Title 79, Corporations, Associations, and Partnerships

(a) Unless this chapter, the articles of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee. (b) Unless this chapter otherwise provides, the…

A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.

(a) Each member of the board of directors, when discharging the duties of a director, shall act:(1) In good faith, and(2) In a manner the director reasonably believes to be in the best interests of the corporation. (1) In good faith, and (2) In a manner the director reasonably be…

(a) A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that:(1) No defense by the director based o…

(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 79-4-6.40(a) or 79-4-14.09(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed withou…

(a) A corporation has the offices described in its bylaws or designated by the board of directors in accordance with the bylaws. (b) The board of directors may elect individuals to fill one or more offices of the corporation. A duly authorized officer may appoint one or more offi…

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 of…

(a) An officer, when performing in such capacity, shall act:(1) In good faith;(2) With the care that a person in a like position would reasonably exercise under similar circumstances; and(3) In a manner the officer reasonably believes to be in the best interests of the corporatio…

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer ac…

(a) The appointment of an officer does not itself create contract rights. (b) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.

(1) In this subarticle:(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger.(2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the…

(a) Except as otherwise provided in subsection (d) of this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if:(1) (i) He conducted himself in good faith; and(ii) He reasonably …

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of director…

(a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application, and after giving any notice it co…

(a) A corporation may not indemnify a director under Section 79-4-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Section 79-4-8.51.…

(a) A corporation may indemnify and advance expenses under this subarticle to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation:(1) To the same extent as to a director; and(2) If he is an officer but not a director, to such f…

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee or agent of…

(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification i…

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this subarticle.

(1) In Sections 79-4-8.60 through 79-4-8.63 and Section 79-4-8.70:(1) “Director’s conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation):(i) To which, at the relevant time, the d…

(a) A transaction effected or proposed to be effected by the corporation or by an entity controlled by the corporation may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a sh…

(a) Directors’ action respecting a director’s conflicting interest transaction is effective for purposes of Section 79-4-8.61(b)(1) if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the…

(a) Shareholders’ action respecting a director’s conflicting interest transaction is effective for purposes of Section 79-4-8.61(b)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after (1) notice to shareholders describin…

(a) A director’s taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that s…

(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the article…

If a corporation has not yet issued shares, its board of directors, or its incorporators, if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation.

(a) If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:(a) The proposed amendment must be adopted by the board of directors.(b) Except as provided in Sections 79-4-10.05, 79-4-10.07, and 79-4-10.08, after ado…

(a) If a corporation has more than one (1) class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by the Mississippi Business Corporation Act, on a proposed amendme…

(1) Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval:(1) To extend the duration of the corporation if it was incorporated at a time when limi…

(1) After an amendment to the articles of incorporation has been adopted and approved in the manner required by the Mississippi Business Corporation Act and by the articles of incorporation, the corporation shall deliver to the Secretary of State, for filing, articles of amendmen…

(a) A corporation’s board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. (b) If the restated articles include one or more new amendments that require shareholder appro…

(a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States. (b) The individua…

An amendment to the 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, or the existing rights of persons other than shareholders of the corporation. An amendment changing a…

(a) A corporation’s shareholders may amend or repeal the corporation’s bylaws. (b) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:(1) The articles of incorporation or Section 79-4-10.21 reserve that power exclusively to the shareholders in …

(a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:(1) If adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;(2) If adopted by the board of directors, either by the shareholders o…

(a) As used in this chapter:(a) “Merger” means a business combination pursuant to Section 79-4-11.02.(b) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an eligible entity.(c) “Party to a merger” or “party to …

(a) One or more domestic corporations may merge with a domestic or foreign corporation or eligible entity pursuant to a plan of merger. (b) A foreign corporation, or a domestic or foreign eligible entity, may be a party to the merger, or may be created by the terms of the plan of…

(a) Through a share exchange:(1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign eligible ent…

(a) In the case of a domestic corporation that is a party to a merger or share exchange:(a) The plan of merger or share exchange must be adopted by the board of directors.(b) Except as provided in subsection (g) and in Section 79-4-11.05, after adopting the plan of merger, the bo…

(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent (90%) of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary int…

(a) After a plan of merger or share exchange has been adopted and approved as required by the Mississippi Business Corporation Act, articles of merger or share exchange shall be signed on behalf of each party to the merger or share exchange by any officer or other duly authorized…

(a) When a merger becomes effective:(1) The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;(2) The separate existence of every corporation or eligible entity that is merged into the sur…

(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted a…

(1) No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide:(1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets in the usual and regular course of business;(2) To mortgage, pledg…

(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in Section 79-4-12.01, requires approval of the corporation’s shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corpo…