MISSISSIPPI LEGISLATURE
2014 Regular Session
To: Energy
By: Senator(s) Burton
AN ACT TO AMEND SECTION 77-5-215, MISSISSIPPI CODE OF 1972, TO REVISE THE PROCEDURE BY WHICH ANY ELECTRIC POWER ASSOCIATION MAY AMEND ITS CERTIFICATE OF INCORPORATION; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 77-5-215, Mississippi Code of 1972, is amended as follows:
77-5-215. A corporation
created or operating under this article may amend its certificate of
incorporation to change its corporate name, to increase or reduce the number of
its directors, or to change any other provisions therein. * * * Notwithstanding any provisions
of a corporation's certificate or articles of incorporation to the contrary, a
corporation created or operating under this article * * * may amend its certificate or
articles of incorporation * * *
if (a) the amendment is authorized by the board of directors of the
corporation pursuant to the affirmative vote of at least two-thirds (2/3) of
the directors, and (b) the amendment authorized by the board of directors is
ratified by sixty percent (60%) of the corporation's members voting, in person
or by proxy, at either the corporation's annual meeting or at a meeting of the
members called for the special purpose of considering and voting on the
amendment. Written notice of any meeting at which an amendment to the
corporation's certificate or articles of incorporation will be voted on by the
members, must be sent to the corporation's members at least thirty (30) days
prior to the date of the meeting. The notice shall set forth the date, time,
location and purpose of the meeting, and identify and describe the purpose of
the amendment authorized by the corporation's board of directors. In the event
an amendment is authorized by the board of directors and ratified by the
members in accordance with the foregoing, a certificate reflecting the
amendment to the certificate or articles of incorporation shall be prepared and
executed by the president and by the secretary of the corporation who shall
both affirm therein, under oath, that they have been authorized by the
corporation to execute and file such certificate. Such certificate of
amendment shall then be filed by the corporation in the Office of the Secretary
of State, and the amendment of the corporation's certificate or articles of
incorporation shall be effective as of the date on which the certificate of
amendment is file stamped by the Secretary of State.
* * *
SECTION 2. This act shall take effect and be in force from and after its passage.