Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Mississippi

At a glance

Requirements one by one

Initial adoption and content

Section 79-11-145 directs the incorporators or board to adopt bylaws and allows management provisions only when consistent with law and the articles. Under § 79-11-143, named initial directors hold an organizational meeting after incorporation to appoint officers and adopt bylaws. Otherwise, incorporators meet to elect directors and may take their own organizational action by written consents signed by each incorporator.

Amendment authority

For a corporation without members, § 79-11-313 permits incorporators to amend bylaws until directors are chosen, and then permits the board. A board amendment needs approval by a majority of directors in office, with meeting notice describing the proposed amendment or its general nature. Section 79-11-259 ordinarily requires two days' notice for a special board meeting unless articles or bylaws set another period. A board committee cannot adopt, amend, or repeal bylaws (§ 79-11-265).

With members, § 79-11-315 generally requires member approval by the lesser of two-thirds of votes cast or a majority of voting power. It also requires board approval unless the amendment concerns the board's number, composition, term, or selection method. Section 79-11-317 gives a separate class vote for specified changes to class membership rights, including differential voting or transfer rights and creation of a new class; the class uses the same lesser-of-two-thirds-or-majority threshold.

Notice and protected quorum

Member-meeting notice on a bylaw amendment must state the purpose and include a copy or summary (§ 79-11-315). Section 79-11-205 gives a fair-notice route of 10 to 60 days, or at least 30 days when mailed other than first class or registered mail. Under § 79-11-203, members may act by written consent with at least 80% of voting power unless articles or bylaws limit that route; the consent is delivered for the minutes or corporate records. Section 79-11-217 reserves an amendment increasing the member quorum to member approval.

Emergency bylaws

Section 79-11-147 allows directors to adopt emergency-only bylaws unless the articles provide otherwise, subject to amendment or repeal by members. The emergency exists when a catastrophe prevents a director quorum from readily assembling, and the special bylaws cease when it ends.

Records and access

The current § 79-11-283(5), as set out in 2024 HB 1344, requires current bylaws and amendments at the principal office. Section 79-11-285(1) gives a member inspection and copying right at a reasonable time and location specified by the corporation after at least five business days' written demand.

What trips people up

For corporations with members, the default in § 79-11-315 combines a board vote and a member vote except for specified board-structure amendments. Section 79-11-313 instead sets a majority-of-directors-in-office rule for a corporation without members. The member quorum protection in § 79-11-217 prevents a board-only increase.

Common questions

Can a committee change the bylaws? No. Section 79-11-265 withholds adoption, amendment, and repeal of bylaws from board committees.

Can a member inspect the current bylaws? Yes. Sections 79-11-283 and 79-11-285 link the current bylaw copy at the principal office to inspection and copying after the member's five-business-day written demand.

Do emergency bylaws continue after the catastrophe? No. Section 79-11-147 says they cease to be effective after the emergency ends.

Statutes and sources

• Miss. Code § 79-11-143: “After incorporation: If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: To elect directors and complete the organization of the corporation; or To elect a board of directors who shall complete the organization of the corporation. Action required or permitted by Section 79-11-101 et seq. to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. An organizational meeting may be held in or out of this state.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-145: “The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-147: “Unless the articles provide otherwise, the directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: How to call a meeting of the board; Quorum requirements for the meeting; and Designation of additional or substitute directors. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. Corporate action taken in good faith in accordance with the emergency bylaws: Binds the corporation; and May not be used to impose liability on a corporate director, officer, employee or agent. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.” Official Code reproduction (accessed 2026-09-30).
• 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.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-205: “A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. Any notice which conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. Notice is fair and reasonable if: The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first-class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date; Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under Sections 79-11-269, 79-11-281, 79-11-301, 79-11-315, 79-11-323, 79-11-331, 79-11-333 or 79-11-335; and Notice of a special meeting includes a description of the matter or matters for which the meeting is called.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-217: “Unless Section 79-11-101 et seq., the articles, or the bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board. A bylaw amendment to increase the quorum required for any member action must be approved by the members.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-259: “Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days’ notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-265: “A committee of the board may not, however: Authorize distributions; Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation’s assets; Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or Adopt, amend or repeal the articles or bylaws.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-283: “A corporation shall keep a copy of the following records at its principal office: (a) Its articles or restated articles of incorporation and all amendments to them currently in effect; (b) Its bylaws or restated bylaws and all amendments to them currently in effect;” Official 2024 enrolled act (accessed 2026-09-30).
• Miss. Code § 79-11-285: “Subject to Section 79-11-287(3), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in Section 79-11-283(5) if the member gives the corporation written notice of his demand at least five (5) business days before the date on which the member wishes to inspect and copy.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-313: “If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation’s bylaws. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with Section 79-11-259. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-315: “Unless Section 79-11-101 et seq., the articles, bylaws, the members (acting pursuant to subsection (2) of this section), or the board of directors (acting pursuant to subsection (3) of this section) require a greater vote or voting by class, an amendment to a corporation’s bylaws to be adopted must be approved: By the board if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; and By the members of two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less. The members may condition the amendment’s adoption on its receipt of a higher percentage of affirmative votes or on any other basis. If the board initiates an amendment to the bylaws or board approval is required by subsection (1) of this section to adopt an amendment to the bylaws, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing 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 amendment and contain or be accompanied by a copy or summary of the amendment. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.” Official Code reproduction (accessed 2026-09-30).
• Miss. Code § 79-11-317: “The members of a class are entitled to vote as a class on a proposed amendment to the bylaws 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 all or part 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 bylaws, 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 bylaws, the amendment must be approved by the members of the class of 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 Code reproduction (accessed 2026-09-30).