Are bylaws required in Mississippi?
Yes, corporations must use bylaws in “managing” and “regulating” their business.[1]
Mississippi Corporate Laws
- Corporate Tax: Michigan has set its tax rate for the next few years, which corporations must pay accordingly.[2]
- 2024 – 4.7%
2025 – 4.4%
2026 – 4.0%
- 2024 – 4.7%
- Board: The corporation must have a board of directors that is “subject to the limitation(s)” set by the bylaws or articles of incorporation.[3]
- Number – Corporations fix the number of directors through the articles of incorporation as well as “by amendment to” the bylaws.[4]
- Qualifications – The articles of incorporation or the corporate bylaws set the criteria for a director’s eligibility for their position, for instance, requiring them to be a “shareholder” or “resident.”[5]
- Terms – Initial directors serve until the first shareholder meeting, during which new “directors are elected” until the next annual shareholder meeting.[6]
- Staggered Terms – Corporations may divide the total number of directors by two or three groups “containing one half (1/2) one-third (1/3) of the total” with each having a different election time.[7]
- Fiduciary Duty – Directors exercise good faith actions especially when “devoting attention to their oversight function” to act in the best interests of the corporation.[8]
- Officers: A corporation’s offices are named and “described in its bylaws,” which also define the process the board may use to appoint officers.[9]
- Meetings: While the bylaws or articles of incorporation may restrict or limit remote participation, directors can generally attend regular or special meetings through “any means of communication,” such as a Zoom meeting.[10]
- Quorum: The majority of the directors “immediately before” a meeting constitutes a quorum; however, the bylaws or articles can mandate additional requirements.[11]
- Emergency Bylaws: The board of directors makes bylaws specifically for use when an emergency halts normal protocols and procedures but such bylaws remain vulnerable to repeal or amendment by the shareholders.[12]
Sources
- MS Code § 79-4-2.06 (2023)
- MS Code § 27-7-5 (2023)
- MS Code § 79-4-8.01 (2023)
- MS Code § 79-4-8.03 (2023)
- MS Code § 79-4-8.02 (2023)
- MS Code § 79-4-8.05 (2023)
- MS Code § 79-4-8.06 (2023)
- MS Code § 79-4-8.30 (2023)
- MS Code § 79-4-8.40 (2023)
- MS Code § 79-4-8.20 (2023)
- MS Code § 79-11-263 (2023)
- MS Code § 79-4-2.07 (2023)