Mississippi commonly permits
corporations, and nonprofits to conduct remote and virtual meetings. Remote
meetings contingent on an association’s articles of incorporation, charter, or bylaws.
The Mississippi Nonprofit Corporation Act governs nonprofit corporations about
corporate structure and procedure. If an association is organized as a
nonprofit, as is the case with most Mississippi associations, it will be
governed by the Nonprofit Corporations Act. Contact your association’s attorney
to see what your community’s options are for virtual meetings based upon your
governing documents.
2019
Mississippi Code Title 79 - Corporations, Associations, and Partnerships
Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies Mississippi
Nonprofit Corporation Act § 79-11-255. Meetings of board of directors
(1) The
board of directors may hold regular or special meetings in or out of this
state.
(2)
Unless the articles of incorporation or bylaws provide otherwise, the board of
directors may permit any or all directors to participate in a regular or
special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means
is deemed to be present in person at the meeting.
Universal
Citation: MS Code §
79-11-255 (2019)
2013
Mississippi Code Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES MISSISSIPPI
NONPROFIT CORPORATION ACT
§
79-11-147 - Emergency bylaws; emergency defined
(1)
Unless the articles provide otherwise, the directors of a corporation may adopt
bylaws to be effective only in an emergency defined in subsection (4) of this
section. The emergency bylaws, which are subject to amendment or repeal by the
members, may provide special procedures necessary for managing the corporation
during the emergency, including:
(a) How
to call a meeting of the board;
(b)
Quorum requirements for the meeting; and
(c)
Designation of additional or substitute directors.
(2) All
provisions of the regular bylaws consistent with the emergency bylaws remain
effective during the emergency. The emergency bylaws are not effective after
the emergency ends.
(3)
Corporate action taken in good faith in accordance with the emergency bylaws:
(a) Binds
the corporation; and
(b) May
not be used to impose liability on a corporate director, officer, employee or
agent.
(4) An
emergency exists for purposes of this section if a quorum of the corporation's
directors cannot readily be assembled because of some catastrophic event.
Universal
Citation: MS Code §
79-11-147 (2013)
2013
Mississippi Code Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES
MISSISSIPPI NONPROFIT CORPORATION ACT § 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
(1) In
anticipation of or during an emergency defined in subsection (4) of this
section, the board of directors of a corporation may:
(a)
Modify lines of succession to accommodate the incapacity of any director,
officer, employee or agent; and
(b)
Relocate the principal office, designate alternative principal offices or
regional offices, or authorize the officer to do so.
(2)
During an emergency defined in subsection (4) of this section, unless emergency
bylaws provide otherwise:
(a)
Notice of a meeting of the board of directors need be given only to those
directors whom it is practicable to reach and may be given in any practicable
manner, including by publication and radio; and
(b) One
or more officers of the corporation present at a meeting of the board of directors
may be deemed to be directors for the meeting, in order of rank and within the
same rank in order of seniority, as necessary to achieve a quorum.
(3)
Corporate action taken in good faith during an emergency under this section to
further the ordinary affairs of the corporation:
(a) Binds
the corporation; and
(b) May
not be used to impose liability on a corporate director, officer, employee or
agent.
(4) An
emergency exists for purposes of this section if a quorum of the corporation's
directors cannot readily be assembled because of some catastrophic event.
Universal
Citation: MS Code §
79-11-153 (2013)