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Mississippi Nonprofit Corporation Act
Law
Mississippi Code
Corporations, Associations, and Partnerships
Nonprofit, Nonshare Corporations and Religious Societies
Mississippi Nonprofit Corporation Act
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Section
79-11-101
Short title
Section
79-11-103
Amendments and repeals
Section
79-11-105
Requirements for filing of documents
Section
79-11-107
Secretary may prescribe forms
Section
79-11-109
Filing fees; fee for serving process upon Secretary of State; fees for copying and certifying copy of filed document
Section
79-11-111
Effective date of filed documents
Section
79-11-113
Correction of filed documents
Section
79-11-115
Secretary of State to file documents; refusal to file document; filing of documents as ministerial
Section
79-11-117
Appeal of refusal to file document
Section
79-11-119
Certified copy of document as conclusive evidence of filing
Section
79-11-121
Certificate of existence, application for; contents of; conclusive evidence of good standing
Section
79-11-123
Signing false document which is to be filed as offense; penalty
Section
79-11-125
Secretary granted power to perform duties
Section
79-11-127
Definitions
Section
79-11-129
Notice, types; when effective; how addressed; electronic communications
Section
79-11-131
Petition to chancery court for alternative method for calling or conducting meeting of corporation members, delegates, or directors, or for obtaining their consent
Section
79-11-133
Notice to Attorney General of commencement of certain proceedings
Section
79-11-135
Persons who may act as incorporators
Section
79-11-137
Contents of articles of incorporation
Section
79-11-139
When corporate existence begins; filing of articles of incorporation as conclusive proof that conditions of incorporation satisfied
Section
79-11-141
Liability for purporting to act for corporation where incorporation has not occurred
Section
79-11-143
Organizational meeting after incorporation; written consents in lieu of organizational meeting
Section
79-11-145
Bylaws
Section
79-11-147
Emergency bylaws; emergency defined
Section
79-11-149
Activities for which corporations may be organized
Section
79-11-151
Powers of corporation
Section
79-11-153
Emergency powers of board of directors; notice during emergency; officers may be deemed directors during emergency; effect of emergency corporate action; emergency defined
Section
79-11-155
Challenge to corporation's power to act
Section
79-11-157
Corporate name
Section
79-11-159
Reserving exclusive use of corporate name; transferring reserved corporate name
Section
79-11-161
Repealed
Section
79-11-163
Repealed
Section
79-11-165
Repealed
Section
79-11-167
Repealed
Section
79-11-169
Repealed
Section
79-11-171
Admission of person as member of corporation
Section
79-11-173
Consideration for admission of members to corporation
Section
79-11-175
Corporation not required to have members
Section
79-11-177
Rights and obligations of members
Section
79-11-179
Transfer of membership or right arising therefrom
Section
79-11-181
Liability of members for acts, debts, liabilities, or obligations of corporation
Section
79-11-183
Liability of members for dues, assessments or fees
Section
79-11-185
Actions by creditors to reach liability of member to corporation
Section
79-11-187
Resignation of member
Section
79-11-189
Expulsion or suspension of member or termination or suspension of membership
Section
79-11-191
Purchase by corporation of membership of member who resigns or whose membership is terminated
Section
79-11-193
Proceedings brought on behalf of domestic or foreign corporation
Section
79-11-195
Delegates
Section
79-11-197
Annual membership meeting
Section
79-11-199
Special meetings of members
Section
79-11-201
Court-ordered meeting of members
Section
79-11-203
Approval of action by members without holding meeting of members
Section
79-11-205
Notice of meetings of members; notice of adjourned meetings
Section
79-11-207
Waiver of notice requirements by member
Section
79-11-209
Record date
Section
79-11-211
Corporate action taken by ballot without meeting
Section
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
Section
79-11-215
Each member to have one vote
Section
79-11-217
Quorum requirements
Section
79-11-219
Votes required for member action
Section
79-11-221
Voting by proxy
Section
79-11-223
Cumulative voting
Section
79-11-225
Method of election of directors
Section
79-11-227
Acceptance or rejection of vote, consent, waiver or proxy appointment
Section
79-11-229
Voting agreements between members
Section
79-11-231
Board of directors; persons authorized to exercise some or all of powers of board
Section
79-11-233
Qualifications for directors
Section
79-11-235
Number of directors
Section
79-11-237
Election, appointment or designation of directors
Section
79-11-239
Term of office of directors
Section
79-11-241
Staggering terms of directors
Section
79-11-243
Resignation of director
Section
79-11-245
Removal of directors
Section
79-11-247
Removal of designated director or appointed director
Section
79-11-249
Removal of director by court proceeding
Section
79-11-251
Filling of vacancy in board of directors
Section
79-11-253
Compensation of directors
Section
79-11-255
Meetings of board of directors
Section
79-11-257
Action taken by board of directors without meeting
Section
79-11-259
Notice of regular and special meetings of board of directors
Section
79-11-261
Waiver of notice of meeting of board of directors
Section
79-11-263
Quorum of board of directors; director present at meeting deemed to have assented to action taken; exceptions
Section
79-11-265
Committees of board of directors
Section
79-11-267
Director to act in best interests of corporation; director's reliance upon others for information; liability of directors
Section
79-11-269
Conflict of interest transaction
Section
79-11-270
Liability of director for unlawful distribution
Section
79-11-271
Officers of corporation
Section
79-11-273
Duties of officers
Section
79-11-275
Officers to act in best interests of corporation; reliance upon others for information; liability of officers
Section
79-11-277
Resignation or removal of officer
Section
79-11-279
Contract rights between officer and corporation
Section
79-11-281
Indemnification of director, officer, employee, or agent
Section
79-11-282
Restrictions on corporate loans; borrower's liability
Section
79-11-283
Recordkeeping requirements
Section
79-11-285
Members' right to inspect and copy corporation records; requirements
Section
79-11-287
Conditions on right to inspect; member's agent or attorney has right to inspect and copy records; means of copying records; charges for copying documents by corporation; lists which satisfy demand for record of members
Section
79-11-289
Court-ordered inspection where corporation does not allow member to inspect and copy records
Section
79-11-291
Restrictions on use of membership lists
Section
79-11-293
Authorization for making distributions; conditions for corporation to purchase memberships
Section
79-11-295
Authorization to amend articles of incorporation
Section
79-11-297
Amendment of articles of incorporation prior to corporation's acquisition of members
Section
79-11-299
Amendments to articles of incorporation which may be adopted by board of directors without action by members
Section
79-11-301
Procedures for making amendments to articles of incorporation
Section
79-11-303
Amendments to articles affecting members of class to be voted on by members of such class
Section
79-11-305
Filing of amendments to articles of incorporation
Section
79-11-307
Restatement of articles of incorporation
Section
79-11-309
Amendments to articles of incorporation to carry out court ordered reorganization
Section
79-11-311
Amendments to articles of incorporation not to affect legal status of corporation
Section
79-11-313
Adoption of amendments to bylaws where corporation has no members
Section
79-11-315
Approval of amendments to bylaws where corporation has members
Section
79-11-317
Amendments to bylaws affecting class of members to be voted on by such class
Section
79-11-319
Plan of merger of corporations
Section
79-11-321
Approval of plan of merger; abandonment of plan of merger
Section
79-11-323
Filing of articles of merger
Section
79-11-325
Effects of merger
Section
79-11-327
Merger of foreign corporation with domestic corporation
Section
79-11-329
Sale, lease, exchange, or other disposition of property in regular course of business; mortgaging or otherwise encumbering property
Section
79-11-331
Sale, lease, exchange, or other disposition of property not in regular course of business
Section
79-11-333
Dissolution by incorporators or directors of corporation that has no members
Section
79-11-335
Approval of dissolution by board of directors or members; notice requirements
Section
79-11-336
Application and distribution of assets of voluntarily dissolving corporation
Section
79-11-337
Contents and filing of articles of dissolution
Section
79-11-339
Revocation of dissolution
Section
79-11-341
Winding up and liquidation
Section
79-11-343
Disposition of known claims against dissolved corporation
Section
79-11-345
Notice of dissolution and request for presentation of claims against corporation; statute of limitations; enforcement of claims
Section
79-11-347
Administrative dissolution by Secretary of State, grounds for
Section
79-11-349
Administrative dissolution, procedures
Section
79-11-351
Reinstatement after administrative dissolution
Section
79-11-353
Denial of application for reinstatement following administrative dissolution; appeals
Section
79-11-355
Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution
Section
79-11-357
Court-ordered dissolution, venue; appropriate party defendants; authority of court with respect to
Section
79-11-359
Issuance of injunctions; appointment of receivers or custodians; application and distribution of corporation assets or proceeds from sale or other disposition
Section
79-11-361
Decree of judicial dissolution
Section
79-11-363
Foreign corporations, authority to transact business; transacting business defined
Section
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
Section
79-11-367
Foreign corporation, application for certificate of authority
Section
79-11-369
Foreign corporation, amended certificate of authority
Section
79-11-371
Effect of certificate of authority
Section
79-11-373
Corporate name of foreign corporation
Section
79-11-375
Repealed
Section
79-11-377
Repealed
Section
79-11-379
Repealed
Section
79-11-381
Service of process, demand or notice on foreign corporation
Section
79-11-383
Withdrawal of foreign corporation
Section
79-11-385
Revocation of certificate of authority of foreign corporation, grounds
Section
79-11-387
Issuance of certificate of revocation
Section
79-11-389
Appeal of revocation
Section
79-11-391
Status report of corporation
Section
79-11-393
Rural water companies, special requirements
Section
79-11-394
Rural waterworks corporations; financial reports; contents; notice; failure to file report; notice of annual meeting
Section
79-11-395
Application to pre-existing domestic nonprofit, nonshare corporations
Section
79-11-397
Application to pre-existing foreign corporations authorized to transact business
Section
79-11-399
Effect of repeal of prior statutes
Section
79-11-401
Application to religious corporations
Section
79-11-403
Certain provisions inapplicable to religious corporations; religious doctrine controlling in case of inconsistencies
Section
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