Mississippi Code
Mississippi Nonprofit Corporation Act
§ 79-11-313. Adoption of amendments to bylaws where corporation has no members

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.

Structure Mississippi Code

Mississippi Code

Title 79 - Corporations, Associations, and Partnerships

Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies

Mississippi Nonprofit Corporation Act

§ 79-11-101. Short title

§ 79-11-103. Amendments and repeals

§ 79-11-109. Filing fees; fee for serving process upon Secretary of State; fees for copying and certifying copy of filed document

§ 79-11-119. Certified copy of document as conclusive evidence of filing

§ 79-11-125. Secretary granted power to perform duties

§ 79-11-127. Definitions

§ 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

§ 79-11-191. Purchase by corporation of membership of member who resigns or whose membership is terminated

§ 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

§ 79-11-299. 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

§ 79-11-305. 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

§ 79-11-355. Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution

§ 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

§ 79-11-401. Application to religious corporations