Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Mississippi
At a glance
| Governing law and documents | Mississippi Nonprofit Corporation Act, Title 79 Ch. 11; articles/bylaws may vary ordinary notice, remote participation and quorum (§§ 79-11-145, -255, -259, -263). |
|---|---|
| Meeting type, caller, and place | Regular or special meetings in/out of Mississippi; bylaws may regulate meeting calls (§§ 79-11-145, -255). |
| Regular meeting notice | No date/time/place/purpose notice by default; articles/bylaws may require it (§ 79-11-259(1)). |
| Special meeting notice | Default at least 2 days' notice of date/time/place; purpose unnecessary unless articles/bylaws require; documents may vary period (§ 79-11-259(2)). |
| Notice waiver and objection | Signed written waiver before/after, filed with minutes/records; attendance waives unless prompt meeting objection without later vote/assent (§ 79-11-261). |
| Remote attendance | Unless articles/bylaws differ, means letting all directors simultaneously hear one another; participating director deemed present (§ 79-11-255(2)). |
| Quorum and minimum | Default majority of directors in office immediately before meeting; act/articles/bylaws may provide otherwise (§ 79-11-263(1)). |
| Director proxy | Board vote measured by directors present; qualifying remote participants count as present (§§ 79-11-255(2), -263(2)). |
| Vote and assent | Quorum at vote; majority of directors present unless act/articles/bylaws require more; present director deemed assenting absent objection or recorded/written dissent or abstention (§ 79-11-263(2)–(3)). |
Requirements one by one
Meetings and notice
Under § 79-11-255, directors may meet inside or outside Mississippi and may participate through technology that lets everyone hear one another simultaneously. Qualifying remote participation counts as presence in person. Under § 79-11-259, regular meetings ordinarily need no notice, while special meetings require two days' date, time, and place notice. The articles or bylaws may change those defaults; § 79-11-145 permits bylaws to regulate corporate affairs within statutory and article limits.
Quorum and vote
Under § 79-11-263, default quorum is measured against directors in office just before the meeting begins. With seven sitting directors, four ordinarily make quorum; if four attend, three affirmative votes ordinarily take board action. Articles or bylaws may change quorum, and the act or documents may require a greater vote. The quorum must exist when the vote is taken.
What trips people up
Under § 79-11-261, a signed written waiver may be made before or after the meeting time and filed with corporate records. Attendance ordinarily waives notice, but an objection at the start or promptly on arrival preserves it if the director does not later vote for or assent to the action.
Section 79-11-263(3) treats a director present for an action as assenting unless the director objects to the meeting, records dissent or abstention in the minutes, or delivers written dissent or abstention before or immediately after adjournment as specified. A favorable vote forecloses that dissent route.
Common questions
Must the special-meeting notice state its purpose? Section 79-11-259(2) says no, unless the articles or bylaws require it.
Does a remote director count for quorum? A director using communication that satisfies § 79-11-255(2) is deemed present in person.
Statutes and sources
- Miss. Code §§ 79-11-145, -255, -259, -261, -263, permitted reproduction of official code text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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