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:
If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in Section 79-11-101 et seq. for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds (2/3) of votes cast or a majority of the voting power, whichever is less.
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.
Structure Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies
Mississippi Nonprofit Corporation Act
§ 79-11-103. Amendments and repeals
§ 79-11-119. Certified copy of document as conclusive evidence of filing
§ 79-11-125. Secretary granted power to perform duties
§ 79-11-135. Persons who may act as incorporators
§ 79-11-141. Liability for purporting to act for corporation where incorporation has not occurred
§ 79-11-149. Activities for which corporations may be organized
§ 79-11-151. Powers 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
§ 79-11-181. Liability of members for acts, debts, liabilities, or obligations of corporation
§ 79-11-183. Liability of members for dues, assessments or fees
§ 79-11-225. Method of election of directors
§ 79-11-233. Qualifications for directors
§ 79-11-241. Staggering terms of directors
§ 79-11-253. Compensation of directors
§ 79-11-273. Duties of officers
§ 79-11-281. Indemnification of director, officer, employee, or agent
§ 79-11-291. Restrictions on use of membership lists
§ 79-11-295. Authorization to amend articles of incorporation
§ 79-11-297. Amendment of articles of incorporation prior to corporation's acquisition of members
§ 79-11-301. Procedures for making amendments to articles of incorporation
§ 79-11-305. Filing of amendments to articles of incorporation
§ 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
§ 79-11-323. Filing of articles of merger
§ 79-11-336. Application and distribution of assets of voluntarily dissolving corporation
§ 79-11-347. Administrative dissolution by Secretary of State, grounds for
§ 79-11-381. Service of process, demand or notice on foreign corporation
§ 79-11-393. Rural water companies, special requirements
§ 79-11-395. Application to pre-existing domestic nonprofit, nonshare corporations