Does a Mississippi statute's title affect what the statute means if the body of the statute is unambiguous?
Subject
Effect of 2023 Senate Bill 2077's Title on Statutory Text
Recipient
The Honorable Michael Watson, Secretary of State, Mississippi
Plain-English summary
Mississippi's Secretary of State asked the AG about a recurring puzzle in 2023 charity-registration law. SB 2077 amended Section 79-11-507 to raise the audit threshold for charity organizations from $500,000 to $750,000. The bill's title also said the legislature was acting "to raise the audit threshold for charity organizations from $500,000.00 to $750,000.00, and use cash basis measurement only." But the bill's actual statutory text never used the phrase "cash basis measurement." The Secretary of State wanted to know whether that phrase in the title affects the statute's operation, and specifically whether it limits what shows up in the financial statements that are subject to audit under Section 79-11-507(4).
The AG's answer is short and structural. Mississippi follows the standard rule of statutory construction: when the body of the statute is clear and unambiguous, the title cannot add to it, limit it, or create ambiguity. The Mississippi Supreme Court adopted the rule in Giles v. Friendly Fin. Co. (1966) and quoted the U.S. Supreme Court's similar holding in Brotherhood of Railroad Trainmen v. Baltimore & Ohio R.R. (1947). Because the Secretary of State did not point to any portion of the statute that is genuinely ambiguous, the AG could not use the title to read in a "cash basis" requirement. The fourth question, whether the existing GAAP audit requirement in Section 79-11-507(4) survives the amendments, was deemed too broad to address by official opinion, and the AG referred the Secretary of State to the State Auditor for further guidance.
What this means for you
Charitable organizations registering with the Mississippi Secretary of State
Read the actual text of Section 79-11-507. After SB 2077, your audit threshold is $750,000 in gross contributions. If your organization is below $750,000, the audit requirement of subsection (4) does not apply to you. If you are above $750,000, the GAAP audit requirement remains in force unless and until the legislature changes it.
CPA firms preparing nonprofit audits
The statute still calls for audited financial statements "prepared in accordance with generally accepted accounting principles." That includes the accrual basis treatment GAAP requires. The bill's title mentioned "cash basis measurement," but the AG made clear that title language does not override the statutory text. Continue applying GAAP to charity audits at the new $750,000 threshold.
Nonprofit board members
If your organization sits between $500,000 and $750,000 in contributions, the bill removed your audit obligation, which can save real money. But review the rest of your governance package: many funders, lenders, and grantmakers will require audits regardless of state minimums.
Statutory drafters and legislators
This opinion is a clean reminder that title language does not create law. If the legislature wants charities to use cash-basis measurement, the body of the statute has to say so. Bill titles that promise something the bill does not deliver create confusion and can lead to AG opinions resolving the gap, almost always against the title.
Mississippi residents
Charity transparency in Mississippi just got a little less stringent for mid-sized nonprofits, with the threshold rising to $750,000. The trade-off is that smaller charities save audit costs while losing one third-party check on their financial reporting. The AG opinion clarifies what the new rule actually requires, which is what filers, donors, and journalists should consult.
Common questions
What is "cash basis measurement"?
Cash basis is an accounting method that records income when received and expenses when paid, rather than when earned or incurred (accrual basis). GAAP for nonprofits is generally accrual.
Does SB 2077 require charities to switch to cash basis?
The bill's title implied a switch but the body did not require one. The AG would not read the title into the body. So the formal audit requirement at the new $750,000 threshold remains GAAP-based, which means accrual.
What if I think the statute is genuinely ambiguous somewhere?
The AG's opinion did not foreclose that. The Office said the Secretary of State had not identified any specific ambiguous language, but if a real ambiguity exists in the statute's text, courts and the AG could look at the title to discern legislative intent.
Where do I find SB 2077's text?
Mississippi Legislature's bill database (billstatus.ls.state.ms.us) maintains the text of every passed bill. The 2023 enrolled bill is the authoritative version; the codified statute lives at Miss. Code Ann. § 79-11-507.
Why did the AG decline to address the fourth question?
The fourth question asked broadly about effects on Section 79-11-507(4) audit requirements. The AG treats too-broad questions as outside its opinion authority and referred the Secretary of State to the Office of the State Auditor for practical guidance.
Is this opinion binding on the courts?
No. AG opinions are persuasive but not binding. However, the rule of construction the AG applied (title cannot override unambiguous text) is well-settled Mississippi Supreme Court doctrine.
Background and statutory framework
The Mississippi Charitable Solicitations Act, Miss. Code Ann. §§ 79-11-501 et seq., requires charitable organizations soliciting in Mississippi to register with the Secretary of State and to file financial reports. Section 79-11-507 sets out the financial reporting requirements, including audit obligations for organizations above a stated revenue threshold.
Before SB 2077, the audit threshold was $500,000 in contributions. SB 2077, enacted in the 2023 session, raised the threshold to $750,000. The bill's title said "AN ACT TO AMEND SECTION 79-11-507, MISSISSIPPI CODE OF 1972, TO RAISE THE AUDIT THRESHOLD FOR CHARITY ORGANIZATIONS FROM $500,000.00 TO $750,000.00, AND USE CASH BASIS MEASUREMENT ONLY." The italicized phrase did not appear in the body of the bill or in the resulting statutory text.
The Mississippi Supreme Court has long held that the title of a statute is interpretive scaffolding, not operative law. Giles v. Friendly Fin. Co. of Biloxi, 185 So. 2d 659, 662 (Miss. 1966). The U.S. Supreme Court in Brotherhood of Railroad Trainmen, 331 U.S. 519, 528-29 (1947), framed the same principle: titles "are of use only when they shed light on some ambiguous word or phrase." The Mississippi Court of Appeals reaffirmed this rule in Heath, 185 So. 3d 1052, 1058 (Miss. Ct. App. 2015).
Citations
- Miss. Code Ann. § 79-11-501 (charitable organization contribution reporting)
- Miss. Code Ann. § 79-11-507 (financial reporting and audit requirements)
- Miss. Code Ann. § 79-11-507(4) (GAAP-prepared audited financial statement requirement)
- 2023 Mississippi Senate Bill 2077 (raising audit threshold from $500,000 to $750,000)
- Giles v. Friendly Fin. Co. of Biloxi, 185 So. 2d 659, 662 (Miss. 1966) (title cannot override unambiguous text)
- Bhd. of R.R. Trainmen v. Baltimore & Ohio R.R., 331 U.S. 519, 528-29 (1947) (titles cannot undo or limit text plain meaning)
- Miss. Dep't of Revenue v. Heath, 185 So. 3d 1052, 1058 (Miss. Ct. App. 2015) (Mississippi Court of Appeals applying Giles)
Source
- Landing page: https://attorneygenerallynnfitch.com/divisions/opinions-and-policy/recent-opinions/
- Original PDF: https://attorneygenerallynnfitch.com/wp-content/uploads/2023/06/M.Watson-June-30-2023-2023-Senate-Bill-No.-2077.pdf
Original opinion text
June 30, 2023
The Honorable Michael Watson
Secretary of State, Mississippi
401 Mississippi Street
Jackson, Mississippi 39201
Re:
2023 Senate Bill No. 2077
Dear Secretary Watson:
The Office of the Attorney General has received your request for an official opinion.
Questions Presented
1. What effect, if any, does the title of 2023 Mississippi Senate Bill No. 2077 ("S.B. 2077")
have on the statutory language of S.B. 2077?
2. Does "cash basis measurement only" refer to contributions reported as defined in
Mississippi Code Annotated Section 79-11-501?
3. Does "cash basis measurement only" refer to how the audit must be prepared?
4. What effect do the amendments contained in S.B. 2077 have on audits; specifically, the
requirements outlined in Section 79-11-507(4), which require audited financial statements
to be prepared in accordance with generally accepted accounting principles.
Brief Response
1. You have not identified any portion of S.B. 2077 or Section 79-11-507 that you contend is
ambiguous. Where there is no ambiguity in a statute's text, the title has no effect.
2. Please see the response to your first question.
3. Please see the response to your first question.
- Please see the response to your first question. Beyond this, your fourth question is too broad
to address by official opinion. For additional guidance on the requirements outlined in
Section 79-11-507(4), we refer you to the Office of the State Auditor.
Applicable Law and Discussion
You ask what effect the title of S.B. 2077 has on the statutory language of S.B. 2077. The title of
S.B. 2077 reads, "AN ACT TO AMEND SECTION 79-11-507, MISSISSIPPI CODE OF 1972, TO
RAISE THE AUDIT THRESHOLD FOR CHARITY ORGANIZATIONS FROM $500,000.00 TO
$750,000.00, AND USE CASH BASIS MEASUREMENT ONLY; AND FOR RELATED
PURPOSES." (emphasis added). However, neither the language of S.B. 2077 amending
Mississippi Code Annotated Section 79-11-507 nor the statute itself includes the term "cash basis
measurement." Further, no statutory definition associated with S.B. 2077 or Section 79-11-507
includes the term "cash basis measurement."
In considering statutory titles, the Mississippi Supreme Court has averred that when a statute is
ambiguous, the title may be considered to discern the legislature's intent. Giles v. Friendly Fin.
Co. of Biloxi, 185 So. 2d 659, 662 (Miss. 1966). But when a statute is not ambiguous, the title
should not be considered. Id. Moreover, "[t]he title cannot add to or extend the operation of the
act" nor may it "be used to create an ambiguity in the act." Id. (citations omitted). In expanding
upon this rule, the Mississippi appellate courts have quoted the United States Supreme Court:
But headings and titles are not meant to take the place of the detailed provisions of
the text. Nor are they necessarily designed to be a reference guide or a synopsis. . . .
As a result, matters in the text which deviate from those falling within the general
pattern are frequently unreflected in the headings and titles. Factors of this type
have led to the wise rule that the title of a statute and the heading of a section cannot
limit the plain meaning of the text. . . . For interpretative purposes, they are of use
only when they shed light on some ambiguous word or phrase. They are but tools
available for the resolution of a doubt. But they cannot undo or limit that which the
text makes plain.
Giles, 185 So. 2d at 662 (quoting Bhd. of R.R. Trainmen v. Baltimore & Ohio R.R., 331 U.S. 519,
528-29 (1947)); see also Miss. Dep't of Revenue v. Heath, 185 So. 3d 1052, 1058 (Miss. Ct. App.
2015) (quoting Giles, 185 So. 2d at 662).
Applying this instruction to your questions, you have not identified any portion of S.B. 2077 or
Section 79-11-507 that you contend is ambiguous, and where there is no ambiguity in a statute's
text, the title has no effect. Beyond this, your fourth question is too broad to address by official
opinion. For additional guidance on the requirements outlined in Section 79-11-507(4), we refer
you to the Office of the State Auditor.
If this office may be of any further assistance to you, please do not hesitate to contact us.
Sincerely,
LYNN FITCH, ATTORNEY GENERAL
By:
/s/ Maggie Kate Bobo
Maggie Kate Bobo
Special Assistant Attorney General