231 | | A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (2)(b)(ii) of this section. |
|---|
| 1232 | 1232 | | |
|---|
| 1233 | 1233 | | The termination of a proceeding by judgment, order, settlement or conviction is not, of itself, determinative that the director did not meet the standard of conduct described in this section. |
|---|
| 1234 | 1234 | | |
|---|
| 1235 | 1235 | | (3) A corporation may not indemnify a director under this section: |
|---|
| 1236 | 1236 | | |
|---|
| 1237 | 1237 | | (a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or |
|---|
| 1238 | 1238 | | |
|---|
| 1239 | 1239 | | (b) In connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. |
|---|
| 1240 | 1240 | | |
|---|
| 1241 | 1241 | | Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. |
|---|
| 1242 | 1242 | | |
|---|
| 1243 | 1243 | | (4) Unless limited by its articles of incorporation, a corporation shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. |
|---|
| 1244 | 1244 | | |
|---|
| 1245 | 1245 | | (5) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: |
|---|
| 1246 | 1246 | | |
|---|
| 1247 | 1247 | | (a) The director furnishes the corporation a written statement of his good faith belief that he has met the standard of conduct described in subsection (2) of this section; |
|---|
| 1248 | 1248 | | |
|---|
| 1249 | 1249 | | (b) The director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and |
|---|
| 1250 | 1250 | | |
|---|
| 1251 | 1251 | | (c) A determination is made that the facts then known to those making the determination would not preclude indemnification under Section 79-11-101 et seq. |
|---|
| 1252 | 1252 | | |
|---|
| 1253 | 1253 | | The undertaking required by subsection (5)(b) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. |
|---|
| 1254 | 1254 | | |
|---|
| 1255 | 1255 | | Determinations and authorizations of payment under this section shall be made in the manner specified in subsection (7) of this section. |
|---|
| 1256 | 1256 | | |
|---|
| 1257 | 1257 | | (6) Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or seek indemnification in another court of competent jurisdiction. The court may order indemnification if it determines: |
|---|
| 1258 | 1258 | | |
|---|
| 1259 | 1259 | | (a) The director is entitled to mandatory indemnification under subsection (4) of this section, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or |
|---|
| 1260 | 1260 | | |
|---|
| 1261 | 1261 | | (b) With respect to a proceeding by or in the right of the corporation, the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, even though he was adjudged liable, but any indemnification shall be limited to reasonable expenses incurred. |
|---|
| 1262 | 1262 | | |
|---|
| 1263 | 1263 | | (7) A corporation may not indemnify a director under subsection (2) of this section unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in subsection (2) of this section. |
|---|
| 1264 | 1264 | | |
|---|
| 1265 | 1265 | | (a) The determination shall be made: |
|---|
| 1266 | 1266 | | |
|---|
| 1267 | 1267 | | (i) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; |
|---|
| 1268 | 1268 | | |
|---|
| 1269 | 1269 | | (ii) If a quorum cannot be obtained under subparagraph (i) of this paragraph, by a majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding; |
|---|
| 1270 | 1270 | | |
|---|
| 1271 | 1271 | | (iii) By special legal counsel: |
|---|
| 1272 | 1272 | | |
|---|
| 1273 | 1273 | | 1. Selected by the board of directors or its committee in the manner prescribed in subparagraph (i) or (ii) of this paragraph; or |
|---|
| 1274 | 1274 | | |
|---|
| 1275 | 1275 | | 2. If a quorum of the board of directors cannot be obtained under subparagraph (i) of this paragraph and a committee cannot be designated under subparagraph (ii) of this paragraph selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or |
|---|
| 1276 | 1276 | | |
|---|
| 1277 | 1277 | | (iv) By the members but with the parties to the proceeding not being permitted to vote on the determination. |
|---|
| 1278 | 1278 | | |
|---|
| 1279 | 1279 | | (b) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (7)(a)(iii) of this section to select counsel. |
|---|
| 1280 | 1280 | | |
|---|
| 1281 | 1281 | | (8) Unless limited by a corporation's articles of incorporation: |
|---|
| 1282 | 1282 | | |
|---|
| 1283 | 1283 | | (a) An officer of the corporation is entitled to mandatory indemnification under subsection (2) of this section and is entitled to apply for court-ordered indemnification under subsection (6) of this section, in each case to the same extent as a director; |
|---|
| 1284 | 1284 | | |
|---|
| 1285 | 1285 | | (b) The corporation may indemnify and advance expenses under Section 79-11-101 et seq. to an officer, employee or agent of the corporation to the same extent as to a director. |
|---|
| 1286 | 1286 | | |
|---|
| 1287 | 1287 | | (9) A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the corporation would have power to indemnify him against the same liability under subsection (1) or (2) of this section. |
|---|
| 1288 | 1288 | | |
|---|
| 1289 | 1289 | | (10) Unless the articles of incorporation or bylaws provide otherwise, any authorization of indemnification in the articles of incorporation or bylaws shall not be deemed to prevent the corporation from providing the indemnity permitted or mandated by this section. |
|---|
| 1290 | 1290 | | |
|---|
| 1291 | 1291 | | (11) Any corporation shall have power to make any further indemnity, including advance of expenses, to and to enter into contracts of indemnity with any director, officer, employee or agent that may be authorized by the articles of incorporation or any bylaw made by the members (or if there are no members, by the board of directors) or any resolution adopted, before or after the event, by the members (or if there are no members, by the board of directors), except an indemnity against his failure to act in accordance with the standard of conduct provided in Section 79-11-267 or 79-11-275, as applicable. Unless the articles of incorporation, or any such bylaw or resolution provide otherwise, any determination as to any further indemnity shall be made in accordance with subsection (7)(a) of this section. Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person. |
|---|
| 1292 | 1292 | | |
|---|
| 1293 | 1293 | | SECTION 88. Section 79-11-282, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1294 | 1294 | | |
|---|
| 1295 | 1295 | | 79-11-282. (1) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation. |
|---|
| 1296 | 1296 | | |
|---|
| 1297 | 1297 | | (2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan. |
|---|
| 1298 | 1298 | | |
|---|
| 1299 | 1299 | | SECTION 89. Section 79-11-283, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1300 | 1300 | | |
|---|
| 1301 | 1301 | | 79-11-283. (1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by Section 79-11-265. |
|---|
| 1302 | 1302 | | |
|---|
| 1303 | 1303 | | (2) A corporation shall maintain appropriate accounting records. |
|---|
| 1304 | 1304 | | |
|---|
| 1305 | 1305 | | (3) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote. |
|---|
| 1306 | 1306 | | |
|---|
| 1307 | 1307 | | (4) A corporation shall maintain its records in written form or in any other form of a record. |
|---|
| 1308 | 1308 | | |
|---|
| 1309 | 1309 | | (5) A corporation shall keep a copy of the following records at its principal office: |
|---|
| 1310 | 1310 | | |
|---|
| 1311 | 1311 | | (a) Its articles or restated articles of incorporation and all amendments to them currently in effect; |
|---|
| 1312 | 1312 | | |
|---|
| 1313 | 1313 | | (b) Its bylaws or restated bylaws and all amendments to them currently in effect; |
|---|
| 1314 | 1314 | | |
|---|
| 1315 | 1315 | | (c) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members; |
|---|
| 1316 | 1316 | | |
|---|
| 1317 | 1317 | | (d) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years; |
|---|
| 1318 | 1318 | | |
|---|
| 1319 | 1319 | | (e) All written communications to members generally within the past three (3) years; |
|---|
| 1320 | 1320 | | |
|---|
| 1321 | 1321 | | (f) A list of the names and business or home addresses of its current directors and officers; and |
|---|
| 1322 | 1322 | | |
|---|
| 1323 | 1323 | | (g) Its most recent annual report delivered to the Secretary of State. |
|---|
| 1324 | 1324 | | |
|---|
| 1325 | 1325 | | SECTION 90. Section 79-11-285, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1326 | 1326 | | |
|---|
| 1327 | 1327 | | 79-11-285. (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. |
|---|
| 1328 | 1328 | | |
|---|
| 1329 | 1329 | | (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: |
|---|
| 1330 | 1330 | | |
|---|
| 1331 | 1331 | | (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; |
|---|
| 1332 | 1332 | | |
|---|
| 1333 | 1333 | | (b) Accounting records of the corporation; and |
|---|
| 1334 | 1334 | | |
|---|
| 1335 | 1335 | | (c) Subject to Section 79-11-291, the membership list. |
|---|
| 1336 | 1336 | | |
|---|
| 1337 | 1337 | | (3) A member may inspect and copy the records identified in subsection (2) of this section only if: |
|---|
| 1338 | 1338 | | |
|---|
| 1339 | 1339 | | (a) The member's demand is made in good faith and for a proper purpose; |
|---|
| 1340 | 1340 | | |
|---|
| 1341 | 1341 | | (b) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and |
|---|
| 1342 | 1342 | | |
|---|
| 1343 | 1343 | | (c) The records are directly connected with this purpose. |
|---|
| 1344 | 1344 | | |
|---|
| 1345 | 1345 | | (4) This section does not affect: |
|---|
| 1346 | 1346 | | |
|---|
| 1347 | 1347 | | (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 |
|---|
| 1348 | 1348 | | |
|---|
| 1349 | 1349 | | (b) The power of a court, independently of Section 79-11-101 et seq., to compel the production of corporate records for examination. |
|---|
| 1350 | 1350 | | |
|---|
| 1351 | 1351 | | SECTION 91. Section 79-11-287, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1352 | 1352 | | |
|---|
| 1353 | 1353 | | 79-11-287. (1) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. |
|---|
| 1354 | 1354 | | |
|---|
| 1355 | 1355 | | (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. |
|---|
| 1356 | 1356 | | |
|---|
| 1357 | 1357 | | (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. |
|---|
| 1358 | 1358 | | |
|---|
| 1359 | 1359 | | (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. |
|---|
| 1360 | 1360 | | |
|---|
| 1361 | 1361 | | SECTION 92. Section 79-11-289, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1362 | 1362 | | |
|---|
| 1363 | 1363 | | 79-11-289. (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. |
|---|
| 1364 | 1364 | | |
|---|
| 1365 | 1365 | | (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. |
|---|
| 1366 | 1366 | | |
|---|
| 1367 | 1367 | | (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. |
|---|
| 1368 | 1368 | | |
|---|
| 1369 | 1369 | | (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. |
|---|
| 1370 | 1370 | | |
|---|
| 1371 | 1371 | | SECTION 93. Section 79-11-291, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1372 | 1372 | | |
|---|
| 1373 | 1373 | | 79-11-291. 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: |
|---|
| 1374 | 1374 | | |
|---|
| 1375 | 1375 | | (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; |
|---|
| 1376 | 1376 | | |
|---|
| 1377 | 1377 | | (b) Used for any commercial purpose; or |
|---|
| 1378 | 1378 | | |
|---|
| 1379 | 1379 | | (c) Sold to or purchased by any person. |
|---|
| 1380 | 1380 | | |
|---|
| 1381 | 1381 | | SECTION 94. Section 79-11-293, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1382 | 1382 | | |
|---|
| 1383 | 1383 | | 79-11-293. (1) Except as authorized under subsections (2) and (3) of this section, a corporation shall not make any distributions. |
|---|
| 1384 | 1384 | | |
|---|
| 1385 | 1385 | | (2) A corporation may purchase its memberships if after the purchase is completed: |
|---|
| 1386 | 1386 | | |
|---|
| 1387 | 1387 | | (a) The corporation would be able to pay its debts as they become due in the usual course of its activities; and |
|---|
| 1388 | 1388 | | |
|---|
| 1389 | 1389 | | (b) The corporation's total assets would at least equal the sum of its total liabilities. |
|---|
| 1390 | 1390 | | |
|---|
| 1391 | 1391 | | (3) A corporation may make distributions upon dissolution in accordance with the provisions of Section 79-11-101 et seq. relating to dissolution. |
|---|
| 1392 | 1392 | | |
|---|
| 1393 | 1393 | | SECTION 95. Section 79-11-295, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1394 | 1394 | | |
|---|
| 1395 | 1395 | | 79-11-295. 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. |
|---|
| 1396 | 1396 | | |
|---|
| 1397 | 1397 | | SECTION 96. Section 79-11-297, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1398 | 1398 | | |
|---|
| 1399 | 1399 | | 79-11-297. 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. |
|---|
| 1400 | 1400 | | |
|---|
| 1401 | 1401 | | SECTION 97. Section 79-11-299, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1402 | 1402 | | |
|---|
| 1403 | 1403 | | 79-11-299. 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: |
|---|
| 1404 | 1404 | | |
|---|
| 1405 | 1405 | | (a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; |
|---|
| 1406 | 1406 | | |
|---|
| 1407 | 1407 | | (b) To delete the names and addresses of the initial directors; |
|---|
| 1408 | 1408 | | |
|---|
| 1409 | 1409 | | (c) To change the information required by Section 79-35-5(a); |
|---|
| 1410 | 1410 | | |
|---|
| 1411 | 1411 | | (d) To make any other change expressly permitted by Section 79-11-101 et seq. to be made without member action. |
|---|
| 1412 | 1412 | | |
|---|
| 1413 | 1413 | | SECTION 98. Section 79-11-301, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1414 | 1414 | | |
|---|
| 1415 | 1415 | | 79-11-301. 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: |
|---|
| 1416 | 1416 | | |
|---|
| 1417 | 1417 | | (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 (â…”) of votes cast or a majority of the voting power, whichever is less. |
|---|
| 1418 | 1418 | | |
|---|
| 1419 | 1419 | | (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. |
|---|
| 1420 | 1420 | | |
|---|
| 1421 | 1421 | | Any number of amendments may be submitted and voted upon at any one meeting. |
|---|
| 1422 | 1422 | | |
|---|
| 1423 | 1423 | | SECTION 99. Section 79-11-303, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1424 | 1424 | | |
|---|
| 1425 | 1425 | | 79-11-303. (1) The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would: |
|---|
| 1426 | 1426 | | |
|---|
| 1427 | 1427 | | (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; |
|---|
| 1428 | 1428 | | |
|---|
| 1429 | 1429 | | (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; |
|---|
| 1430 | 1430 | | |
|---|
| 1431 | 1431 | | (c) Increase or decrease the number of memberships authorized for that class; |
|---|
| 1432 | 1432 | | |
|---|
| 1433 | 1433 | | (d) Increase the number of memberships authorized for another class; |
|---|
| 1434 | 1434 | | |
|---|
| 1435 | 1435 | | (e) Effect an exchange, reclassification or termination of the memberships of that class; or |
|---|
| 1436 | 1436 | | |
|---|
| 1437 | 1437 | | (f) Authorize a new class of memberships. |
|---|
| 1438 | 1438 | | |
|---|
| 1439 | 1439 | | (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. |
|---|
| 1440 | 1440 | | |
|---|
| 1441 | 1441 | | (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 (â…”) of the votes cast by the class or a majority of the voting power of the class, whichever is less. |
|---|
| 1442 | 1442 | | |
|---|
| 1443 | 1443 | | (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. |
|---|
| 1444 | 1444 | | |
|---|
| 1445 | 1445 | | SECTION 100. Section 79-11-305, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1446 | 1446 | | |
|---|
| 1447 | 1447 | | 79-11-305. A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth: |
|---|
| 1448 | 1448 | | |
|---|
| 1449 | 1449 | | (a) The name of the corporation; |
|---|
| 1450 | 1450 | | |
|---|
| 1451 | 1451 | | (b) The text of each amendment adopted; |
|---|
| 1452 | 1452 | | |
|---|
| 1453 | 1453 | | (c) The date of each amendment's adoption; |
|---|
| 1454 | 1454 | | |
|---|
| 1455 | 1455 | | (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; |
|---|
| 1456 | 1456 | | |
|---|
| 1457 | 1457 | | (e) If an amendment was approved by the members: |
|---|
| 1458 | 1458 | | |
|---|
| 1459 | 1459 | | (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; |
|---|
| 1460 | 1460 | | |
|---|
| 1461 | 1461 | | (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. |
|---|
| 1462 | 1462 | | |
|---|
| 1463 | 1463 | | SECTION 101. Section 79-11-307, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1464 | 1464 | | |
|---|
| 1465 | 1465 | | 79-11-307. (1) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members. |
|---|
| 1466 | 1466 | | |
|---|
| 1467 | 1467 | | (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. |
|---|
| 1468 | 1468 | | |
|---|
| 1469 | 1469 | | (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. |
|---|
| 1470 | 1470 | | |
|---|
| 1471 | 1471 | | (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: |
|---|
| 1472 | 1472 | | |
|---|
| 1473 | 1473 | | (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 |
|---|
| 1474 | 1474 | | |
|---|
| 1475 | 1475 | | (b) If the restatement contains an amendment to the articles requiring approval by the members, the information required by Section 79-11-305. |
|---|
| 1476 | 1476 | | |
|---|
| 1477 | 1477 | | (5) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. |
|---|
| 1478 | 1478 | | |
|---|
| 1479 | 1479 | | (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. |
|---|
| 1480 | 1480 | | |
|---|
| 1481 | 1481 | | SECTION 102. Section 79-11-309, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1482 | 1482 | | |
|---|
| 1483 | 1483 | | 79-11-309. (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. |
|---|
| 1484 | 1484 | | |
|---|
| 1485 | 1485 | | (2) The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth: |
|---|
| 1486 | 1486 | | |
|---|
| 1487 | 1487 | | (a) The name of the corporation; |
|---|
| 1488 | 1488 | | |
|---|
| 1489 | 1489 | | (b) The text of each amendment approved by the court; |
|---|
| 1490 | 1490 | | |
|---|
| 1491 | 1491 | | (c) The date of the court's order or decree approving the articles of amendment; |
|---|
| 1492 | 1492 | | |
|---|
| 1493 | 1493 | | (d) The title of the reorganization proceeding in which the order or decree was entered; and |
|---|
| 1494 | 1494 | | |
|---|
| 1495 | 1495 | | (e) A statement that the court had jurisdiction of the proceeding under federal statute. |
|---|
| 1496 | 1496 | | |
|---|
| 1497 | 1497 | | (3) Members of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan. |
|---|
| 1498 | 1498 | | |
|---|
| 1499 | 1499 | | (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. |
|---|
| 1500 | 1500 | | |
|---|
| 1501 | 1501 | | SECTION 103. Section 79-11-311, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1502 | 1502 | | |
|---|
| 1503 | 1503 | | 79-11-311. 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. |
|---|
| 1504 | 1504 | | |
|---|
| 1505 | 1505 | | SECTION 104. Section 79-11-313, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1506 | 1506 | | |
|---|
| 1507 | 1507 | | 79-11-313. 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. |
|---|
| 1508 | 1508 | | |
|---|
| 1509 | 1509 | | SECTION 105. Section 79-11-315, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1510 | 1510 | | |
|---|
| 1511 | 1511 | | 79-11-315. (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: |
|---|
| 1512 | 1512 | | |
|---|
| 1513 | 1513 | | (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 |
|---|
| 1514 | 1514 | | |
|---|
| 1515 | 1515 | | (b) By the members of two-thirds (â…”) of the votes cast or a majority of the voting power, whichever is less. |
|---|
| 1516 | 1516 | | |
|---|
| 1517 | 1517 | | (2) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis. |
|---|
| 1518 | 1518 | | |
|---|
| 1519 | 1519 | | (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. |
|---|
| 1520 | 1520 | | |
|---|
| 1521 | 1521 | | (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. |
|---|
| 1522 | 1522 | | |
|---|
| 1523 | 1523 | | (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. |
|---|
| 1524 | 1524 | | |
|---|
| 1525 | 1525 | | SECTION 106. Section 79-11-317, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1526 | 1526 | | |
|---|
| 1527 | 1527 | | 79-11-317. (1) The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would: |
|---|
| 1528 | 1528 | | |
|---|
| 1529 | 1529 | | (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; |
|---|
| 1530 | 1530 | | |
|---|
| 1531 | 1531 | | (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; |
|---|
| 1532 | 1532 | | |
|---|
| 1533 | 1533 | | (c) Increase or decrease the number of memberships authorized for that class; |
|---|
| 1534 | 1534 | | |
|---|
| 1535 | 1535 | | (d) Increase the number of memberships authorized for another class; |
|---|
| 1536 | 1536 | | |
|---|
| 1537 | 1537 | | (e) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or |
|---|
| 1538 | 1538 | | |
|---|
| 1539 | 1539 | | (f) Authorize a new class of memberships. |
|---|
| 1540 | 1540 | | |
|---|
| 1541 | 1541 | | (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. |
|---|
| 1542 | 1542 | | |
|---|
| 1543 | 1543 | | (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 (â…”) of the votes cast by the class or a majority of the voting power of the class, whichever is less. |
|---|
| 1544 | 1544 | | |
|---|
| 1545 | 1545 | | (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. |
|---|
| 1546 | 1546 | | |
|---|
| 1547 | 1547 | | SECTION 107. Section 79-11-319, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1548 | 1548 | | |
|---|
| 1549 | 1549 | | 79-11-319. (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. |
|---|
| 1550 | 1550 | | |
|---|
| 1551 | 1551 | | (2) The plan of merger must set forth: |
|---|
| 1552 | 1552 | | |
|---|
| 1553 | 1553 | | (a) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge; and |
|---|
| 1554 | 1554 | | |
|---|
| 1555 | 1555 | | (b) The terms and conditions of the planned merger. |
|---|
| 1556 | 1556 | | |
|---|
| 1557 | 1557 | | (3) The plan of merger may set forth: |
|---|
| 1558 | 1558 | | |
|---|
| 1559 | 1559 | | (a) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and |
|---|
| 1560 | 1560 | | |
|---|
| 1561 | 1561 | | (b) Other provisions relating to the planned merger. |
|---|
| 1562 | 1562 | | |
|---|
| 1563 | 1563 | | SECTION 108. Section 79-11-321, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1564 | 1564 | | |
|---|
| 1565 | 1565 | | 79-11-321. (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, a plan of merger to be adopted must be approved: |
|---|
| 1566 | 1566 | | |
|---|
| 1567 | 1567 | | (a) By the board of directors; and |
|---|
| 1568 | 1568 | | |
|---|
| 1569 | 1569 | | (b) By the members, if any, by two-thirds (â…”) of the votes cast or a majority of the voting power, whichever is less. |
|---|
| 1570 | 1570 | | |
|---|
| 1571 | 1571 | | (2) If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger 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 the proposed merger. |
|---|
| 1572 | 1572 | | |
|---|
| 1573 | 1573 | | (3) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis. |
|---|
| 1574 | 1574 | | |
|---|
| 1575 | 1575 | | (4) If the board seeks to have the plan 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 the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws which will be in effect immediately after the merger takes effect. |
|---|
| 1576 | 1576 | | |
|---|
| 1577 | 1577 | | (5) If the board seeks to have the plan 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. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws which will be in effect immediately after the merger takes effect. |
|---|
| 1578 | 1578 | | |
|---|
| 1579 | 1579 | | (6) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under Section 79-11-303 or 79-11-317. The plan is approved by a class of members by two-thirds (â…”) of the votes cast by the class or a majority of the voting power of the class, whichever is less. |
|---|
| 1580 | 1580 | | |
|---|
| 1581 | 1581 | | (7) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights) without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. |
|---|
| 1582 | 1582 | | |
|---|
| 1583 | 1583 | | SECTION 109. Section 79-11-323, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1584 | 1584 | | |
|---|
| 1585 | 1585 | | 79-11-323. 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: |
|---|
| 1586 | 1586 | | |
|---|
| 1587 | 1587 | | (a) The plan of merger; |
|---|
| 1588 | 1588 | | |
|---|
| 1589 | 1589 | | (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; |
|---|
| 1590 | 1590 | | |
|---|
| 1591 | 1591 | | (c) If approval by members was required: |
|---|
| 1592 | 1592 | | |
|---|
| 1593 | 1593 | | (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 |
|---|
| 1594 | 1594 | | |
|---|
| 1595 | 1595 | | (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. |
|---|
| 1596 | 1596 | | |
|---|
| 1597 | 1597 | | SECTION 110. Section 79-11-325, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1598 | 1598 | | |
|---|
| 1599 | 1599 | | 79-11-325. (1) When a merger takes effect: |
|---|
| 1600 | 1600 | | |
|---|
| 1601 | 1601 | | (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; |
|---|
| 1602 | 1602 | | |
|---|
| 1603 | 1603 | | (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; |
|---|
| 1604 | 1604 | | |
|---|
| 1605 | 1605 | | (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; |
|---|
| 1606 | 1606 | | |
|---|
| 1607 | 1607 | | (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; |
|---|
| 1608 | 1608 | | |
|---|
| 1609 | 1609 | | (e) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger. |
|---|
| 1610 | 1610 | | |
|---|
| 1611 | 1611 | | SECTION 111. Section 79-11-327, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1612 | 1612 | | |
|---|
| 1613 | 1613 | | 79-11-327. (1) One or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if: |
|---|
| 1614 | 1614 | | |
|---|
| 1615 | 1615 | | (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; |
|---|
| 1616 | 1616 | | |
|---|
| 1617 | 1617 | | (b) The foreign corporation complies with Section 79-11-323 if it is the surviving corporation of the merger; and |
|---|
| 1618 | 1618 | | |
|---|
| 1619 | 1619 | | (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. |
|---|
| 1620 | 1620 | | |
|---|
| 1621 | 1621 | | (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. |
|---|
| 1622 | 1622 | | |
|---|
| 1623 | 1623 | | SECTION 112. Section 79-11-329, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1624 | 1624 | | |
|---|
| 1625 | 1625 | | 79-11-329. (1) A corporation may on the terms and conditions and for the consideration determined by the board of directors: |
|---|
| 1626 | 1626 | | |
|---|
| 1627 | 1627 | | (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 |
|---|
| 1628 | 1628 | | |
|---|
| 1629 | 1629 | | (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. |
|---|
| 1630 | 1630 | | |
|---|
| 1631 | 1631 | | (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. |
|---|
| 1632 | 1632 | | |
|---|
| 1633 | 1633 | | SECTION 113. Section 79-11-331, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1634 | 1634 | | |
|---|
| 1635 | 1635 | | 79-11-331. (1) A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (2) of this section. |
|---|
| 1636 | 1636 | | |
|---|
| 1637 | 1637 | | (2) Unless Section 79-11-101 et seq., the articles of incorporation, the bylaws, or the board of directors or members (acting pursuant to subsection (4) of this section) require a greater vote or voting by class, the proposed transaction to be authorized must be approved: |
|---|
| 1638 | 1638 | | |
|---|
| 1639 | 1639 | | (a) By the board of directors; and |
|---|
| 1640 | 1640 | | |
|---|
| 1641 | 1641 | | (b) By the members of two-thirds (â…”) of the votes cast or a majority of the voting power, whichever is less. |
|---|
| 1642 | 1642 | | |
|---|
| 1643 | 1643 | | (3) If the corporation does not have members the transaction 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 the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. |
|---|
| 1644 | 1644 | | |
|---|
| 1645 | 1645 | | (4) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis. |
|---|
| 1646 | 1646 | | |
|---|
| 1647 | 1647 | | (5) If the corporation seeks to have the transaction 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 the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. |
|---|
| 1648 | 1648 | | |
|---|
| 1649 | 1649 | | (6) If the board needs to have the transaction 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 a description of the transaction. |
|---|
| 1650 | 1650 | | |
|---|
| 1651 | 1651 | | (7) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. |
|---|
| 1652 | 1652 | | |
|---|
| 1653 | 1653 | | SECTION 114. Section 79-11-333, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1654 | 1654 | | |
|---|
| 1655 | 1655 | | 79-11-333. (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. |
|---|
| 1656 | 1656 | | |
|---|
| 1657 | 1657 | | (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. |
|---|
| 1658 | 1658 | | |
|---|
| 1659 | 1659 | | (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. |
|---|
| 1660 | 1660 | | |
|---|
| 1661 | 1661 | | SECTION 115. Section 79-11-335, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1662 | 1662 | | |
|---|
| 1663 | 1663 | | 79-11-335. (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: |
|---|
| 1664 | 1664 | | |
|---|
| 1665 | 1665 | | (a) By the board of directors; and |
|---|
| 1666 | 1666 | | |
|---|
| 1667 | 1667 | | (b) By the members, if any, by two-thirds (â…”) of the votes cast, or a majority of the voting power, whichever is less. |
|---|
| 1668 | 1668 | | |
|---|
| 1669 | 1669 | | (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. |
|---|
| 1670 | 1670 | | |
|---|
| 1671 | 1671 | | (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. |
|---|
| 1672 | 1672 | | |
|---|
| 1673 | 1673 | | (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. |
|---|
| 1674 | 1674 | | |
|---|
| 1675 | 1675 | | (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. |
|---|
| 1676 | 1676 | | |
|---|
| 1677 | 1677 | | (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. |
|---|
| 1678 | 1678 | | |
|---|
| 1679 | 1679 | | SECTION 116. Section 79-11-336, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1680 | 1680 | | |
|---|
| 1681 | 1681 | | 79-11-336. 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: |
|---|
| 1682 | 1682 | | |
|---|
| 1683 | 1683 | | (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. |
|---|
| 1684 | 1684 | | |
|---|
| 1685 | 1685 | | (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. |
|---|
| 1686 | 1686 | | |
|---|
| 1687 | 1687 | | (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. |
|---|
| 1688 | 1688 | | |
|---|
| 1689 | 1689 | | (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. |
|---|
| 1690 | 1690 | | |
|---|
| 1691 | 1691 | | SECTION 117. Section 79-11-337, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1692 | 1692 | | |
|---|
| 1693 | 1693 | | 79-11-337. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: |
|---|
| 1694 | 1694 | | |
|---|
| 1695 | 1695 | | (a) The name of the corporation; |
|---|
| 1696 | 1696 | | |
|---|
| 1697 | 1697 | | (b) The date dissolution was authorized; |
|---|
| 1698 | 1698 | | |
|---|
| 1699 | 1699 | | (c) A statement that dissolution was approved by a sufficient vote of the board; |
|---|
| 1700 | 1700 | | |
|---|
| 1701 | 1701 | | (d) That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor; |
|---|
| 1702 | 1702 | | |
|---|
| 1703 | 1703 | | (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; |
|---|
| 1704 | 1704 | | |
|---|
| 1705 | 1705 | | (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; |
|---|
| 1706 | 1706 | | |
|---|
| 1707 | 1707 | | (g) If approval by members was required: |
|---|
| 1708 | 1708 | | |
|---|
| 1709 | 1709 | | (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 |
|---|
| 1710 | 1710 | | |
|---|
| 1711 | 1711 | | (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. |
|---|
| 1712 | 1712 | | |
|---|
| 1713 | 1713 | | (2) A corporation is dissolved upon the effective date of its articles of dissolution. |
|---|
| 1714 | 1714 | | |
|---|
| 1715 | 1715 | | SECTION 118. Section 79-11-339, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1716 | 1716 | | |
|---|
| 1717 | 1717 | | 79-11-339. (1) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. |
|---|
| 1718 | 1718 | | |
|---|
| 1719 | 1719 | | (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. |
|---|
| 1720 | 1720 | | |
|---|
| 1721 | 1721 | | (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: |
|---|
| 1722 | 1722 | | |
|---|
| 1723 | 1723 | | (a) The name of the corporation; |
|---|
| 1724 | 1724 | | |
|---|
| 1725 | 1725 | | (b) The effective date of the dissolution that was revoked; |
|---|
| 1726 | 1726 | | |
|---|
| 1727 | 1727 | | (c) The date that the revocation of dissolution was authorized; |
|---|
| 1728 | 1728 | | |
|---|
| 1729 | 1729 | | (d) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect; |
|---|
| 1730 | 1730 | | |
|---|
| 1731 | 1731 | | (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 |
|---|
| 1732 | 1732 | | |
|---|
| 1733 | 1733 | | (f) If member action was required to revoke the dissolution, the information required by Section 79-11-337. |
|---|
| 1734 | 1734 | | |
|---|
| 1735 | 1735 | | (4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. |
|---|
| 1736 | 1736 | | |
|---|
| 1737 | 1737 | | (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. |
|---|
| 1738 | 1738 | | |
|---|
| 1739 | 1739 | | SECTION 119. Section 79-11-341, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1740 | 1740 | | |
|---|
| 1741 | 1741 | | 79-11-341. (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: |
|---|
| 1742 | 1742 | | |
|---|
| 1743 | 1743 | | (a) Preserving and protecting its assets and minimizing its liabilities; |
|---|
| 1744 | 1744 | | |
|---|
| 1745 | 1745 | | (b) Discharging or making provision for discharging its liabilities and obligations; |
|---|
| 1746 | 1746 | | |
|---|
| 1747 | 1747 | | (c) Disposing of its properties that will not be distributed in kind; |
|---|
| 1748 | 1748 | | |
|---|
| 1749 | 1749 | | (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; |
|---|
| 1750 | 1750 | | |
|---|
| 1751 | 1751 | | (e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; and |
|---|
| 1752 | 1752 | | |
|---|
| 1753 | 1753 | | (f) Doing every other act necessary to wind up and liquidate its assets and affairs. |
|---|
| 1754 | 1754 | | |
|---|
| 1755 | 1755 | | (2) Dissolution of a corporation does not: |
|---|
| 1756 | 1756 | | |
|---|
| 1757 | 1757 | | (a) Transfer title to the corporation's property; |
|---|
| 1758 | 1758 | | |
|---|
| 1759 | 1759 | | (b) Subject its directors or officers to standards of conduct different from those prescribed in Sections 79-11-267 and 79-11-275; |
|---|
| 1760 | 1760 | | |
|---|
| 1761 | 1761 | | (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; |
|---|
| 1762 | 1762 | | |
|---|
| 1763 | 1763 | | (d) Prevent commencement of a proceeding by or against the corporation in its corporate name; |
|---|
| 1764 | 1764 | | |
|---|
| 1765 | 1765 | | (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or |
|---|
| 1766 | 1766 | | |
|---|
| 1767 | 1767 | | (f) Terminate the authority of the registered agent. |
|---|
| 1768 | 1768 | | |
|---|
| 1769 | 1769 | | SECTION 120. Section 79-11-343, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1770 | 1770 | | |
|---|
| 1771 | 1771 | | 79-11-343. (1) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. |
|---|
| 1772 | 1772 | | |
|---|
| 1773 | 1773 | | (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: |
|---|
| 1774 | 1774 | | |
|---|
| 1775 | 1775 | | (a) Describe information that must be included in a claim; |
|---|
| 1776 | 1776 | | |
|---|
| 1777 | 1777 | | (b) Provide a mailing address where a claim may be sent; |
|---|
| 1778 | 1778 | | |
|---|
| 1779 | 1779 | | (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 |
|---|
| 1780 | 1780 | | |
|---|
| 1781 | 1781 | | (d) State that the claim will be barred if not received by the deadline. |
|---|
| 1782 | 1782 | | |
|---|
| 1783 | 1783 | | (3) A claim against the dissolved corporation is barred: |
|---|
| 1784 | 1784 | | |
|---|
| 1785 | 1785 | | (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; |
|---|
| 1786 | 1786 | | |
|---|
| 1787 | 1787 | | (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. |
|---|
| 1788 | 1788 | | |
|---|
| 1789 | 1789 | | (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. |
|---|
| 1790 | 1790 | | |
|---|
| 1791 | 1791 | | SECTION 121. Section 79-11-345, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1792 | 1792 | | |
|---|
| 1793 | 1793 | | 79-11-345. (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. |
|---|
| 1794 | 1794 | | |
|---|
| 1795 | 1795 | | (2) The notice must: |
|---|
| 1796 | 1796 | | |
|---|
| 1797 | 1797 | | (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; |
|---|
| 1798 | 1798 | | |
|---|
| 1799 | 1799 | | (b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and |
|---|
| 1800 | 1800 | | |
|---|
| 1801 | 1801 | | (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. |
|---|
| 1802 | 1802 | | |
|---|
| 1803 | 1803 | | (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: |
|---|
| 1804 | 1804 | | |
|---|
| 1805 | 1805 | | (a) A claimant who did not receive written notice under Section 79-11-343; |
|---|
| 1806 | 1806 | | |
|---|
| 1807 | 1807 | | (b) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and |
|---|
| 1808 | 1808 | | |
|---|
| 1809 | 1809 | | (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. |
|---|
| 1810 | 1810 | | |
|---|
| 1811 | 1811 | | (4) A claim may be enforced under this section: |
|---|
| 1812 | 1812 | | |
|---|
| 1813 | 1813 | | (a) Against the dissolved corporation, to the extent of its undistributed assets; or |
|---|
| 1814 | 1814 | | |
|---|
| 1815 | 1815 | | (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. |
|---|
| 1816 | 1816 | | |
|---|
| 1817 | 1817 | | SECTION 122. Section 79-11-347, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1818 | 1818 | | |
|---|
| 1819 | 1819 | | 79-11-347. The Secretary of State may commence a proceeding under Section 79-11-349 to administratively dissolve a corporation if: |
|---|
| 1820 | 1820 | | |
|---|
| 1821 | 1821 | | (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; |
|---|
| 1822 | 1822 | | |
|---|
| 1823 | 1823 | | (b) The corporation does not deliver the required annual report to the Secretary of State within sixty (60) days after it is due; |
|---|
| 1824 | 1824 | | |
|---|
| 1825 | 1825 | | (c) The corporation is without a registered agent in this state for sixty (60) days or more; |
|---|
| 1826 | 1826 | | |
|---|
| 1827 | 1827 | | (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; |
|---|
| 1828 | 1828 | | |
|---|
| 1829 | 1829 | | (e) The corporation's period of duration, if any, stated in its articles of incorporation expires; |
|---|
| 1830 | 1830 | | |
|---|
| 1831 | 1831 | | (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 |
|---|
| 1832 | 1832 | | |
|---|
| 1833 | 1833 | | (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. |
|---|
| 1834 | 1834 | | |
|---|
| 1835 | 1835 | | SECTION 123. Section 79-11-349, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1836 | 1836 | | |
|---|
| 1837 | 1837 | | 79-11-349. (1) Upon determining that one or more grounds exist under Section 79-11-347 for dissolving a corporation, the Secretary of State shall notify the corporation in the form of a record of that determination. |
|---|
| 1838 | 1838 | | |
|---|
| 1839 | 1839 | | (2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least sixty (60) days after service of the notice is perfected, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation. |
|---|
| 1840 | 1840 | | |
|---|
| 1841 | 1841 | | (3) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under Section 79-11-341 and notify its claimants under Sections 79-11-343 and 79-11-345. |
|---|
| 1842 | 1842 | | |
|---|
| 1843 | 1843 | | (4) The administrative dissolution of a corporation does not terminate the authority of its registered agent. |
|---|
| 1844 | 1844 | | |
|---|
| 1845 | 1845 | | SECTION 124. Section 79-11-351, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1846 | 1846 | | |
|---|
| 1847 | 1847 | | 79-11-351. (1) A corporation administratively dissolved under Section 79-11-349 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must: |
|---|
| 1848 | 1848 | | |
|---|
| 1849 | 1849 | | (a) Recite the name of the corporation and the effective date of its administrative dissolution; |
|---|
| 1850 | 1850 | | |
|---|
| 1851 | 1851 | | (b) State that the ground or grounds for dissolution either did not exist or have been eliminated; |
|---|
| 1852 | 1852 | | |
|---|
| 1853 | 1853 | | (c) State that the corporation's name satisfies the requirements of Section 79-11-157; and |
|---|
| 1854 | 1854 | | |
|---|
| 1855 | 1855 | | (d) Contain a certificate from the Department of Revenue reciting that all taxes owed by the corporation have been paid. |
|---|
| 1856 | 1856 | | |
|---|
| 1857 | 1857 | | (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation. |
|---|
| 1858 | 1858 | | |
|---|
| 1859 | 1859 | | (3) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. |
|---|
| 1860 | 1860 | | |
|---|
| 1861 | 1861 | | SECTION 125. Section 79-11-353, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1862 | 1862 | | |
|---|
| 1863 | 1863 | | 79-11-353. (1) The Secretary of State, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation with a written notice that explains the reason or reasons for denial. |
|---|
| 1864 | 1864 | | |
|---|
| 1865 | 1865 | | (2) The corporation may appeal the denial of reinstatement to the chancery court of the county where the corporation's principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, within ninety (90) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement and the Secretary of State's notice of denial. |
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| 1866 | 1866 | | |
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| 1867 | 1867 | | (3) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. |
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| 1868 | 1868 | | |
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| 1869 | 1869 | | (4) The court's final decision may be appealed as in other civil proceedings. |
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| 1870 | 1870 | | |
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| 1871 | 1871 | | SECTION 126. Section 79-11-355, Mississippi Code of 1972, is brought forward as follows: |
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| 1872 | 1872 | | |
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| 1873 | 1873 | | 79-11-355. (1) The chancery court of the county where the corporation's principal office is or was located, or in 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 dissolve a corporation: |
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| 1874 | 1874 | | |
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| 1875 | 1875 | | (a) In a proceeding by the Attorney General or the Secretary of State if it is established that: |
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| 1876 | 1876 | | |
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| 1877 | 1877 | | (i) The corporation obtained its articles of incorporation through fraud; |
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| 1878 | 1878 | | |
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| 1879 | 1879 | | (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; or |
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| 1880 | 1880 | | |
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| 1881 | 1881 | | (iii) If the corporation is a charitable organization, as defined in Section 79-11-501, that: |
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| 1882 | 1882 | | |
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| 1883 | 1883 | | 1. The corporate assets are being misapplied or wasted; |
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| 1884 | 1884 | | |
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| 1885 | 1885 | | 2. The corporation is unable to carry out its purpose(s); or |
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| 1886 | 1886 | | |
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| 1887 | 1887 | | 3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.; |
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| 1888 | 1888 | | |
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| 1889 | 1889 | | (b) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that: |
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| 1890 | 1890 | | |
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| 1891 | 1891 | | (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; |
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| 1892 | 1892 | | |
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| 1893 | 1893 | | (ii) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; |
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| 1894 | 1894 | | |
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| 1895 | 1895 | | (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or |
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| 1896 | 1896 | | |
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| 1897 | 1897 | | (iv) The corporate assets are being misapplied or wasted; |
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| 1898 | 1898 | | |
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| 1899 | 1899 | | (c) In a proceeding by a creditor if it is established that: |
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| 1900 | 1900 | | |
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| 1901 | 1901 | | (i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or |
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| 1902 | 1902 | | |
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| 1903 | 1903 | | (ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or |
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| 1904 | 1904 | | |
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| 1905 | 1905 | | (d) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. |
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| 1906 | 1906 | | |
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| 1907 | 1907 | | (2) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution. |
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| 1908 | 1908 | | |
|---|
| 1909 | 1909 | | SECTION 127. Section 79-11-357, Mississippi Code of 1972, is brought forward as follows: |
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| 1910 | 1910 | | |
|---|
| 1911 | 1911 | | 79-11-357. (1) Venue for a proceeding to dissolve a corporation lies in the county where a corporation's principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state. |
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| 1912 | 1912 | | |
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| 1913 | 1913 | | (2) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. |
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| 1914 | 1914 | | |
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| 1915 | 1915 | | (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held. |
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| 1916 | 1916 | | |
|---|
| 1917 | 1917 | | SECTION 128. Section 79-11-359, Mississippi Code of 1972, is brought forward as follows: |
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| 1918 | 1918 | | |
|---|
| 1919 | 1919 | | 79-11-359. (1) A court in a judicial proceeding brought to dissolve a corporation shall have the power to issue injunctions and may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. |
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| 1920 | 1920 | | |
|---|
| 1921 | 1921 | | (2) The court may appoint an individual or a domestic or foreign business or nonprofit corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. |
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| 1922 | 1922 | | |
|---|
| 1923 | 1923 | | (3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: |
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| 1924 | 1924 | | |
|---|
| 1925 | 1925 | | (a) The receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and (ii) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state; |
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| 1926 | 1926 | | |
|---|
| 1927 | 1927 | | (b) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors. |
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| 1928 | 1928 | | |
|---|
| 1929 | 1929 | | (4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members and creditors. |
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| 1930 | 1930 | | |
|---|
| 1931 | 1931 | | (5) The assets of the corporation or the proceeds resulting from a sale, conveyance or other disposition thereof shall be applied and distributed as the court may order, after taking into account the following standards: |
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| 1932 | 1932 | | |
|---|
| 1933 | 1933 | | (a) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall, to the extent that unencumbered assets are available therefor, be paid first toward the payment of costs and expenses of the court proceedings, and then toward other liabilities and obligations of the corporation. |
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| 1934 | 1934 | | |
|---|
| 1935 | 1935 | | (b) 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 court shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations. |
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| 1936 | 1936 | | |
|---|
| 1937 | 1937 | | (c) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred or conveyed in accordance with such requirements. |
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| 1938 | 1938 | | |
|---|
| 1939 | 1939 | | (d) 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 as the court may direct. |
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| 1940 | 1940 | | |
|---|
| 1941 | 1941 | | (e) Other assets, 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. |
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| 1942 | 1942 | | |
|---|
| 1943 | 1943 | | (f) Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct. |
|---|
| 1944 | 1944 | | |
|---|
| 1945 | 1945 | | SECTION 129. Section 79-11-361, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1946 | 1946 | | |
|---|
| 1947 | 1947 | | 79-11-361. (1) If after the hearing the court determines that one or more grounds for judicial dissolution described in Section 79-11-355 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. |
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| 1948 | 1948 | | |
|---|
| 1949 | 1949 | | (2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with Section 79-11-341 and the notification of its claimants in accordance with Sections 79-11-343 and 79-11-345. |
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| 1950 | 1950 | | |
|---|
| 1951 | 1951 | | SECTION 130. Section 79-11-363, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1952 | 1952 | | |
|---|
| 1953 | 1953 | | 79-11-363. (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. |
|---|
| 1954 | 1954 | | |
|---|
| 1955 | 1955 | | (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: |
|---|
| 1956 | 1956 | | |
|---|
| 1957 | 1957 | | (a) Maintaining, defending or settling any proceeding; |
|---|
| 1958 | 1958 | | |
|---|
| 1959 | 1959 | | (b) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs; |
|---|
| 1960 | 1960 | | |
|---|
| 1961 | 1961 | | (c) Maintaining bank accounts; |
|---|
| 1962 | 1962 | | |
|---|
| 1963 | 1963 | | (d) Maintaining offices or agencies for the transfer, exchange and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities; |
|---|
| 1964 | 1964 | | |
|---|
| 1965 | 1965 | | (e) Selling through independent contractors; |
|---|
| 1966 | 1966 | | |
|---|
| 1967 | 1967 | | (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; |
|---|
| 1968 | 1968 | | |
|---|
| 1969 | 1969 | | (g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property; |
|---|
| 1970 | 1970 | | |
|---|
| 1971 | 1971 | | (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; |
|---|
| 1972 | 1972 | | |
|---|
| 1973 | 1973 | | (i) Owning, without more, real or personal property; |
|---|
| 1974 | 1974 | | |
|---|
| 1975 | 1975 | | (j) Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; |
|---|
| 1976 | 1976 | | |
|---|
| 1977 | 1977 | | (k) Transacting business in interstate commerce. |
|---|
| 1978 | 1978 | | |
|---|
| 1979 | 1979 | | (3) The list of activities in subsection (2) of this section is not exhaustive. |
|---|
| 1980 | 1980 | | |
|---|
| 1981 | 1981 | | SECTION 131. Section 79-11-365, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1982 | 1982 | | |
|---|
| 1983 | 1983 | | 79-11-365. (1) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. |
|---|
| 1984 | 1984 | | |
|---|
| 1985 | 1985 | | (2) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. |
|---|
| 1986 | 1986 | | |
|---|
| 1987 | 1987 | | (3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation, its successor or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. |
|---|
| 1988 | 1988 | | |
|---|
| 1989 | 1989 | | (4) A foreign corporation is liable for a civil penalty of Five Dollars ($5.00) for each day, but not to exceed a total of two (2) times the fee required under Section 79-11-109 for securing articles of incorporation for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection. |
|---|
| 1990 | 1990 | | |
|---|
| 1991 | 1991 | | SECTION 132. Section 79-11-367, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 1992 | 1992 | | |
|---|
| 1993 | 1993 | | 79-11-367. (1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State. The application must set forth: |
|---|
| 1994 | 1994 | | |
|---|
| 1995 | 1995 | | (a) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Section 79-11-373; |
|---|
| 1996 | 1996 | | |
|---|
| 1997 | 1997 | | (b) The name of the state or country under whose law it is incorporated; |
|---|
| 1998 | 1998 | | |
|---|
| 1999 | 1999 | | (c) The date of incorporation and period of duration; |
|---|
| 2000 | 2000 | | |
|---|
| 2001 | 2001 | | (d) The street address of its principal office; |
|---|
| 2002 | 2002 | | |
|---|
| 2003 | 2003 | | (e) The information required under Section 79-35-5(a); |
|---|
| 2004 | 2004 | | |
|---|
| 2005 | 2005 | | (f) The names and usual business or home addresses of its current directors and officers; and |
|---|
| 2006 | 2006 | | |
|---|
| 2007 | 2007 | | (g) Whether the foreign corporation has members. |
|---|
| 2008 | 2008 | | |
|---|
| 2009 | 2009 | | (2) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import), dated not more than sixty (60) days prior to the date the application is filed in this state, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. |
|---|
| 2010 | 2010 | | |
|---|
| 2011 | 2011 | | SECTION 133. Section 79-11-369, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2012 | 2012 | | |
|---|
| 2013 | 2013 | | 79-11-369. (1) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes: |
|---|
| 2014 | 2014 | | |
|---|
| 2015 | 2015 | | (a) Its corporate name; |
|---|
| 2016 | 2016 | | |
|---|
| 2017 | 2017 | | (b) The period of its duration; |
|---|
| 2018 | 2018 | | |
|---|
| 2019 | 2019 | | (c) Any information required by Section 79-35-5(a); or |
|---|
| 2020 | 2020 | | |
|---|
| 2021 | 2021 | | (d) The state or country or its incorporation. |
|---|
| 2022 | 2022 | | |
|---|
| 2023 | 2023 | | (2) The requirements of Section 79-11-367 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. |
|---|
| 2024 | 2024 | | |
|---|
| 2025 | 2025 | | SECTION 134. Section 79-11-371, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2026 | 2026 | | |
|---|
| 2027 | 2027 | | 79-11-371. (1) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in Section 79-11-101 et seq. |
|---|
| 2028 | 2028 | | |
|---|
| 2029 | 2029 | | (2) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as, and except as otherwise provided by Section 79-11-101 et seq. is subject to the same duties, restrictions, penalties, liabilities now or later imposed on, a domestic corporation of like character. |
|---|
| 2030 | 2030 | | |
|---|
| 2031 | 2031 | | (3) Section 79-11-101 et seq. do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. |
|---|
| 2032 | 2032 | | |
|---|
| 2033 | 2033 | | SECTION 135. Section 79-11-373, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2034 | 2034 | | |
|---|
| 2035 | 2035 | | 79-11-373. (1) If the corporate name of a foreign corporation does not satisfy the requirements of Section 79-11-157, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name. |
|---|
| 2036 | 2036 | | |
|---|
| 2037 | 2037 | | (2) Except as authorized by subsections (3) and (4) of this section, the corporate name (including a fictitious name) of a foreign corporation must be distinguishable upon the records of the Secretary of State from: |
|---|
| 2038 | 2038 | | |
|---|
| 2039 | 2039 | | (a) The corporate name of a nonprofit or business corporation incorporated or authorized to transact business in this state; |
|---|
| 2040 | 2040 | | |
|---|
| 2041 | 2041 | | (b) A corporate name reserved or registered under Section 79-11-159 or 79-11-161 or pursuant to the Mississippi Business Corporation Act; |
|---|
| 2042 | 2042 | | |
|---|
| 2043 | 2043 | | (c) The fictitious name of another foreign business or nonprofit corporation authorized to transact business in this state. |
|---|
| 2044 | 2044 | | |
|---|
| 2045 | 2045 | | (3) A foreign corporation may apply to the Secretary of State for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the records of the Secretary of State from the name applied for. The Secretary of State shall authorize use of the name applied for if: |
|---|
| 2046 | 2046 | | |
|---|
| 2047 | 2047 | | (a) The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or |
|---|
| 2048 | 2048 | | |
|---|
| 2049 | 2049 | | (b) The applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state. |
|---|
| 2050 | 2050 | | |
|---|
| 2051 | 2051 | | (4) A foreign corporation may use in this state the name (including the fictitious name) of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation: |
|---|
| 2052 | 2052 | | |
|---|
| 2053 | 2053 | | (a) Has merged with the other corporation; |
|---|
| 2054 | 2054 | | |
|---|
| 2055 | 2055 | | (b) Has been formed by reorganization of the other corporation; or |
|---|
| 2056 | 2056 | | |
|---|
| 2057 | 2057 | | (c) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation. |
|---|
| 2058 | 2058 | | |
|---|
| 2059 | 2059 | | (5) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of Section 79-11-157, it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of Section 79-11-157 and obtains an amended certificate of authority under Section 79-11-369. |
|---|
| 2060 | 2060 | | |
|---|
| 2061 | 2061 | | SECTION 136. Section 79-11-381, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2062 | 2062 | | |
|---|
| 2063 | 2063 | | 79-11-381. Notice or demand required or permitted by law on a foreign corporation authorized to transact business in this state is governed by Section 79-35-13 Agents Act. Service of process is governed by the Mississippi Rules of Civil Procedure. |
|---|
| 2064 | 2064 | | |
|---|
| 2065 | 2065 | | SECTION 137. Section 79-11-383, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2066 | 2066 | | |
|---|
| 2067 | 2067 | | 79-11-383. (1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. |
|---|
| 2068 | 2068 | | |
|---|
| 2069 | 2069 | | (2) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth: |
|---|
| 2070 | 2070 | | |
|---|
| 2071 | 2071 | | (a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; |
|---|
| 2072 | 2072 | | |
|---|
| 2073 | 2073 | | (b) A representation that it is not transacting business in this state and that it surrenders its authority to transact business in this state; |
|---|
| 2074 | 2074 | | |
|---|
| 2075 | 2075 | | (c) A representation that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this state; |
|---|
| 2076 | 2076 | | |
|---|
| 2077 | 2077 | | (d) A mailing address to which the Secretary of State may mail a copy of any process served on him or her under paragraph (c) of this subsection; and |
|---|
| 2078 | 2078 | | |
|---|
| 2079 | 2079 | | (e) A commitment to notify the Secretary of State in the future of any change in the mailing address. |
|---|
| 2080 | 2080 | | |
|---|
| 2081 | 2081 | | (3) After the withdrawal of the foreign corporation is effective, service of process on the Secretary of State under the Mississippi Rules of Civil Procedure is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the address set forth in its application for withdrawal. |
|---|
| 2082 | 2082 | | |
|---|
| 2083 | 2083 | | SECTION 138. Section 79-11-385, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2084 | 2084 | | |
|---|
| 2085 | 2085 | | 79-11-385. (1) The Secretary of State may commence a proceeding under Section 79-11-387 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: |
|---|
| 2086 | 2086 | | |
|---|
| 2087 | 2087 | | (a) The foreign corporation does not deliver the annual report to the Secretary of State within sixty (60) days after it is due; |
|---|
| 2088 | 2088 | | |
|---|
| 2089 | 2089 | | (b) The foreign corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by Section 79-11-101 et seq. or other law; |
|---|
| 2090 | 2090 | | |
|---|
| 2091 | 2091 | | (c) The foreign corporation is without a registered agent in this state for sixty (60) days or more; |
|---|
| 2092 | 2092 | | |
|---|
| 2093 | 2093 | | (d) The foreign corporation does not inform the Secretary of State by an appropriate filing that its registered agent has changed or that its registered agent has resigned within ninety (90) days of the change or resignation; |
|---|
| 2094 | 2094 | | |
|---|
| 2095 | 2095 | | (e) An incorporator, director, officer or agent of the foreign corporation signed a document such person knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or |
|---|
| 2096 | 2096 | | |
|---|
| 2097 | 2097 | | (f) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger. |
|---|
| 2098 | 2098 | | |
|---|
| 2099 | 2099 | | (2) The Attorney General may commence a proceeding under Section 79-11-387 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if the foreign corporation has continued to exceed or abuse the authority conferred upon it by law. |
|---|
| 2100 | 2100 | | |
|---|
| 2101 | 2101 | | SECTION 139. Section 79-11-387, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2102 | 2102 | | |
|---|
| 2103 | 2103 | | 79-11-387. (1) The Secretary of State upon determining that one or more grounds exist under Section 79-11-385 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under Section 79-11-381. |
|---|
| 2104 | 2104 | | |
|---|
| 2105 | 2105 | | (2) The Attorney General upon determining that grounds exist under Section 79-11-385(2) for revocation of a certificate of authority shall request the Secretary of State to serve, and the Secretary of State shall serve the foreign corporation with written notice of that determination under Section 79-11-381. |
|---|
| 2106 | 2106 | | |
|---|
| 2107 | 2107 | | (3) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State or Attorney General that each ground for revocation determined by the Secretary of State or Attorney General does not exist within sixty (60) days after service of the notice is perfected under Section 79-11-381, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under Section 79-11-381. |
|---|
| 2108 | 2108 | | |
|---|
| 2109 | 2109 | | (4) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. |
|---|
| 2110 | 2110 | | |
|---|
| 2111 | 2111 | | (5) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State, the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority. |
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| 2112 | 2112 | | |
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| 2113 | 2113 | | (6) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. |
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| 2114 | 2114 | | |
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| 2115 | 2115 | | SECTION 140. Section 79-11-389, Mississippi Code of 1972, is brought forward as follows: |
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| 2116 | 2116 | | |
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| 2117 | 2117 | | 79-11-389. (1) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Chancery Court of the First Judicial District of Hinds County, Mississippi, or the chancery court of the county where the corporation's principal office is located within thirty (30) days after the service of the certificate of revocation is perfected under Section 79-11-381. The foreign corporation applies by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation. |
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| 2118 | 2118 | | |
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| 2119 | 2119 | | (2) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate. |
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| 2120 | 2120 | | |
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| 2121 | 2121 | | (3) The court's final decision may be appealed as in other civil proceedings. |
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| 2122 | 2122 | | |
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| 2123 | 2123 | | SECTION 141. Section 79-11-391, Mississippi Code of 1972, is brought forward as follows: |
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| 2124 | 2124 | | |
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| 2125 | 2125 | | 79-11-391. (1) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall upon request deliver to the Secretary of State a status report on a form prescribed and furnished by the Secretary of State that sets forth: |
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| 2126 | 2126 | | |
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| 2127 | 2127 | | (a) The name of the corporation and the jurisdiction under whose law it is incorporated; |
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| 2128 | 2128 | | |
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| 2129 | 2129 | | (b) The information required by Section 79-35-5(a); |
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| 2130 | 2130 | | |
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| 2131 | 2131 | | (c) The address of its principal office; |
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| 2132 | 2132 | | |
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| 2133 | 2133 | | (d) The names and business or residence addresses of its directors and principal officers; |
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| 2134 | 2134 | | |
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| 2135 | 2135 | | (e) A brief description of the nature of its activities; and |
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| 2136 | 2136 | | |
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| 2137 | 2137 | | (f) Whether or not it has members. |
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| 2138 | 2138 | | |
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| 2139 | 2139 | | (2) Upon receiving the request for a status report, a domestic or foreign corporation shall have ninety (90) days to deliver the report to the Secretary of State. |
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| 2140 | 2140 | | |
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| 2141 | 2141 | | (3) The information in the status report must be current on the date the status report is executed on behalf of the corporation. |
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| 2142 | 2142 | | |
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| 2143 | 2143 | | (4) The Secretary of State may request a status report from time to time, but not more frequently than once every five (5) years, beginning five (5) years from the date upon which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. |
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| 2144 | 2144 | | |
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| 2145 | 2145 | | (5) If a status report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within thirty (30) days after the effective date of notice, it is deemed to be timely filed. |
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| 2146 | 2146 | | |
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| 2147 | 2147 | | SECTION 142. Section 79-11-393, Mississippi Code of 1972, is brought forward as follows: |
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| 2148 | 2148 | | |
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| 2149 | 2149 | | 79-11-393. Rural water companies organized pursuant to Section 79-11-101 et seq. shall be subject to the following requirements in order to obtain federal tax exemptions: |
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| 2150 | 2150 | | |
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| 2151 | 2151 | | (a) Each rural water company shall maintain a roster of all members which shall include the date upon which each member joined. |
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| 2152 | 2152 | | |
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| 2153 | 2153 | | (b) Each rural water company shall maintain a roster of patrons which shall include periodic data as to services rendered by the water company. Such roster shall be the basis for any distribution of excess revenues of the water company. Any such distribution shall be to the members and shall be based upon patronage for the time period over which such excess revenues to be distributed were collected, and the loss of membership by death or otherwise shall not terminate the rights and interest of such member in any patronage distribution due him at the termination of his membership. Any amount to be distributed shall be net income or funds in excess of those needed to meet current losses and operating expenses; provided, that such amount to be distributed shall be in excess of that needed for normal, reasonable business purposes. |
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| 2154 | 2154 | | |
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| 2155 | 2155 | | Before a rural water company shall construct, operate or maintain a water transmission or distribution system for the sale of water to the public, it shall obtain a certificate of public convenience and necessity from the Public Service Commission, pursuant to the provisions of Sections 77-3-1 through 77-3-87. |
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| 2156 | 2156 | | |
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| 2157 | 2157 | | SECTION 143. Section 79-11-394, Mississippi Code of 1972, is brought forward as follows: |
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| 2158 | 2158 | | |
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| 2159 | 2159 | | 79-11-394. (1) (a) Any nonprofit, nonshare corporation chartered under the Mississippi Nonprofit Corporation Act, Section 79-11-101 et seq., for the purpose of owning and operating rural waterworks annually shall prepare a financial report showing the financial condition of the corporation. The financial report shall be prepared on forms provided by the State Auditor within ninety (90) days following the close of the fiscal year of that corporation. Each report shall contain a certification signed by the president of the board of directors of the corporation that the president has reviewed the information contained in the financial report and that the information is true and correct. |
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| 2160 | 2160 | | |
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| 2161 | 2161 | | (b) As part of the billing statement received by the subscriber immediately before the annual meeting of the corporation, each corporation owning and operating rural waterworks shall notify each subscriber provided water service by the corporation of the availability of the most recently completed annual financial report, how that report may be obtained and where the report may be reviewed. If requested in writing, the corporation shall provide a copy of the financial report to any subscriber. |
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| 2162 | 2162 | | |
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| 2163 | 2163 | | (c) Before July 1, 1999, and July 1 of each subsequent year, each corporation required to prepare a financial report under this section shall submit the most recently completed annual financial report to the State Auditor. In addition, the corporation shall provide a copy of that financial report to the public library in the county seat of the county in which the corporation's principal office is located. If no public library is located in the county seat, the corporation shall provide that report to the public library serving the largest population in the county of the corporation's principal office. If requested in writing, the State Auditor shall provide a copy of the financial report to any subscriber of a water system owned and operated by that corporation and may recover the costs of providing that report. |
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| 2164 | 2164 | | |
|---|
| 2165 | 2165 | | (2) In addition to the information required under subsection (1) of this section, each financial report shall contain the following: |
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| 2166 | 2166 | | |
|---|
| 2167 | 2167 | | (a) A statement certifying that an annual meeting was held in accordance with the corporation's bylaws, as required under Section 79-11-197, including the date of the most recent annual meeting; |
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| 2168 | 2168 | | |
|---|
| 2169 | 2169 | | (b) A list of the directors currently serving on the board of the corporation; and |
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| 2170 | 2170 | | |
|---|
| 2171 | 2171 | | (c) A list of those directors required who have failed to meet the management training requirements under Section 41-26-101. |
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| 2172 | 2172 | | |
|---|
| 2173 | 2173 | | (3) (a) Before July 15, 1999, and July 15 of each subsequent year, the State Auditor shall provide the State Department of Health a list of all corporations failing to file a report as required under subsection (1) of this section. The State Department of Health shall notify the president of the board of directors of each listed system in writing and shall require that the financial report be submitted to the State Auditor within thirty (30) days after the date of the letter. |
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| 2174 | 2174 | | |
|---|
| 2175 | 2175 | | (b) If any corporation required to prepare a financial report under this section fails to notify subscribers of the availability of the financial report, no corporate action taken after the date of the annual meeting shall be valid. If any corporation required to prepare a financial report under this section fails to submit the most recently completed annual financial report to the State Auditor, no corporate action taken after the date for submission specified in the letter from the State Department of Health, as required under paragraph (a) of this subsection, shall be valid. |
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| 2176 | 2176 | | |
|---|
| 2177 | 2177 | | (4) (a) Each nonprofit, nonshare corporation chartered under Section 79-11-101 et seq., for the purpose of owning and operating rural waterworks shall mail to each subscriber provided water service by the corporation, as part of the billing statement received by the subscriber immediately before the annual meeting of the corporation, a notice of the annual meeting of the corporation. Each corporation also shall submit, at the time the notice is provided to the subscribers, a copy of that notice to the State Department of Health. |
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| 2178 | 2178 | | |
|---|
| 2179 | 2179 | | (b) If any corporation fails to provide notice as required under this subsection, no corporate action taken after the date stated in or fixed in accordance with the corporation's bylaws for the annual meeting shall be valid. |
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| 2180 | 2180 | | |
|---|
| 2181 | 2181 | | (5) If any nonprofit, nonshare corporation chartered under Section 79-11-101 et seq., for the purpose of owning and operating rural waterworks fails to hold an annual meeting, no corporate action taken after the date stated in or fixed in accordance with the corporation's bylaws for the annual meeting shall be valid. |
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| 2182 | 2182 | | |
|---|
| 2183 | 2183 | | SECTION 144. Section 79-11-395, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2184 | 2184 | | |
|---|
| 2185 | 2185 | | 79-11-395. Section 79-11-101 et seq. apply to all domestic nonprofit, nonshare corporations in existence on its effective date that were incorporated under Section 79-11-1 or any predecessor thereto. |
|---|
| 2186 | 2186 | | |
|---|
| 2187 | 2187 | | SECTION 145. Section 79-11-397, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2188 | 2188 | | |
|---|
| 2189 | 2189 | | 79-11-397. (1) A foreign corporation authorized to transact business in this state on January 1, 1988, Section 79-11-101 et seq. is subject to Section 79-11-101 et seq. but is not required to obtain a new certificate of authority to transact business under Section 79-11-101 et seq. |
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| 2190 | 2190 | | |
|---|
| 2191 | 2191 | | (2) A foreign corporation domesticated in this state on January 1, 1988, is subject to Section 79-11-101 et seq., and its status shall automatically change from a foreign corporation domesticated in this state to that of a foreign corporation authorized to transact business in this state, and such corporation is not required to obtain a new certificate of authority to transact business under Section 79-11-101 et seq. |
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| 2192 | 2192 | | |
|---|
| 2193 | 2193 | | SECTION 146. Section 79-11-399, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2194 | 2194 | | |
|---|
| 2195 | 2195 | | 79-11-399. (1) Except as provided in subsection (2) of this section, the repeal of a statute by Section 79-11-101 et seq. does not affect: |
|---|
| 2196 | 2196 | | |
|---|
| 2197 | 2197 | | (a) The operation of the statute or any action taken under it before its repeal; |
|---|
| 2198 | 2198 | | |
|---|
| 2199 | 2199 | | (b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; |
|---|
| 2200 | 2200 | | |
|---|
| 2201 | 2201 | | (c) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation before its repeal; |
|---|
| 2202 | 2202 | | |
|---|
| 2203 | 2203 | | (d) Any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed; or |
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| 2204 | 2204 | | |
|---|
| 2205 | 2205 | | (e) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent. |
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| 2206 | 2206 | | |
|---|
| 2207 | 2207 | | (2) If a penalty or punishment imposed for violation of a statute repealed by Section 79-11-101 et seq. is reduced by Section 79-11-101 et seq., the penalty or punishment, if not already imposed, shall be imposed in accordance with Section 79-11-101 et seq. |
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| 2208 | 2208 | | |
|---|
| 2209 | 2209 | | (3) This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 USC Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act. |
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| 2210 | 2210 | | |
|---|
| 2211 | 2211 | | SECTION 147. Section 79-11-401, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2212 | 2212 | | |
|---|
| 2213 | 2213 | | 79-11-401. Except as may be otherwise provided in Sections 79-11-31, 79-11-33 and 79-11-403, Section 79-11-101 et seq. apply to religious corporations. |
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| 2214 | 2214 | | |
|---|
| 2215 | 2215 | | SECTION 148. Section 79-11-403, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2216 | 2216 | | |
|---|
| 2217 | 2217 | | 79-11-403. (1) The following provisions shall not apply to religious corporations unless otherwise provided in their articles or bylaws: |
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| 2218 | 2218 | | |
|---|
| 2219 | 2219 | | (a) Section 79-11-133 |
|---|
| 2220 | 2220 | | |
|---|
| 2221 | 2221 | | (b) Section 79-11-189 |
|---|
| 2222 | 2222 | | |
|---|
| 2223 | 2223 | | (c) Section 79-11-193 |
|---|
| 2224 | 2224 | | |
|---|
| 2225 | 2225 | | (d) Section 79-11-213 |
|---|
| 2226 | 2226 | | |
|---|
| 2227 | 2227 | | (e) Section 79-11-239 |
|---|
| 2228 | 2228 | | |
|---|
| 2229 | 2229 | | (f) Section 79-11-245 |
|---|
| 2230 | 2230 | | |
|---|
| 2231 | 2231 | | (g) Section 79-11-282 |
|---|
| 2232 | 2232 | | |
|---|
| 2233 | 2233 | | (h) Section 79-11-359 |
|---|
| 2234 | 2234 | | |
|---|
| 2235 | 2235 | | (2) If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of Section 79-11-101 et seq. on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the Constitution of this state or both. |
|---|
| 2236 | 2236 | | |
|---|
| 2237 | 2237 | | SECTION 149. Section 79-11-405, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2238 | 2238 | | |
|---|
| 2239 | 2239 | | 79-11-405. (1) A nonprofit corporation granted a determination of exemption from tax as an organization described in Section 501(c)(3) of the Internal Revenue Code shall notify the Secretary of State, in the form and manner prescribed by the Secretary of State, within thirty (30) calendar days of the determination of exemption. |
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| 2240 | 2240 | | |
|---|
| 2241 | 2241 | | (2) If a nonprofit corporation's exemption from tax as an organization described in Section 501(c)(3) of the Internal Revenue Code is suspended or revoked, the nonprofit corporation shall notify the Secretary of State of the suspension or revocation, in the form and manner prescribed by the Secretary of State, within thirty (30) calendar days of the suspension or revocation. |
|---|
| 2242 | 2242 | | |
|---|
| 2243 | 2243 | | SECTION 150. Section 79-11-407, Mississippi Code of 1972, is brought forward as follows: |
|---|
| 2244 | 2244 | | |
|---|
| 2245 | 2245 | | 79-11-407. (1) Each nonprofit corporation, as defined in Section 79-11-127(z), shall file an annual report with the Secretary of State Business Services Division before May 15 of each year on a form prescribed by the Secretary of State. |
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| 2246 | 2246 | | |
|---|
| 2247 | 2247 | | (2) Each domestic nonprofit corporation and each foreign nonprofit corporation authorized to transact business in this state shall deliver an annual report to the Secretary of State for filing, on such date as may be established by the Secretary of State, which provides the following information: |
|---|
| 2248 | 2248 | | |
|---|
| 2249 | 2249 | | (a) The name of the nonprofit corporation and the state or country or other foreign jurisdiction under whose law it is organized; |
|---|
| 2250 | 2250 | | |
|---|
| 2251 | 2251 | | (b) The name, email address and street or physical address of its registered agent in this state; |
|---|
| 2252 | 2252 | | |
|---|
| 2253 | 2253 | | (c) The address of its principal office; |
|---|
| 2254 | 2254 | | |
|---|
| 2255 | 2255 | | (d) The name, titles and business address of its principal officer; |
|---|
| 2256 | 2256 | | |
|---|
| 2257 | 2257 | | (e) A brief description of the nature of its business; and |
|---|
| 2258 | 2258 | | |
|---|
| 2259 | 2259 | | (f) Whether it has received public funds and a listing of any governmental entity that distributed the public funds. The term "public funds" means funds received by the organization during its most recently completed fiscal year which were received from the State of Mississippi or any local governmental authority located within the State of Mississippi. |
|---|
| 2260 | 2260 | | |
|---|
| 2261 | 2261 | | (3) Information in the annual report must be current as of the date the annual report is executed on behalf of the nonprofit corporation. |
|---|
| 2262 | 2262 | | |
|---|
| 2263 | 2263 | | (4) If an annual report does not contain the information required by this section, the Secretary of State shall provide written notice promptly to the reporting nonprofit corporation and return the report for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within thirty (30) days after the effective date of notice, the report is deemed to be timely filed. |
|---|
| 2264 | 2264 | | |
|---|
| 2265 | 2265 | | (5) If the nonprofit corporation fails to file timely or fails to disclose the information required under this section, the corporation may be subject to the penalties of dissolution or disallowance of nonprofit status, or both. |
|---|
| 2266 | 2266 | | |
|---|
| 2267 | 2267 | | (6) The requirements of this section shall not apply to water associations as defined in Section 79-11-394. |
|---|
| 2268 | 2268 | | |
|---|
| 2269 | 2269 | | SECTION 151. This act shall take effect and be in force from and after July 1, 2025. |
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