MISSISSIPPI LEGISLATURE

2025 Regular Session

To: Apportionment and Elections; Accountability, Efficiency, Transparency

By: Representative Zuber

House Bill 1334

AN ACT TO REVISE THE CAMPAIGN FINANCE LAWS; TO AMEND SECTION 23-15-801, MISSISSIPPI CODE OF 1972, TO PROVIDE CERTAIN DEFINITIONS; TO REVISE THE DEFINITIONS OF CERTAIN TERMS; TO AMEND SECTION 23-15-803, MISSISSIPPI CODE OF 1972, TO REQUIRE CANDIDATES TO CREATE A CANDIDATE COMMITTEE TO REPORT THEIR CONTRIBUTIONS AND EXPENDITURES; TO PROVIDE WHAT MUST BE INCLUDED IN THE STATEMENT OF ORGANIZATION OF A CANDIDATE COMMITTEE; TO REVISE THE STATEMENT OF ORGANIZATION FOR POLITICAL COMMITTEES; TO REVISE THE ADMINISTRATIVE PENALTIES FOR CANDIDATE AND POLITICAL COMMITTEES; TO AMEND SECTION 23-15-805, MISSISSIPPI CODE OF 1972, TO REQUIRE THE SECRETARY OF STATE TO MAINTAIN A CENTRAL SITE ON THE INTERNET TO MAKE ACCESSIBLE AND SEARCHABLE TO THE PUBLIC ALL PUBLIC AVAILABLE ELECTION-RELATED REPORTS AND INFORMATION; TO PROVIDE THAT, BEGINNING ON JANUARY 1, 2027, ALL CAMPAIGN FINANCE REPORTS SHALL BE FILED ON THE SECRETARY OF STATE'S ONLINE FILING SYSTEM; TO AMEND SECTION 23-15-807, MISSISSIPPI CODE OF 1972, TO REVISE THE CAMPAIGN FINANCE REPORTS THAT SHALL BE FILED BY CANDIDATE AND POLITICAL COMMITTEES; TO PROVIDE THAT CANDIDATE AND POLITICAL COMMITTEES SHALL HAVE ZERO CASH ON HAND BEFORE FILING A TERMINATION REPORT; TO PROVIDE THAT THE REPORTS SHALL BE FILED BASED ON THE ELECTION CYCLE; TO PROHIBIT ANONYMOUS CONTRIBUTIONS AND REQUIRE THAT ANY RECEIVED SHALL BE RETURNED TO THE DONOR OR DEPOSITED INTO THE ELECTIONS SUPPORT FUND; TO PROVIDE THAT CERTAIN NOTIFICATIONS SHALL BE MADE ON THE SECRETARY OF STATE'S ONLINE FILING SYSTEM; TO AMEND SECTION 23-15-809, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT INDEPENDENT EXPENDITURE REPORTS MUST BE FILED BY THE SECOND BUSINESS DAY AFTER THE EXPENDITURE IS MADE; TO AMEND SECTION 23-15-811, MISSISSIPPI CODE OF 1972, TO INCREASE CERTAIN PENALTIES; TO AMEND SECTION 23-15-813, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT THE SECRETARY OF STATE, AND NOT THE ETHICS COMMISSION, SHALL BE AUTHORIZED TO ASSESS FINES; TO DECREASE THE TIME THAT THE SECRETARY OF STATE HAS TO PROVIDE NOTICE OF A FAILING TO FILE; PROVIDE INCREASES TO CERTAIN FINES; TO PROVIDE A SHORTER TIME FOR WHEN FINES BEGIN TO ACCRUE FOR PRE-ELECTION REPORTS; TO REQUIRE THE FAILURE TO FILE CERTAIN REPORTS TO BE REPORTED TO THE MISSISSIPPI PRESS ASSOCIATION; TO PROVIDE THAT FINES CAN BE APPEALED TO THE CIRCUIT COURTS IN RANKIN AND MADISON COUNTIES, AS WELL AS HINDS COUNTY; TO AMEND SECTION 23-15-815, MISSISSIPPI CODE OF 1972, TO REVISE THE POWERS AND DUTIES OF THE SECRETARY OF STATE REGARDING CAMPAIGN FINANCE REPORTS; TO REQUIRE THE SECRETARY OF STATE TO PREPARE CERTAIN FORMS AND A CAMPAIGN FINANCE MANUAL; TO PROVIDE HOW LONG CAMPAIGN FINANCE REPORTS SHALL BE MADE AVAILABLE; TO REQUIRE THE SECRETARY OF STATE TO INSPECT CERTAIN REPORTS AND STATEMENTS OF ORGANIZATION; TO REQUIRE THE SECRETARY OF STATE TO CREATE RULES ON A WRITTEN COMPLAINT AND RESPONSE PROCESS; TO AUTHORIZE THE SECRETARY OF STATE TO CONFIDENTIALLY MAKE INVESTIGATIONS INTO STATEMENTS AND REPORTS THAT ARE FILED; TO PROVIDE THE SAME AUTHORITY TO THE ETHICS COMMISSION FOR REPORTS AND STATEMENTS FILED BY THE SECRETARY OF STATE OR ANY PERSON RUNNING FOR THAT OFFICE; TO AMEND SECTION 23-15-817, MISSISSIPPI CODE OF 1972, TO ADD STATE DISTRICT OFFICERS TO THE LIST THAT IS RELEASED TO THE MISSISSIPPI PRESS ASSOCIATION FOR FAILURE TO FILE A CAMPAIGN FINANCE DISCLOSURE REPORT; TO AMEND SECTION 23-15-819, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT IT SHALL BE UNLAWFUL FOR A FOREIGN NATIONAL, DIRECTLY OR THROUGH ANY OTHER PERSON, TO MAKE ANY CONTRIBUTION OR ANY EXPENDITURE OF MONEY OR OTHER THING OF VALUE, OR TO PROMISE EXPRESSLY OR IMPLIEDLY TO MAKE ANY SUCH CONTRIBUTION OR EXPENDITURE, IN CONNECTION WITH AN ELECTION FOR ANY CONSTITUTIONAL AMENDMENT, LOCAL BALLOT MEASURE, BALLOT REFERENDUM, OR OTHER SIMILAR MEASURES; TO PROVIDE CERTAIN PENALTIES FOR KNOWINGLY VIOLATING THIS SECTION; TO AMEND SECTION 23-15-821, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT PERSONAL USE OF CAMPAIGN CONTRIBUTIONS BY A POLITICAL COMMITTEE SHALL BE PROHIBITED; TO PROVIDE THAT UPON FILING A TERMINATION REPORT, A ZERO CASH ON HAND BALANCE SHALL BE REQUIRED AND NO FUNDS SHALL BE MAINTAINED IN THE CAMPAIGN ACCOUNT; TO PROVIDE THAT IF A CANDIDATE WITH EXEMPT CAMPAIGN FINANCE CONTRIBUTIONS NO LONGER HOLDS OFFICE, HE OR SHE SHALL DISPENSE WITH THE CONTRIBUTIONS AND REPORT THAT TO THE SECRETARY OF STATE WITHIN ONE YEAR OF LEAVING OFFICE; TO CREATE A NEW SECTION OF LAW THAT REQUIRES CANDIDATES TO DISCLOSE THE IDENTITY OF ANY PERSON WHO RECEIVES A LONG OR OTHER EXTENSION OF CREDIT FROM; TO CREATE A NEW SECTION OF LAW THAT REQUIRES THE CANDIDATE OR TREASURER OF EACH CANDIDATE COMMITTEE OR POLITICAL COMMITTEE TO KEEP A DETAILED RECORD OF ALL CONTRIBUTIONS AND EXPENDITURES; TO AUTHORIZE CERTAIN ACCOUNTS TO BE INSPECTED BY THE SECRETARY OF STATE; TO REQUIRE THE PRESERVATION OF CERTAIN REPORTS; TO CREATE A NEW SECTION OF LAW THAT PROVIDES FOR CORPORATE CONTRIBUTION LIMITS; TO PROVIDE THAT THE PENALTY SHALL BE FOR THE RECEIVING ENTITY AND NOT THE CORPORATION; TO PROVIDE THAT THE CORPORATE CONTRIBUTION LIMITS SHALL NOT APPLY TO INDEPENDENT EXPENDITURES; TO PROVIDE CERTAIN PENALTIES WHEN UNLAWFUL CONTRIBUTIONS ARE NOT RETURNED; TO AUTHORIZE THE ATTORNEY GENERAL TO BRING LEGAL ACTION AS NECESSARY FOR THE COLLECTION OF LEVIED ASSESSMENTS; TO REPEAL SECTION 97-13-15, MISSISSIPPI CODE OF 1972, WHICH PROHIBITS POLITICAL CONTRIBUTIONS BY CORPORATIONS; TO REPEAL SECTION 97-13-17, MISSISSIPPI CODE OF 1972, WHICH PENALIZES ILLEGAL CORPORATE CONTRIBUTIONS; TO AMEND SECTION 79-29-105, MISSISSIPPI CODE OF 1972, TO CONFORM TO THE PRECEDING SECTIONS; AND FOR RELATED PURPOSES.

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

     SECTION 1.  Section 23-15-801, Mississippi Code of 1972, is amended as follows:

     23-15-801.  (a)  "Election" means a general, special, primary or runoff election.

     (b)  "Candidate" means an individual who seeks nomination for election, or election, to any elective office other than a federal elective office.  For purposes of this article, an individual shall be deemed to seek nomination for election, or election:

          (i)  * * *If the individual has received contributions aggregating in excess of Two Hundred Dollars ($200.00) or has made expenditures aggregating in excess of Two Hundred Dollars ($200.00) or for a candidate for the Legislature or any statewide or state district office, by the qualifying deadlines specified in Sections 23‑15‑299 and 23‑15‑977, whichever occurs first If he or she files a statement of organization with the Secretary of State seeking to become a candidate for the Legislature or any statewide or state district office, files a statement of organization with the county circuit clerk if seeking county or county district office, or with the municipal clerk if seeking municipal or municipal district office; or

          (ii)  * * *If the individual has given his or her consent to another person to receive contributions or make expenditures on behalf of the individual and if the other person has received contributions aggregating in excess of Two Hundred Dollars ($200.00) during a calendar year, or has made expenditures aggregating in excess of Two Hundred Dollars ($200.00) during a calendar year. If he or she officially qualifies for office by filing the appropriate paperwork by the qualifying deadlines specified in Sections 23-15-299, 23-15-309, 23-15-359, 23-15-361 and 23-15-977, whichever occurs first; and

(iii)  No individual, or agent of the individual, as described in paragraph (i) or (ii) of this subsection may accept contributions or make expenditures until he or she has filed a statement of organization to seek office with the appropriate office.

(c)  "Candidate committee" means a committee established by a candidate for the purpose of receiving contributions and making expenditures to obtain elected office.

     ( * * *cd)  "Political committee" means any committee, party, club, association, political action committee, campaign committee or other groups of persons or affiliated organizations that receives contributions * * * aggregating in excess of Two Hundred Dollars ($200.00) during a calendar year or that makes expenditures * * *aggregating in excess of Two Hundred Dollars ($200.00) during a calendar year for the purpose of influencing or attempting to influence the action of voters for or against the nomination for election, or election, of one or more candidates, or balloted measures.  Political committees shall, in addition, include each political party registered with the Secretary of State.

     ( * * *de)  "Affiliated organization" means any organization that is not a political committee, but that directly or indirectly establishes, administers or financially supports a political committee.

     ( * * *ef)  (i)  "Contribution" shall include any corporate contribution, coordinate expenditure, gift, subscription, loan, advance or deposit of money or anything of value made by any person, corporation or political committee for the purpose of influencing any election for elective office or balloted measure;

          (ii)  "Contribution" shall not include the value of services provided without compensation by any individual who volunteers on behalf of a candidate or political committee; or the cost of any food or beverage for use in any candidate's campaign or for use by or on behalf of any political committee of a political party;

          (iii)  "Contribution to a political party" includes any corporate contribution, coordinate expenditure, gift, subscription, loan, advance or deposit of money or anything of value made by any person, corporation, political committee, or other organization to a political party and to any committee, subcommittee, campaign committee, political committee and other groups of persons and affiliated organizations of the political party.  Political parties shall establish a separate campaign fund for the purpose of supporting or opposing candidates or ballot measures, and any such funds collected for this purpose shall be deposited into such fund.  Such fund shall be used to accept contributions and make expenditures for this purpose, and all such funds shall be kept separate and accounted for apart from any other funds of the political party; or

          (iv)  "Contribution to a political party" shall not include the value of services provided without compensation by any individual who volunteers on behalf of a political party or a candidate of a political party.  Political parties may establish other funds for the purpose of, but not limited to, the general operation of the party or building funds or any other fund the party deems necessary apart from supporting or opposing candidates or ballot measures, and such funds shall not be considered campaign funds for the purpose of this article and therefore corporate contribution limits shall not apply so long as the funds are accounted for separately.  Any other funds established by a political party shall not be used to support or oppose candidates or ballot measures.  Contributions to a political party shall not be applied to any other fund of the party if the funds are not used for efforts to support or oppose candidates or ballot measures.

(g)  "Corporate contribution" shall include any gift, subscription, loan, advance or deposit of money or anything of value made by any corporation, incorporated company or incorporated association, or any servant, agent, employee or officer thereof, using any money, security, funds or property of said corporation, incorporated company or incorporated association for the purpose of aiding any political party or any candidate for any public office, or any candidate for any nomination for any public office of any political party or to give, donate, appropriate or furnish, directly or indirectly, any money, security, funds or property of said corporation to any committee or person as a contribution to the expense of any political party or candidate, representative or committee of any political party or candidate for nomination by any political party, or any committee or other person acting on behalf of such candidate.  Corporate contribution funds are limited to the election or defeat of candidates.

(h)  "Corporation" shall include any incorporated company, incorporated association, by whatever name it may be known, incorporated or organized under the laws of any state or any agent, employee or officer thereof.  Corporation shall not include sole proprietorship or solely owned limited liability corporations.

     ( * * *fi)  (i)  "Expenditure" shall include any purchase, payment, distribution, loan, advance, deposit, gift of money or anything of value, made by any person, corporation or political committee for the purpose of influencing any balloted measure or election for elective office; and a written contract, promise, or agreement to make an expenditure;

          (ii)  "Expenditure" shall not include any news story, commentary or editorial distributed through the facilities of any broadcasting station, newspaper, magazine, or other periodical publication, unless the facilities are owned or controlled by any political party, political committee, or candidate; * * *or nonpartisan activity designed to encourage individuals to vote or to register to vote;

          (iii)  "Expenditure by a political party" includes 1. any purchase, payment, distribution, loan, advance, deposit, gift of money or anything of value, made by any political party and by any contractor, subcontractor, agent, and consultant to the political party; and 2. a written contract, promise, or agreement to make such an expenditure.

     ( * * *gj)  The term "identification" shall mean:

          (i)  In the case of any individual, the name, the mailing address, and the occupation of such individual, as well as the name of his or her employer; and

          (ii)  In the case of any other person, the full name and address of the person.

     ( * * *hk)  The term "political party" shall mean an association, committee or organization which nominates a candidate for election to any elective office whose name appears on the election ballot as the candidate of the association, committee or organization.

     ( * * *il)  The term "person" shall mean any individual, family, firm, * * *corporation, partnership, association or other legal entity.

     ( * * *jm)  The term "independent expenditure" shall mean an expenditure by a person or corporation expressly advocating the election or defeat of a clearly identified candidate that is made without cooperation, coordination or consultation with any candidate or any authorized committee or agent of the candidate, and that is not made in concert with or at the request or suggestion of any candidate or any authorized committee or agent of the candidate.

(n)  The term "coordinated expenditure" shall mean a disbursement or an action to cause a disbursement that:

(i)  Promotes the success or defeat of a candidate or a political party at an election; and

(ii)  Is made in cooperation, consultation, understanding, agreement or concert with, or at the request or suggestion of, the candidate, member of the candidate's committee, or political party that is the beneficiary of the disbursement.

     ( * * *ko)  The term "clearly identified" shall mean that:

          (i)  The name or nickname of the candidate involved appears; or

          (ii)  A photograph or drawing of the candidate appears; or

          (iii)  The identity of the candidate is apparent by unambiguous reference.

     SECTION 2.  Section 23-15-803, Mississippi Code of 1972, is amended as follows:

     23-15-803.  (1)  Each candidate or political committee shall file a statement of organization which must be received by the Secretary of State * * *no later than forty‑eight (48) hours after: prior to the candidate or political committee receiving contributions or making expenditures.  All candidates shall be required to establish a candidate committee and shall report all contributions and expenditures made seeking elective office through the candidate committee.  A candidate may be the sole member and treasurer of a candidate committee.

          (a)  * * *Receipt of contributions aggregating in excess of Two Hundred Dollars ($200.00), Political committees that support or oppose statewide, state district or legislative candidates and statewide ballot measure shall file with the Secretary of State; or

          (b)  * * *Having made expenditures aggregating in excess of Two Hundred Dollars ($200.00) Political committees that support or oppose county or county district candidates or county ballot measures shall file with the county circuit clerk.

(c)  Political committees that support or oppose municipal or municipal district candidates or municipal ballot measures shall file with the municipal clerk.

     (2)  The content of the statement of organization of a candidate committee shall include:

(a)  The name, address, officers and members of the committee;

(b)  An electronic mail (email) address unique to the candidate committee;

(c)  The designation of a chair of the organization and a custodian of the financial books, records and accounts of the organization, who shall be designated treasurer;

(d)  The name, address, office sought and party affiliation, if any, of the candidate; and

(e)  The name of the financial institution(s) where the candidate committee will have campaign funds located.

(3)  The content of the statement of organization of a political committee shall include:

          (a)  The name, address, officers, and members of the committee;

          (b)  An electronic mail (email) address unique to the political committee;

(c)  The designation of a chair of the organization and a custodian of the financial books, records and accounts of the organization, who shall be designated treasurer.  If the chair or the treasurer of the organization is not a Mississippi resident, the political committee shall designate an individual located in Mississippi capable of receiving service of process for the entity; * * *and

          ( * * *cd)  * * *If the committee is authorized by a candidate, then the name, address, office sought and party affiliation of the candidate. The election cycles, as set forth in Section 23-15-807, in which the political committee will be making expenditures.  A political committee may amend its statement of organization to add or remove election cycles in which it will be making expenditures.  If a political committee contributes to a candidate or makes an expenditure in a cycle for a schedule the political committee has not included on its statement of organization, that political committee shall file all remaining reports of the schedule.  A political committee shall file all periodic reports required for the election cycle(s) that it has designated on its statement of organization.

(i)  The political committee shall notify the Secretary of State, or other relevant authority, by January 31 of each year, indicating any changes to the reporting schedule included on its statement of organization. If the political committee opts out for the year and will not file any periodic reports, an annual report shall still be due January 31.

(ii)  If the political committee decides at any point during the calendar year to support or oppose a candidate for election, the political committee may opt in to filing that particular reporting schedule by filing an amended statement of organization with the appropriate office and shall continue filing all required reports until the end of the year.

(e)  The name of the financial institution(s) where the political committee will have campaign funds located.

     ( * * *34)  Any change in information previously submitted in a statement of organization shall be reported * * *and noted on the next regularly scheduled report within thirty (30) days of the change occurring or on an amended statement of organization.

     ( * * *45)  In addition to any other penalties provided by law, the * * *Mississippi Ethics Commission may Secretary of State shall impose administrative penalties against any candidate committee or political committee that fails to comply with the requirements of this section in * * *an amount not to exceed Five Thousand Dollars ($5,000.00) per violation. the following amounts:

(a)  For the first offense within a five-year period, One Thousand Dollars ($1,000.00); or

(b)  For the second violation within a five-year period, Two Thousand Five Hundred Dollars ($2,500.00); or

(c)  For the third violation and any subsequent violations within a five-year period, Five Thousand Dollars ($5,000.00).

     The notice, hearing and appeals provisions of Section 23-15-813 shall apply to any action taken pursuant to this subsection ( * * *45).  The * * *Mississippi Ethics Commission may pursue Attorney General's office or district attorney with appropriate jurisdiction shall pursue judicial enforcement of any penalties issued pursuant to this section at the request of the Secretary of State.  Within five (5) business days of receipt of an alleged violation of campaign finance law from the Secretary of State's office, the Attorney General shall inform the Secretary of State of whether the Attorney General's office believes a violation has occurred, and if not, why.  If the Attorney General does not provide the Secretary of State with the above required information within five (5) business days or if the Secretary of State disagrees with the assessment of the Attorney General's office, the Secretary of State may refer the matter to the district attorney of the district in which either the candidate or the treasurer of the political committee that is the subject of the alleged violations resides.

(6)  Electronic mail (email) addresses, phone numbers and financial institution information are not public records and, therefore, are not subject to disclosure under any request for information.

     SECTION 3.  Section 23-15-805, Mississippi Code of 1972, is amended as follows:

[From July 1, 2025, until January 1, 2027, this section shall read as follows:]

     23-15-805.  (a)  * * *Candidates Candidate committees for state, state district, and legislative district offices, and every political committee, which makes reportable contributions to or expenditures in support of or in opposition to a candidate for any such office or makes reportable contributions to or expenditures in support of or in opposition to a statewide ballot measure, shall file all reports required under this article with the Office of the Secretary of State.  The Secretary of State shall maintain a central site on the Internet to make accessible to the public and searchable all publicly available election-related reports and information.  Reports shall be searchable by the identifiable variables on the report, including, but not limited to, candidate, office sought, itemized contribution, itemized expenditure, amount of contribution and amount of expenditure.  In this section, the term "election-related report" means any report, designation or statement required to be filed under this article.

     (b)  * * *Candidates Candidate committees for county or county district office, and every political committee which makes reportable contributions to or expenditures in support of or in opposition to a candidate for such office or makes reportable contributions to or expenditures in support of or in opposition to a countywide ballot measure or a ballot measure affecting part of a county, excepting a municipal ballot measure, shall file all reports required by this section in the office of the circuit clerk of the county in which the election occurs, or directly to the Office of the Secretary of State * * * via facsimile, electronic mail, postal mail or hand delivery.  The circuit clerk shall forward copies of all reports to the Office of the Secretary of State.

     (c)  Candidates for municipal office, and every political committee which makes reportable contributions to or expenditures in support of or in opposition to a candidate for such office, or makes reportable contributions to or expenditures in support of or in opposition to a municipal ballot measure shall file all reports required by this article in the office of the municipal clerk of the municipality in which the election occurs, or directly to the Office of the Secretary of State * * * via facsimile, electronic mail, postal mail or hand delivery.  The municipal clerk shall forward copies of all reports to the Office of the Secretary of State.

     (d)  The Secretary of State, the circuit clerks and the municipal clerks shall make all reports received under this subsection available for public inspection and copying and shall preserve the reports for a period of five (5) years.

[From and after January 1, 2027, this section shall read as follows:]

23-15-805.  (a)  Candidate committees for state, state district, and legislative district offices, and every political committee that makes reportable contributions to or expenditures in support of or in opposition to a candidate for any such office or makes reportable contributions to or expenditures in support of or in opposition to a statewide ballot measure shall file all reports required under this article with the Office of the Secretary of State through the Secretary of State's online filing system.

(b)  Candidate committees for county or county district office, and every political committee that makes reportable contributions to or expenditures in support of or in opposition to a candidate for such office or makes reportable contributions to or expenditures in support of or in opposition to a countywide ballot measure or a ballot measure affecting part of a county, excepting a municipal ballot measure, shall file all reports required by this section in the office of the circuit clerk through the Secretary of State's online filing system.  The Secretary of State shall ensure the circuit clerk, or their designees, are properly trained on the utilization of the online filing system and have access to the system.

(c)  Candidates for municipal office, and every political committee that makes reportable contributions to or expenditures in support of or in opposition to a candidate for such office, or makes reportable contributions to or expenditures in support of or in opposition to a municipal ballot measure shall file all reports required by this article in the office of the municipal clerk of the municipality in which the election occurs through the Secretary of State's online filing system.  The Secretary of State shall ensure the municipal clerk, or their designees, are properly trained on the utilization of the online filing system and have access to the system.

(d)  The Secretary of State, the circuit clerks and the municipal clerks shall make all reports received under this subsection available for public inspection and copying and shall preserve the reports for a period of five (5) years.

(e)  Any candidate committee or political committee required to file their campaign finance report via the Secretary of State's online filing system shall not be required to submit a report via the Secretary of State's online filing system if they submit an affidavit that they do not have Internet access with the Secretary of State.  The affidavit must be submitted yearly and will be made available with other campaign finance reports.  In the event of the failure of the online filing system that reasonably prevents a candidate committee or political committee from filing a required report, the Secretary of State shall allow for the filing of reports via facsimile, electronic mail, postal mail or hand delivery and make such forms available to candidate committees and political committees for such filings.

(f)  The Secretary of State shall maintain a central site on the Internet to make accessible to the public and searchable all publicly available election-related reports and information.  Reports shall be searchable by the identifiable variables on the report, including, but not limited to, candidate, office sought, itemized contribution, itemized expenditure, amount of contribution and amount of expenditure.  In this section, the term "election-related report" means any report, designation or statement required to be filed under this chapter.

     SECTION 4.  Section 23-15-807, Mississippi Code of 1972, is amended as follows:

     23-15-807.  (a)  Each candidate committee or political committee shall file reports of contributions and disbursements in accordance with the provisions of this section.  All * * *candidates candidate committees or political committees required to report such contributions and disbursements may terminate the obligation to report only upon submitting a final report that contributions will no longer be received or disbursements made, the committee does not carry a cash-on-hand balance, and that the * * *candidate or committee has no outstanding debts or obligations.  The candidate, treasurer or chief executive officer shall sign the report.

     (b)  Candidate committees for candidates seeking election, or nomination for election, and political committees making expenditures * * *to influence or attempt to influence voters for or against the nomination for election of one or more candidates or balloted measures at such election in the relevant election cycles or having so designated on their statement of organization, shall file the following reports:

          (i)  In any calendar year during which there is a regularly scheduled primary election, general election or special election, a pre-election report shall be filed no later than the seventh day before any election in which the candidate or political committee has accepted contributions or made expenditures and shall be completed as of the tenth day before the election;

          (ii)  In * * *1987 and every fourth year thereafter the year in which the Governor is elected, which shall be designated as the gubernatorial election cycle on the statement of organization as required by Section 23-15-803, periodic reports shall be filed no later than the tenth day after April 30, May 31, June 30, September 30 and December 31, and shall be completed as of the last day of each period;

          (iii)  In any calendar * * *years except 1987 and except every fourth year thereafter year in which the candidate is not running for office, a report covering the calendar year shall be filed no later than January 31 of the following calendar year; and

          (iv)  Except as otherwise provided in the requirements of paragraph (i) of this subsection (b), unopposed candidates are not required to file pre-election reports but must file all other reports required by paragraphs (ii) and (iii) of this subsection (b).

     (c)  All * * *candidates candidate committees for judicial office, as defined in Section 23-15-975, * * *or their political committees, shall file periodic reports in the year in which they are to be elected, which shall be designated as the judicial election cycle on the statement of organization required by Section 23-15-803, no later than the tenth day after April 30, May 31, June 30, July 31, August 31, September 30 and December 31.  * * *Candidates for judicial office shall not be required to file an annual report during an election year, but shall file an annual report in all other years. All candidate committees for judicial candidates shall file an annual report in accordance with subsection (b)(iii) of this section.

(i)  In any calendar year during which there is a regularly scheduled election or special election, a pre-election report shall be filed no later than the seventh day before any election in which the candidate committee or political committee has accepted contributions or made expenditures and shall be completed as of the tenth day before the election;

(ii)  In any calendar year in which the candidate is not running for office, a report covering the calendar year shall be filed no later than January 31 of the following calendar year; and

(iii)  Except as otherwise provided in the requirements of paragraph (i) of this subsection, unopposed candidates are not required to file pre-election reports but must file all other reports required by subsection (b)(ii) and (iii) of this section.

     (d)  Each report under this article shall disclose:

          (i)  For the reporting period and the calendar year, the total amount of all contributions and the total amount of all expenditures of the candidate committee or reporting committee, including those required to be identified pursuant to paragraph (ii) of this subsection (d) as well as the total of all other contributions and expenditures during the calendar year.  The reports shall be cumulative during the calendar year to which they relate;

          (ii)  The identification of:

              1.  Each person, candidate committee or political committee who makes a contribution to the reporting candidate committee or political committee during the reporting period, whose contribution or contributions within the calendar year have an aggregate amount or value in excess of Two Hundred Dollars ($200.00) together with the date and amount of any such contribution * * *;.

When making solicitations, committees and their treasurers shall obtain and report the name, address, occupation or employer of each contributor who gives more than Two Hundred Dollars ($200.00) in an election cycle.  For each contribution received aggregating in excess of Two Hundred Dollars ($200.00) per calendar year lacking required contributor information, such as the contributor's full name, mailing address, occupation or name of employer, the treasurer shall, after the receipt of the contribution, obtain the missing information.  If the missing or incomplete information is not received by the next reporting deadline, the contribution shall be returned to the contributor or remitted to the Secretary of State's office to be deposited into the Election Support Fund.  If the missing or incomplete information is filed on an annual report, and the next report required is an annual report, then the missing or incomplete information must be submitted within thirty (30) days of the reporting deadline of the report that the missing or incomplete information was filed on.  If the missing or incomplete information is not corrected, then the contribution shall be returned to the contributor or remitted to the Secretary of State's office to be deposited into the Election Support Fund; and

              2.  Each person * * * or, candidate committee, organization, candidate or political committee who receives an expenditure, payment or other transfer from the reporting candidate committee, political committee or its agent, employee, designee, contractor, consultant or other person or persons acting * * *in on its behalf during the reporting period when the expenditure, payment or other transfer to the person, organization, candidate or political committee within the calendar year have an aggregate value or amount in excess of Two Hundred Dollars ($200.00) together with the date, purpose and amount of the expenditure * * *;.

If the candidate committee or political committee has received any service, performance or anything of value during a reporting period but has yet to make payment or other transfer, the service, performance or anything of value received in exchange for a future payment or other transfer shall be reported during the reporting period it was received with a designation that a payment or other transfer is to be made at a later date;

(iii)  Any interest, dividends or income earned by investment of monies held by a campaign committee or political committee shall not be reported as a contribution but shall be reported as a separate category;

          ( * * *iiiiv)  The total amount of cash on hand of each reporting candidate and reporting political committee;

          ( * * *ivv)  In addition to the contents of reports specified in paragraphs (i), (ii) * * * and, (iii) and (iv) of this subsection (d), each political party shall disclose:

              1.  Each person, candidate committee or political committee who makes a contribution to a political party during the reporting period and whose contribution or contributions to a political party within the calendar year have an aggregate amount or value in excess of Two Hundred Dollars ($200.00), together with the date and amount of the contribution;

              2.  Each person, candidate committee or organization who receives an expenditure or expenditures * * *by a political party during the reporting period when the expenditure or expenditures to the person or organization within the calendar year have an aggregate value or amount in excess of Two Hundred Dollars ($200.00), together with the date, purpose and amount of the expenditure;

          ( * * *vvi)  Disclosure required under this section of an expenditure to a credit card issuer, financial institution or business allowing payments and money transfers to be made over the Internet must include, by way of detail or separate entry, the amount of funds passing to each person, business entity or organization receiving funds from the expenditure * * *. that would have otherwise been required to be itemized under subsection (d)(ii);

(vii)  Disclosure required under this section of a contribution from a financial institution or business allowing payments and money transfers to be made over the Internet must include, by way of detail or separate entry, the amount of funds passing from each person, business entity or organization contributing funds that would have otherwise been required to be itemized under subsection (d)(ii);

(viii)  Anonymous contributions shall not be accepted.  Any anonymous contributions shall be returned to the donor if possible.  If not possible, such funds shall be remitted to the Secretary of State within five (5) days of receipt to be deposited into the Election Support Fund.

(e)  Each report required under this section shall include a penalty of perjury certification, signed by the candidate or the chair or treasurer of the political committee, that the information included in the report is true, accurate and complete to the best of the signer's knowledge.

     ( * * *ef)  The appropriate office specified in Section 23-15-805 must be in actual receipt of the reports specified in this article by 5:00 p.m. on the dates specified in subsection (b) of this section.  If the date specified in subsection (b) of this section shall fall on a weekend or legal holiday then the report shall be due in the appropriate office at 5:00 p.m. on the first working day before the date specified in subsection (b) of this section.  The reporting candidate committee or reporting political committee shall ensure that the reports are delivered to the appropriate office by the filing deadline.  The Secretary of State may approve specific means of electronic transmission of completed campaign finance disclosure reports, which may include, but not be limited to, transmission by electronic facsimile (FAX) devices.

     ( * * *fg)  (i)  If any contribution of more than Two Hundred Dollars ($200.00) is received by a candidate * * *or candidate's political committee after the tenth day and is not reported on the pre-election report, but more than forty-eight (48) hours before 12:01 a.m. of the day of the election, the candidate committee or political committee shall notify the appropriate office designated in Section 23-15-805, within forty-eight (48) hours of receipt of the contribution.  The notification shall include:

              1.  The name of the receiving candidate;

              2.  The name of the receiving * * *candidate's political candidate committee, if any;

              3.  The office sought by the candidate;

              4.  The identification of the contributor;

              5.  The date of receipt;

              6.  The amount of the contribution;

              7.  If the contribution is in-kind, a description of the in-kind contribution; and

              8.  The signature of the candidate or the treasurer or chair of the * * *candidate's political organization candidate committee.

          (ii)  1.  From July 1, 2025, until January 1, 2027, this paragraph (ii) shall read as follows:

     The notification shall be in writing, and may be transmitted electronically, by overnight mail, courier service, or other reliable means, including electronic facsimile (FAX), but the candidate or candidate's committee shall ensure that the notification shall in fact be received in the appropriate office designated in Section 23-15-805 within forty-eight (48) hours of the contribution.

2.  From and after January 1, 2027, this paragraph (ii) shall read as follows:

The notification shall be in writing, and be transmitted to the appropriate office under Section 23-15-805 via the Secretary of State's online filing system.  The candidate or candidate's committee shall ensure that the notification shall in fact be received in the appropriate office designated in Section 23-15-805 within forty-eight (48) hours of the contribution.

(h)  (i)  If any expenditure of more than Two Hundred Dollars ($200.00) is made by a candidate committee after the tenth day and is not reported on the pre-election report, but more than forty-eight (48) hours before 12:01 a.m. of the day of the election, the candidate committee or political committee shall notify the appropriate office designated in Section 23-15-805, within forty-eight (48) hours of making the expenditure.  The notification shall include:

1.  The name of the candidate committee making the expenditure;

2.  The name of the candidate;

3.  The office sought by the candidate;

4.  The identification of the entity receiving the expenditure;

5.  The date of expenditure;

6.  The purpose of the expenditure;

7.  The amount of the expenditure; and

8.  The signature of the candidate or the treasurer or chair of the candidate committee.

(ii)  1.  From July 1, 2025, until January 1, 2027, this paragraph (ii) shall read as follows:

The notification shall be in writing, and may be transmitted electronically, by overnight mail, courier service, or other reliable means, including electronic facsimile (FAX), but the candidate committee shall ensure that the notification shall in fact be received in the appropriate office designated in Section 23-15-805 within forty-eight (48) hours of the expenditure.

2.  From and after January 1, 2027, this paragraph (ii) shall read as follows:

The notification shall be in writing and be transmitted to the appropriate office under Section 23-15-805 via the Secretary of State's online filing system.  The candidate or candidate's committee shall ensure that the notification shall in fact be received by the appropriate office designated in Section 23-15-805 within forty-eight (48) hours of the contribution.

     SECTION 5.  Section 23-15-809, Mississippi Code of 1972, is amended as follows:

     23-15-809.  (a)  Every person who makes independent expenditures in an aggregate amount or value in excess of Two Hundred Dollars ($200.00) during a calendar year shall file a statement containing the information required under Section 23-15-807.  Such statement shall be filed with the appropriate offices as provided for in Section 23-15-805, and such person shall be considered a political committee for the purpose of determining place of filing.

     (b)  Statements required to be filed by this subsection shall include:

          (i)  Information indicating whether the independent expenditure is in support of, or in opposition to, the candidate involved;

          (ii)  Under penalty of perjury, a certification of whether or not such independent expenditure is made in cooperation, consultation or concert with, or at the request or suggestion of, any candidate or any authorized committee or agent of such candidate; and

          (iii)  The identification of each person who made a contribution in excess of Two Hundred Dollars ($200.00) to the person filing such statement which was made for the purpose of furthering an independent expenditure.

(c)  Persons making such expenditures must ensure that the receiving entity receives the report or statement by close of business on the second business day following the date on which the expenditure is made, or the communication is publicly distributed or otherwise publicly disseminated, whichever occurs first.

(d)  A person failing to file reports required under subsection (c) shall be subject to the same civil penalties as candidate committees and political committees under Section 23-15-813.

     SECTION 6.  Section 23-15-811, Mississippi Code of 1972, is amended as follows:

     23-15-811.  (a)  Any candidate, an authorized representative of a candidate committee or any other person who willfully violates the provisions and prohibitions of this article shall be guilty of a misdemeanor and upon conviction shall be punished by a fine in a sum not to exceed * * *Three Thousand Dollars ($3,000.00) Five Thousand Dollars ($5,000.00) or imprisoned for not longer than * * *six (6) months one (1) year, or by both fine and imprisonment.

     (b)  In addition to the penalties provided in subsection (a) of this section and Chapter 13, Title 97, Mississippi Code of 1972, any candidate committee or political committee which is required to file a statement or report and fails to file the statement or report on the date it is due may be compelled to file the statement or report by an action in the nature of a mandamus brought by the * * * Mississippi Ethics Commission Attorney General's office at the request of the Secretary of State's office.  Within five (5) business days of a request for a mandamus from the Secretary of State's office, the Attorney General shall inform the Secretary of State whether the Attorney General's office will pursue a mandamus action, and if not, why.  If the Attorney General does not provide the Secretary of State the above required information within five (5) business days or if the Secretary of State disagrees with the assessment of the Attorney General's office, the Secretary of State may refer the matter to the district attorney of the district in which either the candidate or the treasurer of the political committee that is the subject of the requested mandamus action.

     (c)  No candidate shall be certified as nominated for election or as elected to office until * * *he or she his or her candidate committee files all reports required by this article that are due as of the date of certification.

     (d)  No person shall be qualified to appear on the ballot if, by the time the candidate is approved to appear on the ballot for the office sought, * * *he or she his or her candidate committee has failed to file all reports required to be filed within the last five (5) years.

     (e)  No candidate who is elected to office shall receive any salary or other remuneration for the office until * * *he or she his or her candidate committee files all reports required by this article that are due as of the date the salary or remuneration is payable.

     (f)  In the event that a candidate committee fails to timely file any report required pursuant to this article but subsequently files a report or reports containing all of the information required to be reported and pays any assessed fines, the candidate shall not be subject to the sanctions of subsections (c) and (d) of this section.

     SECTION 7.  Section 23-15-813, Mississippi Code of 1972, is amended as follows:

     23-15-813.  (a)  In addition to any other penalty permitted by law, the  * * *Mississippi Ethics Commission Secretary of State shall require any candidate committee or political committee, as identified in Section 23-15-805(a), and any other political committee registered with the Secretary of State, who fails to file a campaign finance disclosure report as required under Sections 23-15-801 through 23-15-813, or Sections 23-17-47 through 23-17-53, or who shall file a report that fails to substantially comply with the requirements of Sections 23-15-801 through 23-15-813, or Sections 23-17-47 through 23-17-53, to be assessed a civil penalty as follows:

          (i)  Within * * *five (5) two (2) calendar days after any deadline for filing a report pursuant to Sections 23-15-801 through 23-15-813, except Section 23-15-807(b)(i), or Sections 23-17-47 through 23-17-53, the Secretary of State shall compile a list of those * * *candidates candidate committees and political committees who have failed to file a report.  * * *The list shall be provided to the Mississippi Ethics Commission. The Secretary of State shall provide each candidate committee or political committee, who has failed to file a report, notice of the failure by electronic mail, and if electronic mail is not available, then by first-class mail.

          (ii)  Beginning with the * * *tenth fifth calendar day after which any periodic or annual report is due, the * * *Mississippi Ethics Commission Secretary of State shall assess the delinquent candidate committee and political committee a civil penalty * * * of Fifty Dollars ($50.00) for each day or part of any day until a valid report is delivered to the Secretary of State, up to a maximum of ten (10) days.  * * * In the discretion of the Mississippi Ethics Commission, the assessing of the fine may be waived, in whole or in part, if the Commission determines that unforeseeable mitigating circumstances, such as the health of the candidate, interfered with the timely filing of a report.  Failure of a candidate or political committee to receive notice of failure to file a report from the Secretary of State is not an unforeseeable mitigating circumstance, and failure to receive the notice shall not result in removal or reduction of any assessed civil penalty. If the fifth calendar day falls on a Saturday, Sunday or legal holiday, fine assessment shall begin the next business day.  The Secretary of State shall accept reports on a Saturday, Sunday or legal holiday if filed electronically with a timestamp.

1.  Candidate committees for statewide office shall be assessed a civil penalty of One Thousand Dollars ($1,000.00) for each day.

2.  Candidate committees for state district office shall be assessed a civil penalty of Five Hundred Dollars ($500.00) for each day.

3.  Candidate committees for legislative office shall be assessed a civil penalty of Two Hundred Fifty Dollars ($250.00) for each day.

4.  Political committees shall be assessed a civil penalty of One Thousand Dollars ($1,000.00) for each day.

(b)  (i)  Within two (2) calendar days after any deadline for filing a pre-election report pursuant to Section 23-15-807(b)(i), the Secretary of State shall compile a list of those candidates and political committees who have failed to file a report.  The Secretary of State shall provide each candidate or political committee, who has failed to file a report, notice of the failure by electronic mail, if electronic mail is not available, by first-class mail.

(ii)  Beginning with the third calendar day after which any pre-election report is due, the Secretary of State shall assess the delinquent candidate committee and political committee a civil penalty for each day or part of any day until a valid report is delivered to the Secretary of State, up to a maximum of ten (10) days.  The Secretary of State shall accept reports on Saturdays, Sundays and legal holidays if filed electronically with a timestamp.

1.  Candidate committees for statewide office shall be assessed a civil penalty of One Thousand Dollars ($1,000.00) for each day.

2.  Candidate committees for state district office shall be assessed a civil penalty of Five Hundred Dollars ($500.00) for each day.

3.  Candidate committees for legislative office shall be assessed a civil penalty of Two Hundred Fifty Dollars ($250.00) for each day.

4.  Political committees shall be assessed a civil penalty of One Thousand Dollars ($1,000.00) for each day.

5.  If any candidate that is required to file a report to the Secretary of State has not filed a pre-election report by 5:00 p.m., the Secretary of State shall compile a list of those candidates and disseminate it to the members of the Mississippi Press Association.

     ( * * *iiic)  Filing of the required report and payment of the fine within ten (10) calendar days of notice by the Secretary of State that a required statement has not been filed constitutes compliance with Sections 23-15-801 through 23-15-813, or Sections 23-17-47 through 23-17-53.

     ( * * *ivd)  Payment of the fine without filing the required report does not excuse or exempt any person from the filing requirements of Sections 23-15-801 through 23-15-813, and Sections 23-17-47 through 23-17-53.

     ( * * *ve)  If any candidate committee or political committee is assessed a civil penalty, and the penalty is * * *not subsequently * * *waived by the Mississippi Ethics Commission appealed, the candidate committee or political committee shall pay the fine to the * * *Commission Secretary of State within * * *ninety (90) sixty (60) days of the date of the assessment of the fine.  The fine shall be deposited into the Elections Support Fund.  If, after * * *one hundred twenty (120) ninety (90) days of the assessment of the fine the payment for the entire amount of the assessed fine has not been received by the * * *Commission Secretary of State, the * * *Commission Secretary of State shall notify the Attorney General of the delinquency, and the Attorney General shall file, where necessary, a suit to compel payment of the civil penalty.  Within five (5) business days of receipt of notice of the delinquency, the Attorney General shall inform the Secretary of State of whether the Attorney General's office will compel payment of the civil penalty, and if not, why.  If the Attorney General does not provide the Secretary of State with the above required information within five (5) business days or if the Secretary of State disagrees with the assessment of the Attorney General's office, the Secretary of State may refer the matter to the district attorney of the district in which either the candidate or the treasurer of the political committee that is the subject of the delinquency.

     ( * * *bf)  (i)  * * *Upon the sworn application, made within sixty (60) calendar days of the date upon which the required report is due, of a candidate or political committee against whom a civil penalty has been assessed pursuant to subsection (a) of this section, the Secretary of State shall forward the application to the State Board of Election Commissioners.  The State Board of Election Commissioners shall appoint one or more hearing officers who shall be former chancellors, circuit court judges, judges of the Court of Appeals or justices of the Supreme Court, to conduct hearings held pursuant to this article.  The hearing officer shall fix a time and place for a hearing and shall cause a written notice specifying the civil penalties that have been assessed against the candidate or political committee and notice of the time and place of the hearing to be served upon the candidate or political committee at least twenty (20) calendar days before the hearing date.  The notice may be served by mailing a copy of the notice by certified mail, postage prepaid, to the last‑known business address of the candidate or political committee.

  (ii)  The hearing officer may issue subpoenas for the attendance of witnesses and the production of documents at the hearing.  Process issued by the hearing officer shall extend to all parts of the state and shall be served by any person designated by the hearing officer for the service.

  (iii)  The candidate or political committee has the right to appear either personally, by counsel or both, to produce witnesses or evidence in his or her behalf, to cross‑examine witnesses and to have subpoenas issued by the hearing officer.

  (iv)  At the hearing, the hearing officer shall administer oaths as may be necessary for the proper conduct of the hearing.  All hearings shall be conducted by the hearing officer, who shall not be bound by strict rules of procedure or by the laws of evidence, but the determination shall be based upon sufficient evidence to sustain it.  The scope of review at the hearing shall be limited to making a determination of whether failure to file a required report was due to an unforeseeable mitigating circumstance.

  (v)  In any proceeding before the hearing officer, if any witness fails or refuses to attend upon a subpoena issued by the commission, refuses to testify, or refuses to produce any documents called for by a subpoena, the attendance of the witness, the giving of his or her testimony or the production of the documents shall be enforced by a court of competent jurisdiction of this state in the manner provided for the enforcement of attendance and testimony of witnesses in civil cases in the courts of this state.

  (vi)  Within fifteen (15) calendar days after conclusion of the hearing, the hearing officer shall reduce his or her decision to writing and forward an attested true copy of the decision to the last‑known business address of the candidate or political committee by way of United States first‑class, certified mail, postage prepaid.

(c)  (i)  The right to appeal from the decision of the hearing officer in an administrative hearing concerning the assessment of civil penalties authorized pursuant to this section is granted. In the event the candidate committee or political committee appeals, the appeal shall be to the Circuit Court of Hinds, Madison or Rankin County * * * and shall include a verbatim transcript of the testimony at the hearing.  The appeal shall be taken within thirty (30) calendar days after notice of the decision of the * * *commission following an administrative hearing fine by the Secretary of State.  The appeal shall be perfected upon filing notice of the appeal and the prepayment of all costs, * * *including the cost of preparing the record of the proceedings by the hearing officer, and filing a bond in the sum of Two Hundred Dollars ($200.00), conditioned that if the decision of the * * *hearing officer Secretary of State is affirmed by the court, the candidate or political committee will pay the costs of the appeal and the action in court. * * *  If the decision is reversed by the court, the Mississippi Ethics Commission will pay the costs of the appeal and the action in court.

          (ii)  If there is an appeal, the appeal shall act as a supersedeas.  The court shall dispose of the appeal and enter its decision promptly.  The hearing on the appeal may be tried in vacation, in the court's discretion.  * * *The scope of review of the court shall be limited to a review of the record made before the hearing officer to determine if the action of the hearing officer is unlawful for the reason that it was 1. not supported by substantial evidence, 2. arbitrary or capricious, 3. beyond the power of the hearing officer to make, or 4. in violation of some statutory or constitutional right of the appellant. The decision of the court may be appealed to the Supreme Court in the manner provided by law.

 * * * (d)  If, after forty‑five (45) calendar days of the date of the administrative hearing procedure set forth in subsection (b), the candidate or political committee identified in subsection (a) of this section fails to pay the monetary civil penalty imposed by the hearing officer, the Secretary of State shall notify the Attorney General of the delinquency.  The Attorney General shall investigate the offense in accordance with the provisions of this chapter, and where necessary, file suit to compel payment of the unpaid civil penalty.

     ( * * *eg)  If, after twenty (20) calendar days of the date upon which a campaign finance disclosure report is due, a candidate committee or political committee identified in subsection (a) or (b) of this section shall not have filed a valid report with the Secretary of State, the Secretary of State shall notify the Attorney General of those candidates and political committees who have not filed a valid report, and the Attorney General shall prosecute the delinquent candidates and political committees.

     SECTION 8.  Section 23-15-815, Mississippi Code of 1972, is amended as follows:

     23-15-815.  * * *(a)  The Secretary of State shall prescribe and make available forms and promulgate rules and regulations necessary to implement this article.

(b)  The Secretary of State, circuit clerks and municipal clerks shall, within forty‑eight (48) hours after the time of the receipt by the appropriate office of reports and statements filed with it, make them available for public inspection, and copying at the expense of the person requesting such copying, and keep such designations, reports and statements for a period of three (3) years from the date of receipt. (1)  It shall be the duty and power of the Secretary of State:

(a)  To prescribe forms of statements and other information required to be filed by this article, to furnish such forms to the county circuit clerks and municipal clerks and individuals, or others required to file such statements and information, and to prepare and publish on the Secretary of State's website a manual setting forth the provisions of this article.

(b)  The Secretary of State, circuit clerks and municipal clerks shall, within forty-eight (48) hours after the time of the receipt by the appropriate office of reports and statements filed with it, make them available for public inspection, and copying at the expense of the person requesting such copying, and keep such designations, reports and statements for a period of five (5) years from the date of receipt.

(c)  To accept and file any information voluntarily supplied that exceeds the requirements of this article, subject to redaction of nonpublic information.

(d)  To publish an annual report detailing the year's campaign finance activity, including, but not limited to, the number of reports filed, fines assessed, fines collected, and a summary of any issues reported and investigated.

(e)  The Secretary of State shall inspect or cause to be inspected each statement of organization or report filed with the Secretary of State under this article within ten (10) days after the date it is filed.  The Secretary of State shall notify, no more than ten (10) days and at least five (5) days before each report is due, each candidate or treasurer whose statement of organization has been filed, of the specific date each report is due.  He or she shall immediately notify any individual, candidate, treasurer, political committee, referendum committee or other entity that may be required to file a statement under this chapter if:

(i)  It appears that the individual, candidate, treasurer, political committee, referendum committee or other entity has failed to file a statement or report as required by law or that a statement or report filed does not conform to this article; or

(ii)  A written complaint is filed under oath with the Secretary of State by any registered candidate or authorized representative of a candidate or political party of this state alleging that a statement or report filed with the Secretary of state does not conform to this article or to the truth, or that an individual, candidate, treasurer, political committee, referendum committee or other entity has failed to file a statement required by this article.  The entity that is the subject of the complaint shall be given an opportunity to respond to the complaint within five (5) business days before any action is taken requiring compliance.

(f)  The Secretary of State shall promulgate rules and regulations to effectuate a written complaint and response process as outlined in paragraph (e) of this subsection.

(2)  To make investigations to the extent the Secretary of State deems necessary with respect to statements and reports filed under the provisions of this article and with respect to alleged failures to file any statement or reports required under the provisions of this article and, upon complaint, signed and sworn under oath or affirmation, by any registered candidate or authorized representative of a candidate or political party, with respect to alleged violations of any part of this article.  The Secretary of State may also make investigations into the failure to report by any candidate committee or political committee that is required to file with the Secretary of State and has not done so by the end of the fine period set forth in Section 23-15-807.  All investigations shall be confidential, and no investigation shall be initiated more than four (4) years from the earliest of the following dates:

(a)  The facts constituting the violation are known to the Secretary of State;

(b)  The facts constituting the violation can be determined from the public record; or

(c)  The complainant knew or should have known of the conduct upon which the complaint is based.

(3)  In conducting an investigation, the Secretary of State may:

(a)  (i)  Conduct investigations within or outside of this state which the Secretary of State considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this article or a rule adopted, or order issued under this article, or to aid in the enforcement of this article or in the adoption of rules and forms under this article; or

(ii)  Require or permit a person to testify, file a statement or produce a record, under oath or otherwise as the Secretary of State determines, as to all the facts and circumstances concerning a matter to be investigated or about which an action or proceeding is to be instituted; or

(iii)  Administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the filing of statements, and require the production of any records that the Secretary of State considers relevant or material to the investigation.

(b)  Apply to the Circuit Court of Hinds County, Madison County or Rankin County, or a court of another state, to enforce compliance if a person does not appear or refuses to testify, file a statement, produce records, or otherwise does not obey a subpoena as required by the Secretary of State under this article.  The court may:

(i)  Hold the person in contempt;

(ii)  Order the person to appear before the administrator;

(iii)  Order the person to testify about the matter under investigation or in question;

(iv)  Order the production of records;

(v)  Grant injunctive relief, including restricting or prohibiting the offer or sale of securities or the providing of investment advice; and

(vi)  Grant any other necessary or appropriate relief.

(4)  To request and receive confidential recommendations from the Attorney General's office regarding the appropriateness of a criminal referral of campaign finance violations.  In the event the referral of campaign finance violations may be regarding the Attorney General or their opponent, the Secretary of State may request and receive confidential recommendations from the proper district attorney.

(5)  After investigation and receipt of the confidential recommendations from the Attorney General regarding the appropriateness of a criminal referral for campaign finance violations, to report apparent violations by candidates, political committees, referendum committees, individuals or persons to the proper district attorney or the Attorney General's office.

(6)  To prescribe and furnish forms of reports and other material to the county circuit clerk for distribution to candidates and committees required to be filed with the county.

(7)  To prescribe and furnish forms of reports and other material to the municipal clerk for distribution to candidates and committees required to be filed with the municipality.

(8)  To instruct the county and municipal election officials as to their respective duties and responsibilities relative to the administration of this article.

(9)  To establish a process for determination as to whether communication is a contribution, expenditure, or independent expenditure prior to the airing or distribution of that communication when so requested to an individual or person producing a communication.

(10)  To publish guidelines for filing of the required statements and reports.

(11)  When the Secretary of State is a candidate for office, the Mississippi Ethics Commission shall have the same duties and protections under subsections (2) through (5) in regard to all candidates seeking the same office as the Secretary of State.

     SECTION 9.  Section 23-15-817, Mississippi Code of 1972, is amended as follows:

     23-15-817.  The Secretary of State shall compile a list of all candidates for the Legislature or any statewide or state district office who fail to file a campaign disclosure report by the dates specified in Section 23-15-807(b).  The * * *list shall be provided to the Mississippi Ethics Commission so that the Commission may Attorney General, on behalf of the Secretary of State, shall bring a mandamus as provided in Section 23-15-811 or take any other disciplinary action as provided in this chapter.  The list shall also be disseminated to the members of the Mississippi Press Association within two (2) working days after such periodic reports are due and made available to the public.  List for pre-election reports shall be made available by 7:00 p.m. on the due date indicating those who have not filed.

     SECTION 10.  Section 23-15-819, Mississippi Code of 1972, is amended as follows:

     23-15-819.  (1)  It shall be unlawful for a foreign national, directly or through any other person, to make any contribution or any expenditure of money or other thing of value, or to promise expressly or impliedly to make any such contribution or expenditure, in connection with an election to any political office or in connection with any primary election, convention or caucus held to select candidates for any political office.

(2)  It shall be unlawful for a foreign national, directly or through any other person, to make any contribution or any expenditure of money or other thing of value, or to promise expressly or impliedly to make any such contribution or expenditure, in connection with an election for any constitutional amendment, local ballot measure, ballot referendum, or other similar measures.

     ( * * *23)  No person shall knowingly solicit, accept or receive any such contribution from a foreign national, and no person shall knowingly aid or facilitate a violation of subsection (1) or (2) of this section.

     ( * * *34)  The term "foreign national" means:

          (a)  A foreign national as defined in 22 USCS 611(b), except that the terms "foreign national" does not include any individual who is a citizen of the United States; or

          (b)  An individual who is not a citizen of the United States and who is not lawfully admitted for permanent residence.

(5)  Any person who knowingly violates this section shall be guilty of a misdemeanor and upon conviction shall be punished by a fine in a sum equal to three (3) times the amount involved in the violation or Ten Thousand Dollars ($10,000.00), whichever amount is greater, or imprisoned for not longer than six (6) months, or by both fine and imprisonment.  The payment of such fine may not be paid from any campaign contributions.

(6)  If an unlawful contribution by a foreign national is unknowingly received, the value of the unlawful contribution shall be paid to the Secretary of State within thirty (30) days of discovery.  Any person who fails to remit payment to the Secretary of State within thirty (30) days shall be subject to the penalties set forth in subsection (5).  The Secretary of State shall remit any payment received to the Election Support Fund.

     SECTION 11.  Section 23-15-821, Mississippi Code of 1972, is amended as follows:

     23-15-821.  (1)  The personal use of campaign contributions by any elected public officeholder or by any candidate for public office is prohibited.  Personal use of campaign contributions by a political committee are also prohibited.

          (a)  For the purposes of this section, "personal use" is defined as any use, other than expenditures related to gaining or holding public office, or performing the functions and duties of public office, for which the candidate for public office or elected public official would be required to treat the amount of the expenditure as gross income under Section 61 of the Internal Revenue Code of 1986, 26 USC Section 61, or any subsequent corresponding Internal Revenue Code of the United States, as from time to time amended.  "Personal use" shall not include donations to a political organization, or to a political action committee, or to another candidate.

          (b)  "Candidate" shall mean any individual described in Section 23-15-801(b), and shall include any person having been a candidate until such time that the person takes office or files a termination report as provided in this section.

          (c)  "Officeholder" shall mean any elected or appointed official from the beginning of his or her term of office until that person no longer holds office.

     (2)  The following personal use expenditures are specifically prohibited under this section:

          (a)  Any residential or household items, supplies or expenditures, including mortgage, rent or utility payments for any part of any personal residence where a homestead exemption is claimed of a candidate or officeholder or a member of the candidate's or officeholder's family;

          (b)  Mortgage, rent or utility payments for any part of any nonresidential property that is owned by a candidate or officeholder or a member of a candidate's or officeholder's family and used for campaign purposes, to the extent the payments exceed the fair market value of the property usage;

          (c)  Funeral, cremation or burial expenses within a candidate's or officeholder's family;

          (d)  Clothing, other than items of de minimis value that are used for gaining or holding public office or performing the functions and duties of public office;

          (e)  Automobiles, except for automobile rental expenses and other automobile expenses related to gaining or holding public office or performing the functions and duties of public office;

          (f)  Tuition payments within a candidate's or officeholder's family other than those associated with training campaign staff or associated with an officeholder's duties;

          (g)  Salary payments to a member of a candidate's family, unless the family member is providing bona fide services to the campaign.  If a family member provides bona fide services to a campaign, any salary payments in excess of the fair market value of the services provided is personal use;

          (h)  Nondocumented loans of any type, including loans to candidates;

          (i)  Travel expenses except for travel expenses of a candidate, officeholder or staff member of the officeholder for travel undertaken as an ordinary and necessary expense of gaining or holding public office, or performing the functions and duties of public office or for attending meetings or conferences of officials similar to the office held or sought, or for an issue the legislative body is or will consider, or attending a state or national convention of any party.  If a candidate or officeholder uses campaign contributions to pay expenses associated with travel that involves both personal activities and activities related to gaining or holding public office or performing the functions and duties of public office, the incremental expenses that result from the personal activities are personal use, unless the person(s) benefiting from this use reimburse(s) the campaign account within thirty (30) days for the amount of the incremental expenses; and

          (j)  Payment of any fines, fees or penalties assessed pursuant to Mississippi law, except those civil penalties levied under this article against a political committee may be paid using campaign contributions.

     (3)  Any expense that reasonably relates to gaining or holding public office, or performing the functions and duties of public office, is a specifically permitted use of campaign contributions.  Such expenditures are not considered personal use expenditures and may include, but are not limited to, the following expenditures:

          (a)  The defrayal of ordinary and necessary expenses of a candidate or officeholder, including expenses reasonably related to performing the duties of the office held or sought to be held;

          (b)  Campaign office or officeholder office expenses and equipment, provided the expenditures and the use of the equipment can be directly attributable to the campaign or office held;

          (c)  Donations to charitable organizations, not-for-profit organizations or for sponsorships, provided the candidate or officeholder does not receive monetary compensation, other than reimbursements of expenses, from the recipient organization;

          (d)  Gifts of nominal value and donations of a nominal amount made on a special occasion such as a holiday, graduation, marriage, retirement or death, unless made to a member of the candidate's or officeholder's family;

          (e)  Meal and beverage expenses which are incurred as part of a campaign activity or as a part of a function that is related to the candidate's or officeholder's responsibilities, including meals between and among candidates and/or officeholders that are incurred as an ordinary and necessary expense of seeking, holding or maintaining public office, or seeking, holding or maintaining a position within the Legislature or other publicly elected body;

          (f)  Reasonable rental or accommodation expenses incurred by an officeholder during a legislative session or a day or days in which the officeholder is required by his or her duties to be at the Capitol or another location outside the officeholder's county of residence.  Such rental or accommodation expenses shall not exceed Fifty Dollars ($50.00) per day, if the officeholder receives per diem, or One Hundred Ninety Dollars ($190.00) per day, if the officeholder receives no per diem.  Any expenses incurred under this paragraph (f) must be reported as an expenditure pursuant to this section;

          (g)  Communication access expenses, including mobile devices and Internet access costs.  Examples of communication access expenses include, but are not limited to, the following:  captioning on television advertisements; video clips; sign language interpreters; computer-aided real-time (CART) services; and assistive listening devices;

          (h)  Costs associated with memberships to chambers of commerce and civic organizations;

          (i)  Legal fees and costs associated with any civil action, criminal prosecution or investigation related to conduct reasonably related to the candidacy or performing the duties of the office held.

     (4)  Upon filing the termination report required under Section 23-15-807 showing a Zero Dollar ($0.00) cash on hand balance, any campaign contributions not used to pay for the expenses of gaining or holding public office or performing the functions and duties of public office shall:

 * * *  (a)  Be maintained in a campaign account(s);

          ( * * *ba)  Be donated to a political organization, or to a political action committee, or to another candidate;

          ( * * *cb)  Be transferred, in whole or in part, into a newly established political action committee or ballot question advocate;

          ( * * *dc)  Be donated to a tax-exempt charitable organization as that term is used in Section 501(c)(3) of the Internal Revenue Code of 1986, 26 USC Section 501, or any subsequent corresponding Internal Revenue Code of the United States, as from time to time amended;

          ( * * *ed)  Be donated to the State of Mississippi; or

          ( * * *fe)  Be returned to a donor or donors.

     (5)  Any candidate for public office or any elected official who willfully violates this section shall be guilty of a misdemeanor and punished by a fine of One Thousand Dollars ($1,000.00) and by a state assessment equal to the amount of misappropriated campaign contributions.  The state assessment shall be deposited into the Public Employees' Retirement System.  No fine or assessment imposed under this section shall be paid by a third party.

     (6)  (a)  Any contributions accruing to a candidate's or officeholder's campaign account before January 1, 2018, shall be exempt and not subject to the provisions of this section.  All exempt contributions must be designated as exempt on all reports filed with the Secretary of State pursuant to the provisions of this chapter.

(b)  If a candidate has exempt campaign finance contributions and no longer holds office, the contributions shall be dispensed with and properly reported to the Secretary of State's office within one (1) year after leaving office.

     (7)  The Mississippi Ethics Commission shall issue advisory opinions regarding any of the requirements set forth in this section.  When any officeholder or candidate requests an advisory opinion, in writing, and has stated all of the facts to govern the opinion, and the Ethics Commission has prepared and delivered the opinion with references to the request, there shall be no civil or criminal liability accruing to or against any officeholder or candidate who, in good faith, follows the direction of the opinion and acts in accordance with the opinion, unless a court of competent jurisdiction, after a full hearing, judicially declares that the opinion is manifestly wrong and without any substantial support.  No opinion shall be given or considered if the opinion would be given after judicial proceedings have commenced.

     All advisory opinions issued pursuant to the provisions of this subsection (7) shall be made public and shall be issued within ninety (90) days of written request.  The request for an advisory opinion shall be confidential as to the identity of the individual making the request.  The Ethics Commission shall, so far as practicable and before making public * * *, an advisory opinion issued under the provisions of * * *on this subsection (7), make such deletions and changes thereto as may be necessary to ensure the anonymity of the public official and any other person named in the opinion.

SECTION 12.  Candidates shall disclose the identity of any individual or entity from which the candidate or the candidate's committee receives a loan or other extension of credit for use in his or her campaign and any cosigners for a loan or extension of credit.  The candidate or the candidate's committee shall disclose how the loan or other extension of credit was used, and how and when the loan or other extension of credit is to be repaid and the method of repayment.  The candidate or the candidate's committee shall disclose all loan documents related to such loans or extensions of credit.  The outstanding balance of any loan shall be reported separately on the reports required under section 23-15-807.

SECTION 13.  (1)  The candidate or treasurer of each candidate committee or political committee shall keep detailed accounts, current within not more than ten (10) business days after the date of receiving a contribution or making an expenditure, of all contributions received and all expenditures made by or on behalf of the candidate or committee.  The candidate or treasurer shall also keep detailed accounts of all deposits and of all withdrawals made to the separate campaign depository account and of all interest earned on any such deposits.

     (2)  Accounts kept by the candidate or treasurer of a political committee pursuant to this section may be inspected under reasonable circumstances before, during, or after the election to which the accounts refer by any authorized representative of the Secretary of State.  The right of inspection may be enforced by appropriate writ issued by any court of competent jurisdiction.

     (3)  Records of such accounts shall be preserved for four (4) years from the date of the contribution, expenditure, gift, investment or loan.  If there are judicial proceedings, the record shall be retained as directed by the court.

SECTION 14.  (1)  It shall be unlawful for any corporation, incorporated company or incorporated association, by whatever name it may be known, incorporated or organized under the laws of any state, or for any servant, agent, employee or officer thereof, to give, donate, appropriate or furnish directly or indirectly, any money, security, funds or property of said corporation, incorporated company or incorporated association, in excess of One Thousand Dollars ($1,000.00) per calendar year for the purpose of aiding any political party or any candidate for any public office, or any candidate for any nomination for any public office of any political party, or to give, donate, appropriate or furnish, directly or indirectly, any money, security, funds or property of said corporation, incorporated company or association in excess of One Thousand Dollars ($1,000.00) to any committee or person as a contribution to the expense of any political party or any candidate, representative or committee of any political party or candidate for nomination by any political party, or any committee or other person acting on behalf of such candidate.  The limit of One Thousand Dollars ($1,000.00) for contributions to political parties, candidates and committees or other persons acting on behalf of such candidates shall be an annual limitation applicable to each calendar year.  The contribution limits of this subsection shall not apply to any independent expenditures made by any corporation, incorporated company, or incorporated association or an independent expenditure made by a political committee, other than a party political committee, receiving contributions from a corporation, incorporated company, or incorporated association.

     (2)  Any candidate committee, or political party which accepts contributions from any corporation, incorporated company or incorporated association, or agent, officer or employee violating any of the provisions of this section, shall be assessed a civil penalty for each day or part of any day beginning with the sixth calendar day after receipt of the contribution until the unlawful contribution is returned, up to a maximum of ten (10) days:

          (a)  Candidates for statewide office shall be assessed a civil penalty of Five Hundred Dollars ($500.00) for each day.

          (b)  Candidates for state district office shall be assessed a civil penalty of Two Hundred Fifty Dollars ($250.00) for each day.

          (c)  Candidates for legislative office shall be assessed a civil penalty of One Hundred Dollars ($100.00) for each day.

          (d)  Political parties shall be assessed a civil penalty of One Hundred Dollars ($100.00) for each day.

     (3)  The candidate committee or political party shall not be assessed a fine if the receiving entity returns the unlawful donation within five (5) days of receipt.  Return date shall be the date of mailing or electronic transfer of funds.

     (4)  The candidate shall be personally liable for the payment of the civil penalty assessment for nonjudicial candidates.  The treasurer of any judicial candidate's authorized political committee shall be liable, and the chairman and treasurer of a political party shall be jointly liable for any unlawful contributions.

     (5)  (a)  The candidate committee or political party shall not expend any contribution in excess of One Thousand Dollars ($1,000.00) if received in violation of this section.  Any candidate or any other person who willfully violates the provisions and prohibitions of this article shall be guilty of a misdemeanor and upon conviction shall be punished by a fine in a sum not to exceed Five Thousand Dollars ($5,000.00) or imprisoned for not longer than six (6) months, or by both fine and imprisonment.

          (b)  Any corporate contribution in excess of the limitations of this section not returned within thirty (30) days of receipt shall be remitted to the Secretary of State to be deposited in the Election Support Fund.

     (6)  The Attorney General shall bring such action at the request of the Secretary of State, and shall also take legal action as necessary for the collection of any levied assessments.  Within five (5) business days of receipt of an alleged violation of campaign finance law from the Secretary of State's office, the Attorney General shall inform the Secretary of State whether the Attorney General's office believes a violation has occurred, and if not, why.  If the Attorney General does not provide the Secretary of State with the above required information within five (5) business days or if the Secretary of State disagrees with the assessment of the Attorney General's office, the Secretary of State may refer the matter to the district attorney of the district in which either the candidate or the treasurer of the political committee that is the subject of the alleged violations resides.

     SECTION 15.  Sections 97-13-15 and 97-13-17, Mississippi Code of 1972, which prohibit political contributions by corporations and penalize illegal corporate contributions, are repealed.

     SECTION 16.  Section 79-29-105, Mississippi Code of 1972, is amended as follows:

79-29-105.  As used in this chapter, unless the context otherwise requires:

          (a)  "Bankruptcy" means an event that causes a member to cease to be a member as provided in Section 79-29-313 of this chapter.

          (b)  "Certificate of formation" means the certificate referred to in Section 79-29-201, the certificate as amended or restated, and the certificate of merger.  In the case of a foreign limited liability company, the term includes all documents serving a similar function that are required to be filed to form the limited liability company in the state or other jurisdiction where it is organized.

          (c)  "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 the person's capacity as a member.

          (d)  "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.

          (e)  "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.

          (f)  "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.

          (g)  "Entity" means any association or legal entity organized to conduct business, whether domestic or foreign, including, without limitation, for-profit and nonprofit corporations, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint-stock companies, business trusts and estates; and states, the United States, foreign governments, governmental subdivisions or governmental agencies.

          (h)  "Financial interests" and "financial rights" means (i) rights to share in profits and losses as provided in Section 79-29-505; (ii) rights to share in distributions as provided in Section 79-29-507; (iii) rights to receive interim distributions as provided in Section 79-29-601; (iv) rights to receive distributions upon withdrawal as provided in Section 79-29-603; (v) rights to receive allocations of income, loss, deduction, credit or similar items; (vi) appraisal rights as provided in Section 79-29-231; and (vii) any other rights granted in the certificate of formation or the operating agreement that are in addition to the above and are designated as "financial interests" or "financial rights" by the limited liability company.  Financial interests may be owned by members of a limited liability company and may be owned by persons who are not members of a limited liability company.  Financial interests are assignable in whole or in part, except as otherwise provided by a limited liability company's certificate of formation or operating agreement.

          (i)  "Foreign," with reference to any entity, means such entity that is formed or organized under laws other than the laws of this state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction.

          (j)  "Formation document" means the document that creates an entity which document is duly executed and delivered to a public official or office in the state or other foreign jurisdiction of the entity's formation pursuant to the laws under which the entity is organized or formed.

          (k)  "Governance interests" or "governance rights" means all of a member's rights as a member in the limited liability company other than financial rights and the right to assign financial rights, including without limitation:  (i) the rights to participate in the management of the limited liability company; (ii) rights to bind the limited liability company as provided in Sections 79-29-307 and 79-29-811; (iii) the right to vote for or consent to matters requiring the vote of or consent of the members, as specified in this chapter or in the certificate of formation or operating agreement; and, unless the context otherwise requires; and (iv) rights to enjoy any privileges bestowed on members of the limited liability company.  Only members shall have governance rights or own governance interests in a limited liability company.

          (l)  "Individual" means a natural person.

          (m)  "Interests" means the proprietary interests in an entity and, with respect to a member of a limited liability company, "interests" or "membership interests" are used interchangeably and shall each mean all of the governance interests and financial interests in the limited liability company held by such member or members.

          (n)  "Knowledge" means a person's actual knowledge, rather than the person's constructive knowledge.

          (o)  "Limited liability company" or "domestic limited liability company" means an entity having one or more members that is an unincorporated company or unincorporated association formed and existing under this chapter * * * and is not subject to Section 97‑13‑15.

          (p)  "Manager" or "managers" means a person or persons who are named in or selected or designated pursuant to, the certificate of formation or operating agreement as a manager to manage the limited liability company to the extent and as provided in the certificate of formation or operating agreement.  A limited liability company whose management is vested in a manager or managers is referred to in this chapter as a manager-managed limited liability company.

          (q)  "Member" means a person who 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.  A member includes a member of a limited liability company who does not own a financial interest or who does not have an obligation to contribute capital to the limited liability company.  A member may or may not have governance interests, including voting rights.  A member may have other rights, powers or privileges as prescribed by the certificate of formation or the operating agreement.  A limited liability company whose management is vested in the members is referred to in this chapter as a member-managed limited liability company.

          (r)  "Merger" means a business combination pursuant to Section 79-29-221.

          (s)  "Officer" means an individual who is named in or selected or designated pursuant to, the certificate of formation or operating agreement as an officer to manage the limited liability company to the extent and as provided in the certificate of formation or operating agreement.

          (t)  "Operating agreement" or "limited liability company agreement" means any agreement, whether referred to as a limited liability company agreement or otherwise, written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business.  A member or manager of a limited liability company or an assignee of a financial interest is bound by the operating agreement whether or not the member or manager or assignee executes the operating agreement.  A limited liability company is not required to execute its operating agreement.  A limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement.  An operating agreement of a limited liability company having only one (1) member shall not be unenforceable by reason of there being only one (1) person who is a party to the operating agreement.  An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein.  A written operating agreement or another written agreement or writing:

              (i)  May provide that a person shall be admitted as a member of a limited liability company, or shall become an assignee of a financial interest or of other rights or powers of a member to the extent assigned:

                   1.  If the person, or a representative authorized by the person orally, in writing or by other action such as payment for a financial interest, executes the operating agreement or any other writing evidencing the intent of the person to become a member or assignee; or

                   2.  Without such execution, if such person, or a representative authorized by such person orally, in writing or by other action such as payment for a financial interest, complies with the conditions for becoming a member or assignee as set forth in the operating agreement or any other writing; and

              (ii)  Shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee as provided in paragraph (t)(i) of this * * *subsection section, or by reason of its having been signed by a representative as provided in this chapter.

          (u)  "Organizational documents" means the document or documents that create, or determine the internal governance of, an entity.  The organizational documents of a limited liability company are the certificate of formation and the operating agreement, if any.

          (v)  "Person" means an individual, entity, trust, or any other legal or commercial nominee or any personal representative.

          (w)  "Personal representative" means, as to an individual, the executor, administrator, guardian, conservator or other legal representative thereof or the successor of such executor, administrator, guardian, conservator or legal representative; and, as to a person other than an individual, the legal representative or the successor of the legal representative.  The legal representative of a member which has been placed in bankruptcy shall be the bankruptcy trustee or other representative designated in accordance with the bankruptcy code.

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

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

          (z)  "State" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States.

          (aa)  "Survivor" of a merger means the entity into which one or more entities are merged.  A survivor of a merger may preexist the merger or be created by the merger.

          (bb)  "Withdraw" or "withdrawal" means, with respect to a member of a limited liability company, any voluntary act by which, pursuant to the certificate of formation or written operating agreement, a member ceases to be a member of the limited liability company and ceases to have any governance rights.  Withdrawal shall include retirement, resignation or withdrawal, but shall not include the death or expulsion of a member, any event described in Section 79-29-313, or the assignment of the member's entire interest as provided in Section 79-29-703.  Any use of the term "resignation" or "retirement" in an operating agreement or certificate of formation, with respect to a member which is not defined in such document, shall mean the withdrawal of the member from the limited liability company for purposes of this chapter.

     SECTION 17.  Sections 12 through 14 shall be codified in Title 23, Chapter 15, Mississippi Code of 1972.

     SECTION 18.  This act shall take effect and be in force from and after July 1, 2025.

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