Nonprofit Corporation Articles Amendment Approval and Filing in Mississippi

At a glance

Requirements one by one

Proposal and approval

§ 79-11-295 allows an article change in any lawful respect. Under § 79-11-301, a board resolution sets out the proposal and sends it to voting members at an annual or special meeting. Approval takes the lesser of two-thirds of votes cast or a majority of voting power. If no members, or no members entitled to vote, exist, a majority of directors in office acts at a board meeting.

Class votes and board-only changes

§ 79-11-303 gives an affected class a separate vote for specified changes, including different treatment of voting or transfer rights, membership counts, and a new class. A class receives that vote even when the articles and bylaws say it cannot vote on the proposal. Before members are acquired, § 79-11-297 lets incorporators or the board amend. § 79-11-299 also lets the board delete initial-director details or make another listed change without member action, unless the articles say otherwise.

Notice and filing

§ 79-11-301 requires written meeting notice setting out the amendment or a summary. The general nonmeeting rule in § 79-11-203 permits consent by holders of at least 80% of voting power, unless the articles or bylaws limit it; nonsigners receive notice, and when that notice is required the approval takes effect ten days later. § 79-11-305 requires the corporation's name, amendment text and adoption date, plus its no-member-action statement or detailed class vote figures. An officer signs the document under § 79-11-105. § 79-11-109 lists a $50 amendment fee.

Effective time and restatement

Under § 79-11-111, filing is the usual effective event; a specified later date may be no more than 90 days after filing. A delayed date without a time means close of business. § 79-11-307 permits a restatement, but an amendment inside it that requires members' approval must follow § 79-11-301 and include § 79-11-305 filing information.

What trips people up

The $50 figure is the base filing fee. Under § 79-11-109(4), the Secretary of State may charge up to twice the listed fee when a prescribed form is not used.

Common questions

Can an amendment contain several changes?

Yes. § 79-11-301 permits any number of amendments to be submitted and voted on at one meeting.

Who signs the filing?

Under § 79-11-105, the presiding board officer, president, or another officer ordinarily signs. An incorporator may sign before directors are chosen.

Statutes and sources

• Miss. Code § 79-11-295: “A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under Section 79-11-101 et seq.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-297: “If a corporation has not yet acquired members, its incorporators or board of directors may adopt one or more amendments to the corporation’s articles of incorporation.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-299: “Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without action by members: To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; To delete the names and addresses of the initial directors; To change the information required by Section 79-35-5(a); To make any other change expressly permitted by Section 79-11-101 et seq. to be made without member action.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-301: “Except as provided in Sections 79-11-297 and 79-11-299, amendments to the articles of incorporation shall be made in the following manner: If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in Section 79-11-101 et seq. for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds (2/3) of votes cast or a majority of the voting power, whichever is less. If there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. Any number of amendments may be submitted and voted upon at any one meeting.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-303: “The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would: Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class; Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; Increase or decrease the number of memberships authorized for that class; Increase the number of memberships authorized for another class; Effect an exchange, reclassification or termination of the memberships of that class; or Authorize a new class of memberships. If a class is to be divided into two (2) or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment. If a class vote is required to approve an amendment to the articles the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less. A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-305: “A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth: The name of the corporation; The text of each amendment adopted; The date of each amendment’s adoption; If an amendment was adopted by the incorporators or board of directors without action by members, a statement to that effect and that action by members was not required; If an amendment was approved by the members: The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably represented at the meeting; Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that voting group.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-307: “A corporation’s board of directors may restate its articles of incorporation at any time with or without approval by members. The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by members, it must be adopted as provided in Section 79-11-301. If the board of directors submits a restatement for approval by members, the corporation shall notify each member of the proposed meeting in accordance with Section 79-11-205. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-203: “Unless limited or prohibited by the articles or bylaws, action required or permitted by Section 79-11-101 et seq. to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more consents in the form of a record bearing the date of signature and describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. If not otherwise determined under Section 79-11-201 or 79-11-209, the record date for determining members entitled to take action without a meeting is the date the first member signed the consent under subsection (1) of this section. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-105: “The document must be signed: By the presiding officer of its board of directors, its president or by another of its officers; If directors have not been selected or the corporation has not been formed, by an incorporator; or If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: A corporate seal; An attestation; An acknowledgement or verification. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing. If the Secretary of State has prescribed a mandatory form for a document under Section 79-11-107, the document must be in or on the prescribed form. The document must be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission if, to the extent, and in the manner permitted by the Secretary of State.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-111: “Except as provided in subsection (2) of this section, a document is effective: At the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or At the time specified in the document as its effective time on the date it is filed. A document may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-109(1)(j)-(k), (4) (2024 HB 1344 § 3): “Document Fee (a) Articles of incorporation $50.00 (b) [Reserved] (c) Application for reserved name 25.00 (d) Notice of transfer or cancellation of reserved name 25.00 (e) [Reserved] (f) [Reserved] (g) [Reserved] (h) [Reserved] (i) [Reserved] (j) Amendment of articles of incorporation 50.00 (k) Restatement of articles of incorporation with amendments 50.00” Official legislative text (accessed 2026-10-01).
• Miss. Code § 79-11-109(4) (2024 HB 1344 § 3): “The Secretary of State may collect a filing fee greater than the fee set forth in subsections (1), (2) and (3) in an amount not to exceed twice the fee set forth in subsections (1), (2) and (3) of processing the filing, if the form prescribed by the Secretary of State for such filing has not been used.” Official legislative text (accessed 2026-10-01).