MISSISSIPPI LEGISLATURE

1997 Regular Session

To: Judiciary

By: Senator(s) Robertson

Senate Bill 2742

AN ACT TO AMEND SECTION 79-4-1.20, MISSISSIPPI CODE OF 1972, TO PROVIDE FOR ELECTRONIC FILING WITH THE SECRETARY OF STATE UNDER THE MISSISSIPPI BUSINESS CORPORATION ACT; TO AMEND SECTION 79-4-1.23, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT FILING IS A FUNCTION OF THE OFFICE OF THE SECRETARY OF STATE, AND TO SPECIFY THE POINT AT WHICH FILING OCCURS; TO AMEND SECTIONS 79-4-1.24, 79-4-1.25 AND 79-4-1.27, MISSISSIPPI CODE OF 1972, IN CONFORMITY; TO AMEND SECTION 79-4-1.40, MISSISSIPPI CODE OF 1972, TO ENACT AND REVISE DEFINITIONS FOR "DELIVERY", "ELECTRONIC TRANSMISSION" AND "SIGN"; TO AMEND SECTION 79-4-1.41, MISSISSIPPI CODE OF 1972, IN CONFORMITY; TO AMEND SECTIONS 79-12-3, 79-12-5, 79-12-87, 79-12-109, 79-14-101, 79-14-201, 79-14-202, 79-14-203, 79-14-204, 79-14-206, 79-14-207, 79-14-209, 79-14-210, 79-14-902, 79-14-903, 79-14-905 AND 79-14-906, MISSISSIPPI CODE OF 1972, TO ALLOW ELECTRONIC FILING WITH THE SECRETARY OF STATE FOR PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS; TO AMEND SECTIONS 79-29-103, 79-29-104, 79-29-105, 79-29-106, 79-29-201, 79-29-202, 79-29-203, 79-29-204, 79-29-205, 79-29-206, 79-29-207, 79-29-209, 79-29-301, 79-29-1002, 79-29-1003, 79-29-1005 AND 79-29-1006, MISSISSIPPI CODE OF 1972, TO ALLOW ELECTRONIC FILING WITH THE SECRETARY OF STATE FOR LIMITED LIABILITY COMPANIES AND FOREIGN LIMITED LIABILITY COMPANIES; TO AMEND SECTIONS 79-11-105, 79-11-111, 79-11-113, 79-11-115, 79-11-119, 79-11-127 AND 79-11-129, MISSISSIPPI CODE OF 1972, TO ALLOW ELECTRONIC FILING WITH THE SECRETARY OF STATE FOR NON-PROFIT CORPORATIONS; TO AMEND SECTION 79-4-7.02, MISSISSIPPI CODE OF 1972, TO MAKE PROVISION FOR REVOCATION OF A DEMAND FOR A SPECIAL MEETING BY A SHAREHOLDER; TO CODIFY SECTION 79-4-7.08, MISSISSIPPI CODE OF 1972, TO MAKE CERTAIN PROVISIONS REGARDING THE HOLDING OF SHAREHOLDER MEETINGS; TO AMEND SECTIONS 79-4-7.22 AND 79-4-7.24, MISSISSIPPI CODE OF 1972, TO ALLOW ELECTRONIC FILINGS BY SHAREHOLDERS OF PROXIES AND VOTES; TO CODIFY SECTION 79-4-7.29, MISSISSIPPI CODE OF 1972, TO PROVIDE FOR ELECTION INSPECTORS; TO AMEND SECTION 79-11-151, MISSISSIPPI CODE OF 1972, TO REVISE THE POWERS OF NON-PROFIT CORPORATIONS; AND FOR RELATED PURPOSES. 

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:

SECTION 1. Section 79-4-1.20, Mississippi Code of 1972, is amended as follows:

79-4-1.20. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State.

(b) Section 79-4-1.01 et seq. must require or permit filing the document in the office of the Secretary of State.

(c) The document must contain the information required by Section 79-4-1.01 et seq. It may contain other information as well.

(d) The document must be typewritten or printed, or, if electronically transmitted, it must be in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form.

(e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(f) The document must be executed:

(1) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;

(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or

(3) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(g) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain * * * a corporate seal, * * * an attestation, * * * acknowledgement or verification * * *. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing.

(h) If the Secretary of State has prescribed a mandatory form for the document under Section 79-4-1.21, the document must be in or on the prescribed form.

(i) The document must be delivered to the office of the Secretary of State for filing * * *. Delivery may be made by electronic transmission if, to the extent and in the manner permitted by the Secretary of State. If it is filed in typewritten or printed form and not transmitted electronically, the Secretary of State may require one exact or conformed copy to be delivered with the document except as provided in Sections 79-4-5.03 and 79-4-15.09.

(j) When the document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty required to be paid therewith by this Act or any other law must be paid or provision for payment made in a manner permitted by the Secretary of State.

SECTION 2. Section 79-4-1.23, Mississippi Code of 1972, is amended as follows:

79-4-1.23. (a) Except as provided in subsection (b) and Section 79-4-1.24(c), a document accepted for filing is effective:

(1) At the date and time of filing * * *, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or

(2) At the time specified in the document as its effective time on the date it is filed.

(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.

(c) Notwithstanding subsections (a) and (b) of this section, any document that has a delayed effective time and date shall not become effective if, prior to the effective time and date, a statement of withdrawal is filed with the Secretary of State.

SECTION 3. Section 79-4-1.24, Mississippi Code of 1972, is amended as follows:

79-4-1.24. (a) A domestic or foreign corporation may correct a document filed by the Secretary of State if (1) the document * * * contains an inaccuracy, or (2) the document was defectively executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective.

(b) A document is corrected:

(1) By preparing articles of correction that (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the inaccuracy or defect to be corrected, and (iii) correct the inaccuracy or defect; and

(2) By delivering the articles to the Secretary of State for filing.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

SECTION 4. Section 79-4-1.25, Mississippi Code of 1972, is amended as follows:

79-4-1.25. (a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Section 79-4-1.20, the Secretary of State shall file it.

(b) The Secretary of State files a document by recording it as filed on the date and time of receipt * * *. After filing a document, except as provided in Sections 79-4-5.03 and 79-4-15.09, the Secretary of State shall deliver * * * to the domestic or foreign corporation or its representative a copy of the document with an acknowledgment of the date and time of filing.

(c) If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason for his refusal.

(d) The Secretary of State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not:

(1) Affect the validity or invalidity of the document in whole or part;

(2) Relate to the correctness or incorrectness of information contained in the document;

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

SECTION 5. Section 79-4-1.27, Mississippi Code of 1972, is amended as follows:

79-4-1.27. A certificate from the Secretary of State delivered with a copy of the document filed by the Secretary of State, * * * is conclusive evidence that the original document is on file with the Secretary of State.

SECTION 6. Section 79-4-1.40, Mississippi Code of 1972, is amended as follows:

79-4-1.40. In Section 79-4-1.01 et seq.:

(1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.

(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

(3) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

(4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of Section 79-4-1.01 et seq.

(5) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.

(6) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption or other acquisition of shares; a distribution of indebtedness; or otherwise.

(7) "Effective date of notice" is defined in Section 79-4-1.41.

(8) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

(9) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee.

(10) "Entity" includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust and two (2) or more persons having a joint or common economic interest; and state, United States and foreign government.

(11) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.

(12) "Governmental subdivision" includes authority, county, district and municipality.

(13) "Includes" denotes a partial definition.

(14) "Individual" includes the estate of an incompetent or deceased individual.

(15) "Means" denotes an exhaustive definition.

(16) "Notice" is defined in Section 79-4-1.41.

(17) "Person" includes individual and entity.

(18) "Principal office" means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

(19) "Proceeding" includes civil suit and criminal, administrative and investigatory action.

(20) "Record date" means the date established under Article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of Section 79-4-1.01 et seq. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(21) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 79-4-8.40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(22) "Shares" mean the unit into which the proprietary interests in a corporation are divided.

(23) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(24) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

(25) "State," when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States.

(26) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(27) "United States" includes district, authority, bureau, commission, department and any other agency of the United States.

(28) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or Section 79-4-1.01 et seq. are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or Section 79-4-1.01 et seq. to vote generally on the matter are for that purpose a single voting group.

SECTION 7. Section 79-4-1.41, Mississippi Code of 1972, is amended as follows:

79-4-1.41. (a) Notice under Sections 79-4-1.01 et seq. shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.

(b) Notice may be communicated in person; * * * by mail or other method of delivery; or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.

(c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective (i) upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders, or (ii) when electronically transmitted to the shareholder in a manner authorized by the shareholder.

(d) Written notice to a domestic or foreign corporation (authorized to transact business in this state) may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(e) Except as provided in subsection (c) * * *, written notice, if in a comprehensible form, is effective at the earliest of the following:

(1) When received;

(2) Five (5) days after its deposit in the United States mail, * * * if mailed postpaid and correctly addressed;

(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Oral notice is effective when communicated if communicated in a comprehensible manner.

(g) If Sections 79-4-1.01 et seq. prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation, or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of Sections 79-4-1.01 et seq., those requirements govern.

SECTION 8. Section 79-12-3, Mississippi Code of 1972, is amended as follows:

79-12-3. In this chapter, "court" includes every court and judge having jurisdiction in the case.

"Business" includes every trade, occupation or profession.

"Person" includes individuals, partnerships, corporations and other associations.

"Bankrupt" includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent act.

"Conveyance" includes every assignment, lease, mortgage or encumbrance.

"Foreign limited liability partnership" means an entity that is a limited liability partnership or registered limited liability partnership organized under laws of a state other than the laws of this state, or under the laws of any foreign country, that affords to each of its partners, pursuant to the laws under which it is organized, limited liability with respect to all or a portion of the liabilities of the entity.

"Limited liability partnership" means a partnership formed and existing under the laws of this state and registered under Section 79-12-87.

"Real property" includes land and any interest or estate in land.

"Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

"Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. If delivery is to the Secretary of State, delivery may be made by electronic transmission, if made to the extent and the manner permitted by the Secretary of State.

"Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

SECTION 9. Section 79-12-5, Mississippi Code of 1972, is amended as follows:

79-12-5. (1) A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.

(2) A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice:

(a) States the fact to such person, or

(b) Delivers * * * a written statement of the fact to such person or to a proper person at his place of business or residence, or

(c) By other method of delivery or by telephone, voice mail or other electronic means at his place of business or residence.

SECTION 10. Section 79-12-87, Mississippi Code of 1972, is amended as follows:

79-12-87. (1) To become a limited liability partnership, a partnership shall deliver to the Office of the Secretary of State for filing one (1) original certificate of registration setting forth either in typewritten or printed form or, if electronically transmitted, in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form:

(a) The name of the partnership;

(b) The street and mailing address of its principal office;

(c) If the partnership has a specific date of dissolution, the latest date upon which the partnership is to dissolve; and

(d) Any other matters that the partnership determines to include.

(2) The certificate shall be signed by one or more partners authorized to execute the certificate.

(3) If the Secretary of State finds that a certificate of registration meets the requirements of this section and all requisite fees as provided in Section 79-12-111 of this chapter have been paid, he shall:

(a) Endorse on the original the word "Filed" and the month, day and year of the filing thereof;

(b) File in his office the original of the certificate; and

(c) Return a copy to the person who delivered it for filing or his representative.

(4) Registration is effective at the date and time of filing the certificate of registration by the Secretary of State, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, or at any later time within ninety (90) days after the certificate is filed specified in the certificate, if, in either case, the certificate so filed substantially complies with the requirements of this chapter. Registration remains effective until it is voluntarily cancelled by delivery to the office of the Secretary of State for filing a certificate of cancellation signed by one or more partners authorized to execute it and paying the fee set forth in Section 79-12-111. A limited liability partnership shall cancel its registration upon completion of the winding up of its affairs.

(5) The status of a partnership as a limited liability partnership, and the liability of the partners thereof, shall not be affected by (a) errors in the information stated in a certificate under subsection (1) of this section, * * * (b) changes after the filing of the certificate in the information stated in the certificate, or (c) defects in the electronic transmission of the certificate.

(6) The provisions of Section 79-12-29(2) shall apply with respect to partnerships registered under this Section 79-12-87 and, until terminated, any successor partnership which continues the business of a dissolved partnership under the same name.

(7) If any statement in the certificate of registration of a limited liability partnership was false when made, * * * any arrangements or other facts described therein change, making the certificate inaccurate in any respect, or the delivery of the certificate by electronic transmission was defective, the limited liability partnership shall promptly deliver to the office of the Secretary of State for filing a certificate of amendment correcting the certificate of registration, together with the fee as set forth in Section 79-12-111 of this chapter. A certificate of amendment shall be signed by one or more partners authorized to execute it. The failure to correct an inaccurate certificate shall not affect the liability of the partners of the limited liability partnership.

(8) The Secretary of State may provide forms for the certificates described in this section, including forms electronically transmitted.

(9) The fact that a certificate of registration is on file in the office of the Secretary of State is notice that the partnership is a limited liability partnership formed under the laws of this state.

(10) A document required or permitted to be delivered for filing under this chapter which contains a copy of a signature, however made, is acceptable for filing.

SECTION 11. Section 79-12-109, Mississippi Code of 1972, is amended as follows:

79-12-109. A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the office of the Secretary of State for filing under this chapter. An offense under this provision is a misdemeanor punishable by a fine not to exceed Five Hundred Dollars ($500.00).

SECTION 12. Section 79-14-101, Mississippi Code of 1972, is amended as follows:

79-14-101. As used in this chapter, unless the context otherwise requires:

(1) "Certificate of limited partnership" means the certificate referred to in Section 79-14-201, and the certificate as amended or restated.

(2) "Contribution" means any cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

(3) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission. If delivery is to the Secretary of State, delivery may be made by electronic transmission if, to the extent, and in the manner permitted by the Secretary of State.

(4) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

(5) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in Section 79-14-402.

(6) "Foreign limited partnership" means a partnership formed under the laws of another state or under the laws of a foreign country or foreign jurisdiction and having as partners one or more general partners and one or more limited partners (or their equivalence under any name).

(7) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement or the provisions of this chapter and named in the certificate of limited partnership as a general partner.

(8) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(9) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two (2) or more persons under the laws of this state and having one or more general partners and one or more limited partners.

(10) "Partner" means a limited or general partner.

(11) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(12) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of limited partnership assets.

(13) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited partnership, association, joint venture, government, governmental subdivision or agency, any other legal or commercial entity, nominee or any individual or entity in any representative capacity.

(14) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

(15) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

SECTION 13. Section 79-14-201, Mississippi Code of 1972, is amended as follows:

79-14-201. (a) In order to form a limited partnership, a certificate of limited partnership must be signed and delivered to the office of the Secretary of State for filing. The certificate must set forth:

(1) The name of the limited partnership;

(2) The street and mailing address of the office and the name and the street and mailing address of the registered agent for service of process, required to be maintained by Section 79-14-104;

(3) The name and the street and mailing address of each general partner;

(4) The latest date upon which the limited partnership is to dissolve; and

(5) Any other matters the general partners determine to include therein.

(b) A limited partnership is formed at the date and time of the filing of the certificate of limited partnership in the office of the Secretary of State, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.

(c) For all purposes, a copy of the certificate of limited partnership duly certified by the Secretary of State is conclusive evidence of the formation of a limited partnership and prima facie evidence of its existence.

SECTION 14. Section 79-14-202, Mississippi Code of 1972, is amended as follows:

79-14-202. (a) A certificate of limited partnership is amended by delivery of a certificate of amendment thereto to the office of the Secretary of State for filing. The certificate shall set forth:

(1) The name of the limited partnership;

(2) The future effective date of the amendment, which must be a date certain, unless it is effective upon the filing of the certificate of amendment; and

(3) The amendment to the certificate.

(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(c) Notwithstanding the requirements of subsection (b) of this section, within thirty (30) days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be delivered to the office of the Secretary of State for filing:

(1) The admission of a new general partner;

(2) The withdrawal of a general partner;

(3) The continuation of the business under Section 79-14-801 after an event of withdrawal of a general partner;

(4) A change in the name of the limited partnership;

(5) A change in the street or mailing address of the office of the limited partnership; or

(6) A change in the name or the street or mailing address of the registered agent of the limited partnership.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.

(e) Except as provided in Section 79-14-402(b), if an amendment to a certificate of limited partnership is delivered to the office of the Secretary of State in compliance with subsection (c) of this section, no person is subject to liability because the amendment was not filed earlier.

SECTION 15. Section 79-14-203, Mississippi Code of 1972, is amended as follows:

79-14-203. A certificate of dissolution must be delivered to the office of the Secretary of State for filing upon the dissolution and the commencement of winding up of the limited partnership pursuant to Article 8 of this chapter or at any time when there are no limited partners. A certificate of cancellation must be delivered to the office of the Secretary of State for filing upon completion of the winding up of the affairs of the limited partnership or upon a merger or consolidation, as provided in Section 79-14-211, by a limited partnership that is not the surviving or resulting limited partnership. Certificates of dissolution and cancellation must be delivered to the office of the Secretary of State for filing and must set forth:

(1) The name of the limited partnership;

(2) The reason for delivering the certificate of dissolution or cancellation to the Secretary of State for filing;

(3) The future effective date of dissolution or cancellation, which must be a date certain, unless it is effective upon the filing of the certificate by the Secretary of State; and

(4) Any other information the general partners delivering the certificate for filing determine.

SECTION 16. Section 79-14-204, Mississippi Code of 1972, is amended as follows:

79-14-204. (a) Each certificate required by this article to be filed in the office of the Secretary of State must be signed in the following manner:

(1) An original certificate of limited partnership must be signed by all general partners;

(2) A certificate of amendment must be signed by at least one (1) general partner and by each other general partner designated in the certificate as a new general partner; and

(3) Certificates of dissolution and cancellation must be signed by all general partners or, if there is no general partner, by the limited partners conducting the winding up of the limited partnership affairs under Section 79-14-803. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing.

(b) Any person may sign a certificate, a partnership agreement or any amendment to either by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

SECTION 17. Section 79-14-206, Mississippi Code of 1972, is amended as follows:

79-14-206. (a) One (1) original of a certificate of limited partnership and of any certificates of amendment, dissolution or cancellation, or of any judicial decree of amendment, dissolution or cancellation must be delivered to the office of the Secretary of State for filing. A person who signs a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing by the Secretary of State. If the Secretary of State finds that the certificate meets the requirements of this article and all filing fees required by Section 79-14-1104 have been paid, he shall:

(1) Endorse on the original the word "Filed" and the day, month and year of the filing thereof;

(2) File the original in his office; and

(3) Return a copy to the person who delivered it for filing or his representative.

(b) Upon the filing of a certificate of amendment or judicial decree of amendment by the Secretary of State or upon the future effective date of a certificate of amendment or judicial decree thereof, as provided for therein, the certificate of limited partnership shall be amended as set forth therein. Upon the filing of a certificate of dissolution or cancellation or a judicial decree thereof by the office of the Secretary of State or upon the future effective date of a certificate of dissolution or cancellation or a judicial decree thereof, the certificate of limited partnership is dissolved or cancelled, as the case may be.

SECTION 18. Section 79-14-207, Mississippi Code of 1972, is amended as follows:

79-14-207. (a) If a certificate of limited partnership or certificate of amendment, dissolution or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

(1) A person who signed the certificate, or caused another to sign it on his behalf, and knew, and a general partner who knew or should have known, the statement to be false at the time the certificate was signed; and

(2) A general partner who knew or should have known after the filing of the certificate that an arrangement or other fact described in the certificate had changed, making the statement in the filed certificate inaccurate in any respect, within a reasonably sufficient time before the statements were relied upon to have enabled that general partner to amend, dissolve or cancel the certificate, or to file a petition for its amendment, dissolution or cancellation under Section 79-14-205.

(b) Except as provided in Section 79-14-402(b), no person shall have any liability for failing pursuant to subsection (a)(2) of this section to cause the amendment, dissolution or cancellation of a certificate to be filed or failing to file a petition for its amendment, dissolution or cancellation pursuant to subsection (a)(2) of this section if the certificate of amendment, certificate of dissolution, certificate of cancellation or petition is filed by the Secretary of State within thirty (30) days of when that person knew or should have known to the extent provided in subsection (a)(2) of this section that the statement in the certificate was inaccurate in any respect.

SECTION 19. Section 79-14-209, Mississippi Code of 1972, is amended as follows:

79-14-209. Upon the return by the Secretary of State pursuant to Section 79-14-206 of a certificate marked "Filed," the general partners shall promptly deliver * * * a copy of the certificate of limited partnership and each certificate of amendment, dissolution or cancellation to each limited partner unless the partnership agreement provides otherwise.

SECTION 20. Section 79-14-210, Mississippi Code of 1972, is amended as follows:

79-14-210. (a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.

(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the certificate of limited partnership then in effect and operative, it shall be specifically designated in its heading as a "Restated Certificate of Limited Partnership" together with such other words as the limited partnership may deem appropriate. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership then in effect and operative, it shall be specifically designated in its heading as an "Amended and Restated Certificate of Limited Partnership" together with such other words as the partnership may deem appropriate. Both "Amended and Restated" and "Restated" certificates of limited partnership shall be signed and delivered for filing by the Secretary of State in the same manner as are certificates of amendment pursuant to Section 79-14-202.

(c) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

SECTION 21. Section 79-14-902, Mississippi Code of 1972, is amended as follows:

79-14-902. Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall deliver to the office of the Secretary of State for filing one (1) original of an application for registration as a foreign limited partnership, signed by a general partner and setting forth:

(1) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;

(2) The state and date of its formation;

(3) The name and street and mailing address of any registered agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the registered agent must be an individual resident of this state, a domestic corporation or a foreign corporation having a place of business in and authorized to do business in this state;

(4) A statement that the Secretary of State is appointed the registered agent of the foreign limited partnership for service of process if no registered agent has been appointed under paragraph (3) of this section or, if appointed, the registered agent's authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence;

(5) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, the address of the principal office of the foreign limited partnership;

(6) The name and mailing and street address of each general partner; and

(7) The mailing and street address of the office at which is kept a list of the names and addresses of the limited partners and their contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled.

SECTION 22. Section 79-14-903, Mississippi Code of 1972, is amended as follows:

79-14-903. If the Secretary of State finds that an application for registration meets the requirements of this article and all requisite fees as provided in Section 79-14-1104 have been paid, he shall:

(1) Endorse on the original the word "Filed" and the month, day and year of the filing thereof;

(2) File in his office the original of the application; and

(3) Return a copy to the person who delivered it for filing or his representative.

SECTION 23. Section 79-14-905, Mississippi Code of 1972, is amended as follows:

79-14-905. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly deliver to the office of the Secretary of State for filing a certificate, signed by a general partner, correcting such statement, together with a fee as set forth in Section 79-14-1104.

SECTION 24. Section 79-14-906, Mississippi Code of 1972, is amended as follows:

79-14-906. A foreign limited partnership may cancel its registration by delivering to the office of the Secretary of State for filing a certificate of cancellation signed by a general partner or such other person as may be authorized to do so under the laws of the state under which the foreign limited partnership is organized. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transaction of business in this state.

SECTION 25. Section 79-29-103, Mississippi Code of 1972, is amended as follows:

79-29-103. As used in this chapter, unless the context otherwise requires:

(a) "Certificate of formation" means the certificate referred to in Section 79-29-201, and the certificate as amended or restated.

(b) "Contribution" means any cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services, which a person contributes to a limited liability company in his capacity as a member.

(c) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. If delivery is to the Secretary of State, delivery may be made by electronic transmission, if, to the extent, and in the manner permitted by the Secretary of State.

(d) "Derivative proceeding" means a civil suit in the right of a limited liability company or, to the extent provided in Article 10 of this chapter, in the right of a foreign limited liability company.

(e) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

(f) "Event of dissociation" means an event that causes a person to cease to be a member as provided in Section 79-29-307.

(g) "Foreign limited liability company" means an entity that is an unincorporated association organized under laws other than the laws of this state that affords to each of its members, pursuant to the laws under which it is organized, limited liability with respect to liabilities of the entity.

(h) "Limited liability company" and "domestic limited liability company" mean an entity that is an unincorporated association that is formed and existing under this chapter.

(i) "Limited liability company agreement" means a written agreement of the members as to the affairs of a limited liability company and the conduct of its business.

(j) "Limited liability company interest" means a member's share of the profits and losses of a limited liability company and the right to receive distributions of limited liability company assets.

(k) "Manager" or "managers" means a person or persons who are named in, or selected or designated pursuant to, the certificate of formation or limited liability company agreement to manage the limited liability company to the extent and as provided in the certificate of formation or limited liability company agreement.

(l) "Member" means a person that has been admitted to a limited liability company as provided in Section 79-29-301 or, in the case of a foreign limited liability company, in accordance with the laws under which the foreign limited liability company is organized, and that has not dissociated from the limited liability company.

(m) "Person" means an individual, corporation, nonprofit corporation, business trust, estate, trust, partnership, limited partnership, association, joint venture, limited liability company, government, governmental subdivision or agency, any other legal or commercial entity, nominee or any individual or entity in any representative capacity.

(n) "Professional limited liability company" is a limited liability company formed and existing under Article 9 of this chapter.

(o) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

SECTION 26. Section 79-29-104, Mississippi Code of 1972, is amended as follows:

79-29-104. (1) The name of each limited liability company as set forth in its certificate of formation:

(a) Must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC";

(b) May contain the name of a member or manager;

(c) Except as authorized by subsection (2) of this section, must be distinguishable upon the records of the Secretary of State from (i) the name of any domestic or foreign corporation, nonprofit corporation, limited partnership or limited liability company organized or registered under the laws of this state; and (ii) a name reserved or registered in the office of the Secretary of State for any of the entities named in paragraph (1)(c)(i) of this section; and

(d) May not contain the following words: "bank," "banker," "bankers," "banking," "trust company," "insurance," "trust," "corporation," "incorporated," "partnership," "limited partnership," or any combination or abbreviation thereof, or any words or abbreviations of similar import.

(2) A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (1)(c) of this section. The Secretary of State shall authorize the use of the name applied for if:

(a) The other domestic or foreign limited liability company, limited partnership, corporation or nonprofit corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying limited liability company; or

(b) The applicant delivers to the office of the Secretary of State for filing a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

SECTION 27. Section 79-29-105, Mississippi Code of 1972, is amended as follows:

79-29-105. (1) The exclusive right to the use of a name may be reserved by:

(a) A person intending to organize a limited liability company under this chapter and to adopt that name;

(b) A domestic limited liability company or any foreign limited liability company registered in this state which, in either case, intends to adopt that name;

(c) A foreign limited liability company intending to register in this state and adopt that name; and

(d) A person intending to organize a foreign limited liability company and intending to have it registered in this state and adopt that name.

(2) The reservation shall be made by delivering to the office of the Secretary of State for filing an application, signed by the applicant, to reserve a specified name. If the Secretary of State finds that the name is available for use by a domestic or foreign limited liability company, he shall reserve the name for the exclusive use of the applicant for a period of one hundred eighty (180) days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty (60) days after the expiration of the last 180-day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by delivering to the office of the Secretary of State a notice of the transfer, signed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

(3) The reservation of a specified name may be cancelled by delivering to the office of the Secretary of State a notice of cancellation, specifying the name reservation to be canceled and the name and address of the applicant or transferee.

SECTION 28. Section 79-29-106, Mississippi Code of 1972, is amended as follows:

79-29-106. (1) Each limited liability company must continuously maintain in this state:

(a) A registered office which may be the same as any of its places of business; and

(b) A registered agent for service of process on the limited liability company, which agent must be either an individual resident of this state, a domestic corporation, nonprofit corporation or limited liability company or a foreign corporation, nonprofit corporation or limited liability company authorized to transact business in this state; in each case whose business office is identical with the registered office.

(2) A limited liability company may change its registered office or registered agent by delivering to the office of the Secretary of State for filing a certificate that sets forth:

(a) The name of the limited liability company;

(b) The street address of its current registered office;

(c) If the current registered office is to be changed, the street address of the new registered office;

(d) The name of its current registered agent;

(e) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the certificate or a statement attached to it) to the appointment; and

(f) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(3) A registered agent may change its address to another address in this state by delivering to the office of the Secretary of State for filing a certificate, signed by such registered agent, setting forth: (a) the names of all the limited liability companies represented by such registered agent, (b) the address at which such registered agent has maintained its office for each of such limited liability companies, and (c) its new address which such registered agent will thereafter maintain for each of the limited liability companies recited in the certificate.

Upon filing this certificate, the Secretary of State will deliver to the registered agent a certified copy of the same and thereafter, or until further change of address, as authorized by law, the registered office of each of the limited liability companies recited in the certificate shall be located at the new address of the registered agent as given in the certificate. The filing by the Secretary of State of such certificate shall be deemed to be an amendment of the certificate of formation of each limited liability company affected thereby. Any registered agent delivering a certificate to the office of the Secretary of State under this section shall promptly, upon such filing by the Secretary of State, deliver a copy of any such certificate to each limited liability company affected thereby.

(4) The registered agent of one or more limited liability companies may resign its agency appointment by delivering a certificate to the office of the Secretary of State for filing stating that it resigns as registered agent for the limited liability companies identified in the certificate, but the resignation shall not become effective until ninety (90) days after the certificate is filed by the Secretary of State. There shall be attached to such certificate an affidavit of the registered agent that at least thirty (30) days prior to the filing of the certificate notices were sent by certified or registered mail to each limited liability company for which such registered agent is resigning as registered agent of the resignation of such registered agent. This notice shall be delivered to the last known principal office of each limited liability company identified in the certificate. After receipt of the notice of resignation of its registered agent, the limited liability company for which such registered agent was acting shall obtain and designate a new registered agent. After the resignation of the registered agent has become effective, if the limited liability company fails to obtain and designate a new registered agent, service of legal process against the limited liability company for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with subsection (2) of 79-29-111.

SECTION 29. Section 79-29-201, Mississippi Code of 1972, is amended as follows:

79-29-201. (1) In order to form a limited liability company, a certificate of formation must be signed and delivered to the office of the Secretary of State. The certificate must set forth:

(a) The name of the limited liability company;

(b) The street and mailing address of the registered office and the name and the street and mailing address of the registered agent for service of process, required to be maintained by Section 79-29-106;

(c) If the limited liability company is to have a specific date of dissolution, the latest date upon which the limited liability company is to dissolve;

(d) If full or partial management of the limited liability company is vested in a manager or managers, a statement to that effect;

(e) Any other matters the managers or members determine to include therein.

(2) A limited liability company is formed at the date and time of the filing of the certificate of formation by the Secretary of State, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, or at any later time specified in the certificate of formation if, in either case, the certificate of formation so filed substantially complies with the requirements of this chapter. A delayed effective date specified in a certificate of formation may not be later than the ninetieth (90th) day after the date and time it is filed by the Secretary of State.

(3) For all purposes, a copy of the certificate of formation duly certified by the Secretary of State is conclusive evidence of the formation of a limited liability company and prima facie evidence of its existence.

SECTION 30. Section 79-29-202, Mississippi Code of 1972, is amended as follows:

79-29-202. (1) A certificate of formation is amended by delivering a certificate of amendment thereto to the office of the Secretary of State for filing. The certificate shall set forth:

(a) The name of the limited liability company;

(b) The future effective date of the amendment, which must be a date certain not later than the ninetieth (90th) day after the date it is filed by the Secretary of State, unless it is effective upon the filing of the certificate of amendment; and

(c) The amendment to the certificate.

(2) A manager or, if there is no manager, any member who becomes aware that any statement in a certificate of formation was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(3) A certificate of formation may be amended at any time for any other proper purpose.

(4) Except for an amendment required by subsection (2) of this section, unless otherwise provided in the certificate of formation or limited liability company agreement, all members must agree to any amendment of the certificate of formation, including an amendment provided for in Section 79-29-203 or resulting as a consequence of a merger pursuant to Section 79-29-209.

SECTION 31. Section 79-29-203, Mississippi Code of 1972, is amended as follows:

79-29-203. (1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative, and it may at the same time also further amend its certificate of formation by adopting a restated certificate of formation.

(2) If the restated certificate of formation merely restates and integrates but does not further amend the certificate of formation then in effect and operative, it shall be specifically designated in its heading as a "restated certificate of formation" together with such other words as the limited liability company may deem appropriate. If the restated certificate restates and integrates and also further amends in any respect the certificate of formation then in effect and operative, it shall be specifically designated in its heading as an "amended and restated certificate of formation" together with such other words as the limited liability company may deem appropriate. Both "amended and restated" and "restated" certificates of formation shall be signed and delivered to the office of the Secretary of State for filing and shall be effective in the same manner as are certificates of amendment pursuant to Section 79-29-202.

(3) Any amendment or change effected in connection with the restatement and integration of the certificate of formation shall be subject to any other provision of this chapter, not inconsistent with this Section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

SECTION 32. Section 79-29-204, Mississippi Code of 1972, is amended as follows:

79-29-204. A certificate of dissolution must be delivered to the office of the Secretary of State for filing upon the dissolution and the commencement of winding up of the limited liability company pursuant to Article 8 of this chapter. A certificate of cancellation must be delivered to the office of the Secretary of State for filing upon completion of the winding up of the affairs of the limited liability company. Certificates of dissolution and cancellation must be delivered to the office of the Secretary of State for filing and must set forth:

(a) The name of the limited liability company;

(b) The reason for filing the certificate of dissolution or cancellation;

(c) The future effective date of dissolution or cancellation, which must be a date certain not later than the ninetieth (90th) day after it is filed by the Secretary of State, unless it is effective upon the filing of the certificate; and

(d) Any other information the person delivering the certificate for filing determines.

SECTION 33. Section 79-29-205, Mississippi Code of 1972, is amended as follows:

79-29-205. (1) Unless otherwise specified in any other section of this chapter, any document required by this chapter to be delivered to the office of the Secretary of State for filing shall be signed:

(a) By any manager, if management of the limited liability company is vested in one or more managers, or by a member if management of the limited liability company is reserved to the members;

(b) If the limited liability company has not been formed, by any person forming the limited liability company; or

(c) If the limited liability company is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(2) The person signing the document shall * * * state beneath or opposite his signature his name, the capacity in which he signs and his street and mailing address. A document required or permitted to be delivered to the office of the Secretary of State for filing under this chapter which contains a copy of a signature, however made, is acceptable for filing by the Secretary of State.

(3) Any person may sign a certificate, a limited liability company agreement or any amendment to either by an agent, including an attorney-in-fact.

(4) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the office of the Secretary of State for filing. An offense under this provision is a misdemeanor punishable by a fine not to exceed Five Hundred Dollars ($500.00).

SECTION 34. Section 79-29-206, Mississippi Code of 1972, is amended as follows:

79-29-206. If a person required by this Article 2 to sign a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the chancery court of the county in which the principal office (or, if none in this state, the registered office) of the limited liability company is located to direct the signing of the certificate. If the court finds that it is proper for the certificate to be signed and that any person so designated has failed or refused to sign the certificate, it shall order appropriate relief, including an order to the Secretary of State to file an appropriate certificate.

SECTION 35. Section 79-29-207, Mississippi Code of 1972, is amended as follows:

79-29-207. (1) One (1) original of the certificate of formation and of any certificate of amendment, dissolution, cancellation or merger and any restated certificate or of any judicial decree of amendment, dissolution, cancellation or merger or restated certificate and any certificate filed by the Secretary of State pursuant to Section 79-29-106 must be delivered to the office of the Secretary of State. A person who signs a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing by the Secretary of State. Unless the Secretary of State finds that a certificate is not acceptable for filing, upon receipt of all filing fees required by Section 79-29-1203 he shall:

(a) Endorse on the original the word "Filed" and the day, month and year of the filing thereof;

(b) File the original in his office; and

(c) Return a copy to the person who delivered it for filing or his representative.

(2) Upon the filing of a certificate of amendment or judicial decree of amendment or an amended and restated certificate by the Secretary of State or upon the future effective date of a certificate of amendment or judicial decree thereof or an amended and restated certificate, as provided for therein, the certificate of formation shall be amended as set forth therein. Upon the filing of a certificate of dissolution or cancellation or a judicial decree thereof by the Secretary of State or upon the future effective date of a certificate of dissolution or cancellation or a judicial decree thereof, the certificate of formation is dissolved or canceled, as the case may be.

(3) Each certificate delivered to the office of the Secretary of State for filing must be typewritten or printed, or, if electronically transmitted, it must be in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form, and must be in the English language. A limited liability company name need not be in English if written in English letters or Arabic or Roman numerals.

SECTION 36. Section 79-29-209, Mississippi Code of 1972, is amended as follows:

79-29-209. (1) Unless otherwise provided in the certificate of formation or limited liability company agreement and subject to any law applicable to the other parties to the merger, one or more limited liability companies may merge with or into one or more domestic or foreign limited liability companies with such limited liability company or foreign limited liability company being the surviving organization.

(2) Unless otherwise provided in the certificate of formation or limited liability company agreement, a merger must be approved by the limited liability company's managers, if management is vested in managers, and by the consent of the members by a majority of the votes entitled to be cast thereon. Unless otherwise provided in the certificate of formation or limited liability company agreement, if separate classes of limited liability company interests exists, the merger shall be approved by the consent of the members by a majority of the votes entitled to be cast by each class voting separately.

(3) A foreign limited liability company that is a party to a proposed merger shall approve the merger in the manner and by the vote required by the laws applicable to it.

(4) Each party to the merger shall have such rights to abandon the merger as are provided in the plan or agreement of merger or the statutes applicable to such party.

(5) Each party to the merger shall enter into a written plan or agreement of merger, subject to approval as provided in subsections (2) and (3) of this section.

(6) The plan or agreement of merger shall set forth:

(a) The name of each domestic or foreign limited liability company which is a party to the merger and the name of the surviving organization of the merger;

(b) The terms and conditions of the proposed merger;

(c) The manner and basis for converting the interests in each party to the merger into obligations or other securities of the surviving organization or any other limited liability company or into cash or other property, in whole or in part;

(d) Such amendments to the certificate of formation or limited liability company agreement of the domestic or foreign limited liability company which is the surviving organization as are desired to be effected by the merger, or that no such changes are desired; and

(e) Such other provisions relating to the proposed merger as are deemed necessary or desirable.

(7) The organization surviving the merger shall deliver to the office of the Secretary of State a certificate of merger signed by each party thereto setting forth:

(a) The name and jurisdiction of formation or organization of each party which is to merge;

(b) That a plan or agreement of merger has been approved and signed by each party to the merger;

(c) The name of the surviving organization;

(d) The future effective date of the merger, which shall be a date or time certain not later than the ninetieth (90th) day after the date it is filed by the Secretary of State, if it is not to be effective upon the filing of the certificate of merger;

(e) The plan or agreement of merger; and

(f) If the surviving organization is a foreign limited liability company, a statement that it agrees that it may be served with process in this state, through service on the Secretary of State as its agent for service of process in a proceeding to enforce any obligation of each domestic limited liability company party to the merger.

(8) Articles of merger shall act as articles of dissolution for a limited liability company which is not the surviving organization in the merger.

(9) As a result of a merger:

(a) Every party to the merger merges into the surviving organization and the separate existence of every organization except the surviving organization ceases;

(b) The title to all real and personal property owned by each party to the merger is vested in the surviving organization;

(c) The surviving organization has all liabilities of each organization party to the merger;

(d) A proceeding pending against any party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the organization whose existence ceased;

(e) The certificate of formation of the surviving organization is amended to the extent provided in the plan or agreement of merger;

(f) The limited liability company interests of each party to the merger that are to be converted into interests, obligations or other securities of the surviving or any other organization or into cash or other property are converted and the former owners of such interests are entitled only to the rights provided in the plan or agreement of merger or under this chapter.

SECTION 37. Section 79-29-301, Mississippi Code of 1972, is amended as follows:

79-29-301. (1) A person becomes a member on the later of:

(a) The date the original certificate of formation is filed by the Secretary of State; or

(b) The date stated in the records of the limited liability company as the date that person becomes a member.

(2) After the filing by the Secretary of State of a limited liability company's original certificate of formation, a person may be admitted as a member:

(a) In the case of a person acquiring a limited liability company interest directly from the limited liability company, upon the compliance with the certificate of formation or the limited liability company agreement or, if the certificate of formation or the limited liability company agreement does not so provide, upon the written consent of all members; and

(b) In the case of an assignee of a limited liability company interest, upon compliance with subsection (1) of Section 79-29-704.

SECTION 38. Section 79-29-1002, Mississippi Code of 1972, is amended as follows:

79-29-1002. (1) Before transacting business in this state, a foreign limited liability company, including a foreign limited liability company formed to render professional services, shall register with the Secretary of State. In order to register, a foreign limited liability company shall deliver to the office of the Secretary of State for filing one (1) original application for registration as a foreign limited liability company, signed by a person with authority to do so under the laws of the state or other jurisdiction of its formation and setting forth:

(a) The name of the foreign limited liability company and, if different, the name under which it proposes to transact business in this state;

(b) The state or other jurisdiction and date of its formation;

(c) The name and street and mailing address of the registered agent for service of process on the foreign limited liability company which the foreign limited liability company has elected to appoint and who meets the requirements of subsection (1)(b) of Section 79-29-106;

(d) A statement that the Secretary of State is appointed the registered agent of the foreign limited liability company for service of process if the registered agent's authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence;

(e) The address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or other jurisdiction or, if not so required, the address of the principal office of the foreign limited liability company; and

(f) If the limited liability company is to have a specific date of dissolution, the latest date upon which the foreign limited liability company is to dissolve; and

(g) If management of the limited liability company is vested in a manager or managers, a statement to that effect; and

(h) Any other matters the manager or members determine to include therein.

(2) A foreign limited liability company properly registered as such with the Secretary of State before July 1, 1994, shall not be required to submit a new application for registration, nor to pay any related application fee, in order to continue to transact business in this state, but shall otherwise be subject to the provisions of this chapter, including but not limited to Section 79-29-1005.

SECTION 39. Section 79-29-1003, Mississippi Code of 1972, is amended as follows:

79-29-1003. If the Secretary of State finds that an application for registration meets the requirements of Section 79-29-1002 and all requisite fees as provided in Section 79-29-1203 have been paid, he shall:

(a) Endorse on the original the word "Filed" and the month, day and year of the filing thereof;

(b) File in his office the original of the application; and

(c) Return a copy to the person who delivered it for filing or his representative.

SECTION 40. Section 79-29-1005, Mississippi Code of 1972, is amended as follows:

79-29-1005. If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly deliver to the office of the Secretary of State for filing a certificate, signed and acknowledged by a person authorized to do so under the laws of the state or other jurisdiction of its formation, correcting such statement, together with a fee as set forth in Section 79-29-1203.

SECTION 41. Section 79-29-1006, Mississippi Code of 1972, is amended as follows:

79-29-1006. (1) A foreign limited liability company registered under this chapter shall cancel its registration upon completion of the winding up of its affairs.

(2) A foreign limited liability company may cancel its registration whenever it ceases transacting business in this state.

(3) Registration is canceled by delivering to the office of the Secretary of State for filing a certificate of cancellation signed by a person authorized to do so under the laws of the state or other jurisdiction of its formation and paying the fee set forth in Section 79-29-1203.

(4) A cancellation revokes the authority of the registered agent for service of process designated pursuant to Section 79-29-1002 and operates as a consent that the Secretary of State may accept service of process on the foreign limited liability company with respect to causes of action arising out of the transaction of business in this state.

SECTION 42. Section 79-11-105, Mississippi Code of 1972, is amended as follows:

79-11-105. (1) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State.

(2) Section 79-11-101 et seq. must require or permit filing the document in the office of the Secretary of State.

(3) The document must contain the information required by Section 79-11-101 et seq. It may contain other information as well.

(4) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form.

(5) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation.

(6) The document must be signed:

(a) By the presiding officer of its board of directors, its president or by another of its officers;

(b) If directors have not been selected or the corporation has not been formed, by an incorporator; or

(c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(7) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain:

(a) A corporate seal;

(b) An attestation * * *; * * *

(c) An acknowledgement or verification * * *. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing.

(8) If the Secretary of State has prescribed a mandatory form for a document under Section 79-11-107, the document must be in or on the prescribed form.

(9) The document must be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission if, to the extent, and in the manner permitted by the Secretary State. If the document is filed in typewritten or printed form and not transmitted electronically, the Secretary of State may require one (1) exact or conformed copy to be delivered with the document except as otherwise provided in Sections 79-11-167 and 79-11-379.

(10) When the document is delivered to the office of the Secretary of State for filing, * * * the correct filing fee and any franchise tax, license fee or penalty required by Section 79-11-101 et seq. or other law must be paid or provision for payment made in a manner permitted by the Secretary of State.

SECTION 43. Section 79-11-111, Mississippi Code of 1972, is amended as follows:

79-11-111. (1) Except as provided in subsection (2) of this section, a document is effective:

(a) At the date and time of filing * * *, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or

(b) At the time specified in the document as its effective time on the date it is filed.

(2) A document may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth (90th) day after the date filed.

(3) Notwithstanding subsections (1) and (2) of this section, any document that has a delayed effective time and date shall not become effective if, prior to the effective time and date, the parties to the document file a certification of cancellation with the Secretary of State.

SECTION 44. Section 79-11-113, Mississippi Code of 1972, is amended as follows:

79-11-113. (1) A domestic or foreign corporation may correct a document filed by the Secretary of State if (a) the document * * * contains an inaccuracy, or (b) the document was defectively signed, attested, sealed, verified or acknowledged, or (c) the electronic transmission was defective.

(2) A document is corrected:

(a) By preparing articles of correction that: (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the inaccuracy or defect to be corrected, and (iii) correct the inaccuracy or defect; and

(b) By delivering the articles of correction to the office of the Secretary of State for filing.

(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

SECTION 45. Section 79-11-115, Mississippi Code of 1972, is amended as follows:

79-11-115. (1) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Section 79-11-105, the Secretary of State shall file it.

(2) The Secretary of State files a document by recording it as filed on the date and * * * time of receipt * * *. After filing a document, except as provided in Sections 79-11-167 and 79-11-379, the Secretary of State shall deliver * * * to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date and time of filing.

(3) Upon refusing to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal.

(4) The Secretary of State's duty to file documents under this section is ministerial. Filing or refusal to file a document does not:

(a) Affect the validity or invalidity of the document in whole or in part;

(b) Relate to the correctness or incorrectness of information contained in the document; or

(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

SECTION 46. Section 79-11-119, Mississippi Code of 1972, is amended as follows:

79-11-119. A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State * * * is conclusive evidence that the original document is on file with the Secretary of State.

SECTION 47. Section 79-11-127, Mississippi Code of 1972, is amended as follows:

79-11-127. Unless the context otherwise requires in Sections 79-11-101 et seq., the following terms shall have the meaning ascribed herein:

(a) "Approved by (or approval by) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or by a written ballot or written consent in conformity with Sections 79-11-101 et seq. or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or Sections 79-11-101 et seq. for any specified member action.

(b) "Articles of incorporation" or "articles" include amended and restated articles of incorporation and articles of merger.

(c) "Board" or "board of directors" means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to Section 79-11-231.

(d) "Bylaws" means the code or codes of rules (other than the articles) adopted pursuant to Sections 79-11-101 et seq. for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

(e) "Class" means a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purposes of this section, rights shall be considered the same if they are determined by a formula applied uniformly.

(f) "Corporation" means a nonprofit corporation subject to the provisions of Sections 79-11-101 et seq., except a foreign corporation.

(g) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

(h) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.

(i) "Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board.

(j) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers.

(k) "Domestic corporation" means a corporation.

(l) "Effective date of notice" is defined in Section 79-11-129.

(m) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

(n) "Employee" includes an officer but not a director. A director may accept duties that make the director an employee.

(o) "Entity" includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; corporation sole; business trust, estate, partnership, trust and two (2) or more persons having a joint or common economic interest; and state, United States and foreign government.

(p) "File," "filed" or "filing" means filed in the office of the Secretary of State.

(q) "Foreign corporation" means a corporation organized under a law other than the law of this state which would be a nonprofit corporation if formed under the laws of this state.

(r) "Governmental subdivision" includes authority, county, district and municipality.

(s) "Includes" denotes a partial definition.

(t) "Individual" includes the estate of an incompetent individual.

(u) "Means" denotes a complete definition.

(v) "Member" means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one (1) occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors.

A person is not a member by virtue of any of the following:

(i) Any rights such person has as a delegate;

(ii) Any rights such person has to designate a director or directors; or

(iii) Any rights such person has as a director.

(w) "Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and Sections 79-11-101 et seq.

(x) "Notice" is defined in Section 79-11-129.

(y) "Person" includes any individual or entity.

(z) "Principal office" means the office (in or out of this state) where the principal executive offices of a domestic or foreign corporation are located.

(aa) "Proceeding" includes civil suit and criminal, administrative and investigatory action.

(bb) "Record date" means the date established under Section 79-11-209 on which a corporation determines the identity of its members for the purposes of Sections 79-11-101 et seq.

(cc) "Religious corporation" means a corporation organized and operating primarily or exclusively for religious purposes.

(dd) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 79-11-273 for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation.

(ee) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

(ff) "State," when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States.

(gg) "United States" includes district, authority, bureau, commission, department and any other agency of the United States.

(hh) "Vote" includes authorization by written ballot and written consent.

(ii) "Voting Power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

SECTION 48. Section 79-11-129, Mississippi Code of 1972, is amended as follows:

79-11-129. (1) Notice may be oral or written. Notice by electronic transmission is written notice.

(2) Notice may be communicated in person; by * * * mail or other method of delivery; or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication.

(3) Oral notice is effective when communicated if communicated in a comprehensible manner.

(4) Written notice by a domestic or foreign corporation to a member, if in a comprehensible form, is effective (i) upon deposit in the United States mail, if mailed postpaid and correctly addressed to the member's address shown in the corporation's current record of membership, or (ii) when electronically transmitted to the member in a manner authorized by the member.

(5) Except as provided in subsection (4) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:

(a) When received;

(b) Five (5) days after its deposit in the United States mail, * * * if mailed postpaid and correctly addressed * * *;

(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

 * * *

(6) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members.

(7) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.

(8) Written notice is correctly addressed to a domestic or foreign corporation (authorized to transact business in this state), other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent status report or, in the case of a foreign corporation that has not yet delivered a status report, in its application for a certificate of authority.

(9) If Section 79-11-205 or any other provision of Sections 79-11-101 et seq. prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of Sections 79-11-101 et seq., those requirements govern.

SECTION 49. Section 79-4-7.02, Mississippi Code of 1972, is amended as follows:

79-4-7.02. (a) A corporation shall hold a special meeting of shareholders:

(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or

(2) Unless the articles of incorporation provide otherwise, if * * * shareholders having at least ten percent (10%) of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation * * * one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

(b) If not otherwise fixed under Section 79-4-7.03 or 79-4-7.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by Section 79-4-7.05(c) may be conducted at a special shareholders' meeting.

SECTION 50. The following shall be codified as Section 79-4-7.08, Mississippi Code of 1972:

79-4-7.08. (a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws, or, in the absence of such provision, by the board.

(b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

(c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

(d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted.

SECTION 51. Section 79-4-7.22, Mississippi Code of 1972, is amended as follows:

79-4-7.22. (a) A shareholder may vote his shares in person or by proxy.

(b) A shareholder or his agent or attorney in fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission. An electronic transmission must contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent or the shareholder's attorney-in-fact authorized the electronic transmission.

(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment * * *.

(d) An appointment of a proxy is revocable * * * unless the appointment form or electronic transmission * * * states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(1) A pledgee;

(2) A person who purchased or agreed to purchase the shares;

(3) A creditor of the corporation who extended it credit under terms requiring the appointment;

(4) An employee of the corporation whose employment contract requires the appointment; or

(5) A party to a voting agreement created under Section 79-4-7.31.

(e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

(f) An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished.

(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(h) Subject to Section 79-4-7.24 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

SECTION 52. Section 79-4-7.24, Mississippi Code of 1972, is amended as follows:

79-4-7.24. (a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of the shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.

(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:

(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

(4) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment;

(5) Two (2) or more persons are the shareholders as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(c) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section or Section 79-4-7.22(b) are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or Section 79-4-7.22(b) is valid unless a court of competent jurisdiction determines otherwise.

SECTION 53. The following shall be codified as Section 79-4-7.29, Mississippi Code of 1972:

79-4-7.29. (a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.

(b) The inspectors shall:

(1) Ascertain the number of shares outstanding and the voting power of each;

(2) Determine the shares represented at a meeting;

(3) Determine the validity of proxies and ballots;

(4) Count all votes; and

(5) Determine the result.

(c) An inspector may be an officer or employee of the corporation.

SECTION 54. Section 79-11-151, Mississippi Code of 1972, is amended as follows:

79-11-151. Each corporation shall have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized including, without limitation, power:

(a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.

(b) To sue and be sued, complain and defend, in its corporate name.

(c) To have a corporate seal which may be altered at will, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

(d) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.

(e) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

(f) To lend money to its employees other than its officers and directors and otherwise assist its employees, officers and directors.

(g) To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether business or nonprofit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.

(h) To make contracts and guarantees, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income, and make contracts of guaranty and suretyship.

(i) To lend money for its corporate purposes, invest and reinvest its funds and take and hold real and personal property as security for the payment of funds so lent or invested.

(j) To conduct its affairs, carry on its operations and have offices and exercise the powers granted by Sections 79-11-101 et seq. in any state, territory, district or possession of the United States or in any foreign country.

(k) To elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation.

(l) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation.

(m) Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific or educational purposes.

(n) To pay pensions and establish pension plans or pension trusts for any or all of its directors, officers and employees.

(o) To cease its corporate activities and surrender its corporate franchise.

(p) To impose dues, assessments, admission and transfer fees upon its members.

(q) To establish conditions for admission to membership, admit members and issue memberships.

(r) To carry on a business.

(s) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.

SECTION 55. This act shall take effect and be in force from and after July 1, 1997.