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U.S. State Codes
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Mississippi
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Title 79 - Corporations, As...
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Chapter 11 - Nonprofit, Non...
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Mississippi Nonprofit Corporation Act
Mississippi Nonprofit Corporation Act
§ 79-11-101. Short title
§ 79-11-103. Amendments and repeals
§ 79-11-105. Requirements for filing of documents
§ 79-11-107. Secretary may prescribe forms
§ 79-11-109. Filing fees; fee for serving process upon Secretary of State; fees for copying and certifying copy of filed document
§ 79-11-111. Effective date of filed documents
§ 79-11-113. Correction of filed documents
§ 79-11-115. Secretary of State to file documents; refusal to file document; filing of documents as ministerial
§ 79-11-117. Appeal of refusal to file document
§ 79-11-119. Certified copy of document as conclusive evidence of filing
§ 79-11-121. Certificate of existence, application for; contents of; conclusive evidence of good standing
§ 79-11-123. Signing false document which is to be filed as offense; penalty
§ 79-11-125. Secretary granted power to perform duties
§ 79-11-127. Definitions
§ 79-11-129. Notice, types; when effective; how addressed; electronic communications
§ 79-11-131. Petition to chancery court for alternative method for calling or conducting meeting of corporation members, delegates, or directors, or for obtaining their consent
§ 79-11-133. Notice to Attorney General of commencement of certain proceedings
§ 79-11-135. Persons who may act as incorporators
§ 79-11-137. Contents of articles of incorporation
§ 79-11-139. When corporate existence begins; filing of articles of incorporation as conclusive proof that conditions of incorporation satisfied
§ 79-11-141. Liability for purporting to act for corporation where incorporation has not occurred
§ 79-11-143. Organizational meeting after incorporation; written consents in lieu of organizational meeting
§ 79-11-145. Bylaws
§ 79-11-147. Emergency bylaws; emergency defined
§ 79-11-149. Activities for which corporations may be organized
§ 79-11-151. Powers of corporation
§ 79-11-153. Emergency powers of board of directors; notice during emergency; officers may be deemed directors during emergency; effect of emergency corporate action; emergency defined
§ 79-11-155. Challenge to corporation’s power to act
§ 79-11-157. Corporate name
§ 79-11-159. Reserving exclusive use of corporate name; transferring reserved corporate name
§ 79-11-171. Admission of person as member of corporation
§ 79-11-173. Consideration for admission of members to corporation
§ 79-11-175. Corporation not required to have members
§ 79-11-177. Rights and obligations of members
§ 79-11-179. Transfer of membership or right arising therefrom
§ 79-11-181. Liability of members for acts, debts, liabilities, or obligations of corporation
§ 79-11-183. Liability of members for dues, assessments or fees
§ 79-11-185. Actions by creditors to reach liability of member to corporation
§ 79-11-187. Resignation of member
§ 79-11-189. Expulsion or suspension of member or termination or suspension of membership
§ 79-11-191. Purchase by corporation of membership of member who resigns or whose membership is terminated
§ 79-11-193. Proceedings brought on behalf of domestic or foreign corporation
§ 79-11-195. Delegates
§ 79-11-197. Annual membership meeting
§ 79-11-199. Special meetings of members
§ 79-11-201. Court-ordered meeting of members
§ 79-11-203. Approval of action by members without holding meeting of members
§ 79-11-205. Notice of meetings of members; notice of adjourned meetings
§ 79-11-207. Waiver of notice requirements by member
§ 79-11-209. Record date
§ 79-11-211. Corporate action taken by ballot without meeting
§ 79-11-213. Preparation of list of members entitled to notice of meeting and members entitled to vote at meeting; list to be open for inspection; court may order inspection and copying of lists
§ 79-11-215. Each member to have one vote
§ 79-11-217. Quorum requirements
§ 79-11-219. Votes required for member action
§ 79-11-221. Voting by proxy
§ 79-11-223. Cumulative voting
§ 79-11-225. Method of election of directors
§ 79-11-227. Acceptance or rejection of vote, consent, waiver or proxy appointment
§ 79-11-229. Voting agreements between members
§ 79-11-231. Board of directors; persons authorized to exercise some or all of powers of board
§ 79-11-233. Qualifications for directors
§ 79-11-235. Number of directors
§ 79-11-237. Election, appointment or designation of directors
§ 79-11-239. Term of office of directors
§ 79-11-241. Staggering terms of directors
§ 79-11-243. Resignation of director
§ 79-11-245. Removal of directors
§ 79-11-247. Removal of designated director or appointed director
§ 79-11-249. Removal of director by court proceeding
§ 79-11-251. Filling of vacancy in board of directors
§ 79-11-253. Compensation of directors
§ 79-11-255. Meetings of board of directors
§ 79-11-257. Action taken by board of directors without meeting
§ 79-11-259. Notice of regular and special meetings of board of directors
§ 79-11-261. Waiver of notice of meeting of board of directors
§ 79-11-263. Quorum of board of directors; director present at meeting deemed to have assented to action taken; exceptions
§ 79-11-265. Committees of board of directors
§ 79-11-267. Director to act in best interests of corporation; director’s reliance upon others for information; liability of directors
§ 79-11-269. Conflict of interest transaction
§ 79-11-271. Officers of corporation
§ 79-11-273. Duties of officers
§ 79-11-275. Officers to act in best interests of corporation; reliance upon others for information; liability of officers
§ 79-11-277. Resignation or removal of officer
§ 79-11-279. Contract rights between officer and corporation
§ 79-11-281. Indemnification of director, officer, employee, or agent
§ 79-11-282. Restrictions on corporate loans; borrower’s liability
§ 79-11-283. Recordkeeping requirements
§ 79-11-285. Members’ right to inspect and copy corporation records; requirements
§ 79-11-287. Conditions on right to inspect; member’s agent or attorney has right to inspect and copy records; means of copying records; charges for copying documents by corporation; lists which satisfy demand for record of members
§ 79-11-289. Court-ordered inspection where corporation does not allow member to inspect and copy records
§ 79-11-291. Restrictions on use of membership lists
§ 79-11-293. Authorization for making distributions; conditions for corporation to purchase memberships
§ 79-11-295. Authorization to amend articles of incorporation
§ 79-11-297. Amendment of articles of incorporation prior to corporation’s acquisition of members
§ 79-11-299. Amendments to articles of incorporation which may be adopted by board of directors without action by members
§ 79-11-301. Procedures for making amendments to articles of incorporation
§ 79-11-303. Amendments to articles affecting members of class to be voted on by members of such class
§ 79-11-305. Filing of amendments to articles of incorporation
§ 79-11-307. Restatement of articles of incorporation
§ 79-11-309. Amendments to articles of incorporation to carry out court ordered reorganization
§ 79-11-311. Amendments to articles of incorporation not to affect legal status of corporation
§ 79-11-313. Adoption of amendments to bylaws where corporation has no members
§ 79-11-315. Approval of amendments to bylaws where corporation has members
§ 79-11-317. Amendments to bylaws affecting class of members to be voted on by such class
§ 79-11-319. Plan of merger of corporations
§ 79-11-321. Approval of plan of merger; abandonment of plan of merger
§ 79-11-323. Filing of articles of merger
§ 79-11-325. Effects of merger
§ 79-11-327. Merger of foreign corporation with domestic corporation
§ 79-11-329. Sale, lease, exchange, or other disposition of property in regular course of business; mortgaging or otherwise encumbering property
§ 79-11-331. Sale, lease, exchange, or other disposition of property not in regular course of business
§ 79-11-333. Dissolution by incorporators or directors of corporation that has no members
§ 79-11-335. Approval of dissolution by board of directors or members; notice requirements
§ 79-11-336. Application and distribution of assets of voluntarily dissolving corporation
§ 79-11-337. Contents and filing of articles of dissolution
§ 79-11-339. Revocation of dissolution
§ 79-11-341. Winding up and liquidation
§ 79-11-343. Disposition of known claims against dissolved corporation
§ 79-11-345. Notice of dissolution and request for presentation of claims against corporation; statute of limitations; enforcement of claims
§ 79-11-347. Administrative dissolution by Secretary of State, grounds for
§ 79-11-349. Administrative dissolution, procedures
§ 79-11-351. Reinstatement after administrative dissolution
§ 79-11-353. Denial of application for reinstatement following administrative dissolution; appeals
§ 79-11-355. Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution
§ 79-11-357. Court-ordered dissolution, venue; appropriate party defendants; authority of court with respect to
§ 79-11-359. Issuance of injunctions; appointment of receivers or custodians; application and distribution of corporation assets or proceeds from sale or other disposition
§ 79-11-361. Decree of judicial dissolution
§ 79-11-363. Foreign corporations, authority to transact business; transacting business defined
§ 79-11-365. Foreign corporation transacting business without certificate of authority not to maintain proceeding in any court; stay of proceeding until certificate obtained; penalty for transacting business without certificate of authority
§ 79-11-367. Foreign corporation, application for certificate of authority
§ 79-11-369. Foreign corporation, amended certificate of authority
§ 79-11-371. Effect of certificate of authority
§ 79-11-373. Corporate name of foreign corporation
§ 79-11-381. Service of process, demand or notice on foreign corporation
§ 79-11-383. Withdrawal of foreign corporation
§ 79-11-385. Revocation of certificate of authority of foreign corporation, grounds
§ 79-11-387. Issuance of certificate of revocation
§ 79-11-389. Appeal of revocation
§ 79-11-391. Status report of corporation
§ 79-11-393. Rural water companies, special requirements
§ 79-11-394. Rural waterworks corporations; financial reports; contents; notice; failure to file report; notice of annual meeting
§ 79-11-395. Application to pre-existing domestic nonprofit, nonshare corporations
§ 79-11-397. Application to pre-existing foreign corporations authorized to transact business
§ 79-11-399. Effect of repeal of prior statutes
§ 79-11-401. Application to religious corporations
§ 79-11-403. Certain provisions inapplicable to religious corporations; religious doctrine controlling in case of inconsistencies
§ 79-11-405. Nonprofit corporation to notify Secretary of State of determination, suspension or revocation of exemption from tax as Section 501(c)(3) organization