Corporate Bylaws - Mississippi

BYLAWS OF [____________________], a Mississippi corporation

A for-profit corporation organized under the Mississippi Business Corporation Act, Miss. Code § 79-4-1.01 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Mississippi, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Office and Registered Agent. Pursuant to Miss. Code § 79-4-5.01, the corporation shall continuously maintain in Mississippi a registered office and a registered agent. The registered office is located at [____________________], and the registered agent is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Mississippi Secretary of State.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to Miss. Code § 79-4-7.01, unless directors are elected by written consent in lieu of an annual meeting, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to Miss. Code § 79-4-7.02, special meetings of shareholders may be called by the Board, by the person(s) authorized by the Articles or these Bylaws, or upon the written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such other proportion as the Articles may permit, not exceeding the statutory maximum). Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Court-Ordered Meeting. A meeting of shareholders may be ordered by the chancery court of the county where the corporation's principal office is located in the circumstances and subject to the procedures of Miss. Code § 79-4-7.03.

Section 2.4 Place of Meetings; Remote Participation. Annual and special meetings of shareholders may be held in or out of the State of Mississippi at the place stated in or fixed in accordance with these Bylaws. Unless prohibited by these Bylaws, the corporation may elect to hold a meeting by means of remote communication as permitted by Miss. Code §§ 79-4-7.01, 79-4-7.08, and 79-4-7.09; a shareholder participating by authorized means of remote communication is deemed present in person at the meeting. If no place is stated in or fixed in accordance with these Bylaws, meetings shall be held at the corporation's principal office.

Section 2.5 Notice of Meetings. Pursuant to Miss. Code § 79-4-7.05, the corporation shall notify shareholders of the date, time, and place (if any) of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of an annual meeting need not state its purpose unless the Act otherwise requires. Notice of a special meeting must state the purpose(s) for which the meeting is called. Unless the Act or the Articles require otherwise, notice is required only to shareholders entitled to vote at the meeting.

Section 2.6 Waiver of Notice. Pursuant to Miss. Code § 79-4-7.06, a shareholder may waive any notice required by the Act, the Articles, or these Bylaws, before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business, or objects to consideration of a matter not within the purpose stated in the notice when it is presented.

Section 2.7 Record Date. Pursuant to Miss. Code § 79-4-7.07, the Board may fix a record date for determining shareholders entitled to notice of, and to vote at, a meeting, which may not be more than seventy (70) days before the meeting. If the Board does not fix a record date, the record date is as determined under the Act.

Section 2.8 Shareholders' List. Pursuant to Miss. Code § 79-4-7.20, after fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of all shareholders entitled to notice of the meeting (and, if a different record date is fixed for voting, of those entitled to vote), available for inspection as provided in that section.

Section 2.9 Quorum. Pursuant to Miss. Code § 79-4-7.25, unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on the matter. Once a share is represented for any purpose at a meeting, other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be set.

Section 2.10 Voting Entitlement; Voting on Matters. Pursuant to Miss. Code § 79-4-7.21, except as the Articles or the Act provide, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Pursuant to Miss. Code § 79-4-7.25, if a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast favoring the action exceed the votes cast opposing it, unless the Act or the Articles require a greater number of affirmative votes.

Section 2.11 Voting for Directors; Cumulative Voting. Pursuant to Miss. Code § 79-4-7.28, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present, unless otherwise provided in the Articles. Shareholders do not have a right to cumulate their votes for directors unless the Articles so provide; if the Articles provide for cumulative voting, it shall be exercised in the manner stated in Miss. Code § 79-4-7.28.

Section 2.12 Proxies. Pursuant to Miss. Code § 79-4-7.22, a shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An appointment is valid for eleven (11) months unless a longer period is expressly provided, and is revocable unless the appointment form or electronic transmission conspicuously states that it is irrevocable and is coupled with an interest.

Section 2.13 Greater Quorum or Voting Requirements. The Articles may provide for a greater quorum or voting requirement for shareholders than is provided by the Act, subject to Miss. Code § 79-4-7.27.

Section 2.14 Action Without a Meeting. Pursuant to Miss. Code § 79-4-7.04, action that may be taken at a shareholders' meeting may be taken without a meeting if it is taken by all the shareholders entitled to vote on the action, evidenced by one or more written consents describing the action, signed by all such shareholders and delivered to the corporation. If the Articles so provide, action may instead be taken by the written consents of shareholders holding not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shares entitled to vote were present and voted, with the corporation giving the notice required by that section to nonconsenting shareholders. No written consent is effective unless, within sixty (60) days of the earliest dated consent delivered, consents signed by holders of shares having sufficient votes to take the action have been delivered to the corporation.

Section 2.15 Adjournment. A shareholders' meeting may be adjourned. If a new record date for the adjourned meeting is or must be fixed, notice of the adjourned meeting must be given to shareholders entitled to vote as of the new record date, as provided in Miss. Code § 79-4-7.05.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Miss. Code § 79-4-8.01, all corporate powers shall be exercised by or under the authority of the Board, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by Miss. Code § 79-4-7.32.

Section 3.2 Number and Qualifications. Pursuant to Miss. Code § 79-4-8.03, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be Mississippi residents or shareholders unless the Articles or these Bylaws so require (Miss. Code § 79-4-8.02).

Section 3.3 Election and Term. Pursuant to Miss. Code §§ 79-4-8.03 and 79-4-8.05, directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under Miss. Code § 79-4-8.06. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death.

Section 3.4 Resignation. Pursuant to Miss. Code § 79-4-8.07, a director may resign at any time by delivering a written notice to the Board or the corporation. A resignation is effective when the notice is delivered unless it specifies a later effective date or an effective date determined upon the happening of an event.

Section 3.5 Removal. Pursuant to Miss. Code § 79-4-8.08, the shareholders may remove one or more directors with or without cause unless the Articles provide that directors may be removed only for cause. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director, subject to the cumulative-voting protection of that section where applicable.

Section 3.6 Vacancies. Pursuant to Miss. Code § 79-4-8.10, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders or by the Board; if the directors remaining in office constitute fewer than a quorum, they may fill the vacancy by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular and Special Meetings. Pursuant to Miss. Code § 79-4-8.20, the Board may hold regular or special meetings in or out of the State of Mississippi. Unless the Articles or these Bylaws provide otherwise, the Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all participating directors may simultaneously hear each other during the meeting; a director so participating is deemed present in person.

Section 3.8 Notice of Meetings. Pursuant to Miss. Code § 79-4-8.22, unless the Articles or these Bylaws provide otherwise, regular meetings of the Board may be held without notice of the date, time, place, or purpose. Special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but the notice need not describe the purpose unless required by the Articles or these Bylaws. A director may waive any required notice as provided in Miss. Code § 79-4-8.23; a director's attendance at or participation in a meeting waives notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.9 Quorum and Voting. Pursuant to Miss. Code § 79-4-8.24, unless the Act, the Articles, or these Bylaws require a greater number, a quorum of the Board consists of a majority of the fixed number of directors (or, if the number is variable, the number prescribed when the meeting begins). The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of the fixed or prescribed number. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Act, the Articles, or these Bylaws require a greater vote.

Section 3.10 Action Without a Meeting. Pursuant to Miss. Code § 79-4-8.21, unless the Articles or these Bylaws provide otherwise, action required or permitted to be taken at a Board meeting may be taken without a meeting if each director signs a consent describing the action and delivers it to the corporation. Action is taken when the last director signs the consent, unless the consent specifies a different effective date. A consent has the effect of action taken at a meeting.

Section 3.11 Compensation. Pursuant to Miss. Code § 79-4-8.11, the Board may fix the compensation of directors.

Section 3.12 Standards of Conduct. Pursuant to Miss. Code § 79-4-8.30, each member of the Board, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation, and shall discharge the informational duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances, as provided in that section. Director conflicting interest transactions are governed by Miss. Code §§ 79-4-8.60 to 79-4-8.63.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Miss. Code § 79-4-8.25, the Board may create one or more committees and appoint one or more members of the Board to serve on each. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under Miss. Code § 79-4-8.24.

Section 4.2 Authority of Committees. To the extent specified by the Board or the Articles, each committee may exercise the powers of the Board under Miss. Code § 79-4-8.01. A committee may not, however: (a) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the Board; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or, subject to the Act, on any committee; or (d) adopt, amend, or repeal these Bylaws, all as provided in Miss. Code § 79-4-8.25.

Section 4.3 Committee Procedures. The provisions of the Act governing meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members as well.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Miss. Code § 79-4-8.40, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The Board may elect or appoint a President, a Secretary, a Treasurer, one or more Vice Presidents, and such other officers and assistant officers as it deems appropriate, and may designate one of the officers to be responsible for preparing and maintaining minutes of the meetings of the Board and the shareholders and for authenticating records of the corporation. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or, if authorized by the Board, by a duly appointed officer). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Functions and Authority of Officers. Pursuant to Miss. Code § 79-4-8.41, each officer has the authority and shall perform the functions set forth in these Bylaws or, to the extent consistent with these Bylaws, prescribed by the Board or by direction of an officer authorized by the Board to prescribe the functions of other officers.

Section 5.4 President. The President shall, subject to the control of the Board, generally supervise and control the business and affairs of the corporation and shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary (or other officer designated under Section 5.1) shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the shareholders' list; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, the funds and securities of the corporation, shall keep accurate books and records of account, shall deposit corporate funds in depositories selected by the Board, and shall perform such other duties as the Board or the President may assign.

Section 5.7 Standards of Conduct. Pursuant to Miss. Code § 79-4-8.42, an officer with discretionary authority shall discharge the duties of the office in good faith, with the care that a person in a like position would reasonably exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation.

Section 5.8 Resignation and Removal. Pursuant to Miss. Code § 79-4-8.43, an officer may resign at any time by delivering notice to the corporation, effective when delivered unless a later effective time is specified. The Board may remove any officer at any time with or without cause. The appointment of an officer does not itself create contract rights (Miss. Code § 79-4-8.44).

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Authorized Shares; Issuance. Pursuant to Miss. Code §§ 79-4-6.01 and 79-4-6.21, the Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by the Act, up to the number authorized in the Articles. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. Pursuant to Miss. Code § 79-4-6.25, if shares are certificated, each certificate shall state on its face the name of the issuing corporation and that it is organized under the laws of Mississippi, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents. Each certificate shall be signed (manually or in facsimile) by two officers designated in these Bylaws or by the Board, and may bear the corporate seal.

Section 6.3 Uncertificated Shares. Pursuant to Miss. Code § 79-4-6.26, the Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restriction noted on the certificate or in the information statement and in the corporate records.

Section 6.5 Restrictions on Transfer. Pursuant to Miss. Code § 79-4-6.27, the corporation may impose restrictions on the transfer or registration of transfer of shares. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the front or back of the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation, consistent with the Act and Article 8 of the Uniform Commercial Code.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Permissible Indemnification of Directors. Pursuant to Miss. Code § 79-4-8.51, and except as that section otherwise limits, the corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (a) (i) the director acted in good faith and (ii) the director reasonably believed (A) in the case of conduct in an official capacity, that the conduct was in the best interests of the corporation, and (B) in all other cases, that the conduct was at least not opposed to the best interests of the corporation, and (iii) in the case of a criminal proceeding, the director had no reasonable cause to believe the conduct was unlawful; or (b) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the Articles as authorized by Miss. Code § 79-4-2.02(b)(4). The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere is not, of itself, determinative that the director did not meet the relevant standard of conduct.

Section 7.2 Limitations on Indemnification. As provided in Miss. Code § 79-4-8.51(d), unless ordered by a court under Miss. Code § 79-4-8.54, the corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred if it is determined that the director met the relevant standard of conduct; or (b) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which the director was not entitled.

Section 7.3 Mandatory Indemnification. Pursuant to Miss. Code § 79-4-8.52, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred in connection with the proceeding.

Section 7.4 Advance for Expenses. Pursuant to Miss. Code § 79-4-8.53, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to the proceeding if the director delivers to the corporation: (a) a signed written affirmation of the director's good-faith belief that the relevant standard of conduct described in Miss. Code § 79-4-8.51 has been met (or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles authorized by Miss. Code § 79-4-2.02(b)(4)); and (b) a signed written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under Miss. Code § 79-4-8.52 and it is ultimately determined that the director did not meet the relevant standard of conduct. The undertaking is an unlimited general obligation of the director, need not be secured, and may be accepted without reference to financial ability to repay. Authorizations under this Section shall be made as provided in Miss. Code § 79-4-8.53(c).

Section 7.5 Court-Ordered Indemnification. A director who is a party to a proceeding may apply for indemnification or an advance for expenses to the court conducting the proceeding or another court of competent jurisdiction, which may order indemnification or an advance in the circumstances described in Miss. Code § 79-4-8.54.

Section 7.6 Determination and Authorization. A determination that indemnification of a director is permissible, and any authorization of indemnification, shall be made in the manner specified in Miss. Code § 79-4-8.55, including by a majority vote of the qualified directors, by a committee of qualified directors, by special legal counsel, or by the shareholders (excluding shares owned or controlled by a director who is not a qualified director).

Section 7.7 Indemnification of Officers. Pursuant to Miss. Code § 79-4-8.56, the corporation may indemnify and advance expenses to an officer who is a party to a proceeding because the person is an officer: (a) to the same extent as to a director; and (b) if the person is an officer but not a director, to such further extent as may be provided by the Articles, these Bylaws, a resolution of the Board, or contract, except as that section limits. An officer who is not a director is entitled to mandatory indemnification under Miss. Code § 79-4-8.52 and may apply for court-ordered indemnification under Miss. Code § 79-4-8.54, to the same extent as a director.

Section 7.8 Insurance. Pursuant to Miss. Code § 79-4-8.57, the corporation may purchase and maintain insurance on behalf of an individual who is or was a director or officer, employee, or agent of the corporation against liability asserted against or incurred by the individual in that capacity or arising from that status, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under the Act.

Section 7.9 Variation; Exclusivity. This Article and the indemnification provisions of the Act may be varied by corporate action only as permitted by Miss. Code § 79-4-8.58. The indemnification and advancement provided under this Article are not exclusive of other rights, and continue as to a person who has ceased to serve and inure to the benefit of the person's heirs and personal representatives, consistent with Miss. Code § 79-4-8.59.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Pursuant to Miss. Code § 79-4-6.40, the Board may authorize, and the corporation may make, distributions to its shareholders (including dividends), subject to any restriction in the Articles.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in Miss. Code § 79-4-6.40.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution. If no record date is fixed, the record date is the date the Board authorizes the distribution, as provided in Miss. Code § 79-4-6.40.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to Miss. Code § 79-4-16.01, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board on behalf of the corporation. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares.

Section 9.2 Records to Be Kept Available. Pursuant to Miss. Code § 79-4-16.01(e), the corporation shall keep a copy of the records described in that subsection (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings and records of actions taken by shareholders without a meeting for the past three years, written communications to shareholders generally within the past three years, a list of the names and business addresses of the current directors and officers, and the most recent annual report) at its principal office.

Section 9.3 Shareholder Inspection Rights. Pursuant to Miss. Code §§ 79-4-16.02 and 79-4-16.03, a shareholder is entitled to inspect and copy corporate records, subject to the conditions and procedures of those sections, including (for certain records) the requirements of a written demand made in good faith and for a proper purpose, describing with reasonable particularity the purpose and the records desired, where the records are directly connected with that purpose.

Section 9.4 Financial Statements. Pursuant to Miss. Code § 79-4-16.20, upon written request the corporation shall furnish a requesting shareholder its most recent annual financial statements as required by that section.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine, consistent with Miss. Code § 79-4-3.02. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with Miss. Code § 79-4-16.01.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment Generally. Pursuant to Miss. Code § 79-4-10.20, the corporation's Board may amend or repeal these Bylaws, and the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board, unless: (a) the Articles, Miss. Code § 79-4-10.21, or the Act reserve that power exclusively to the shareholders in whole or in part; or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or reinstate that bylaw.

Section 11.2 Bylaw Increasing Quorum or Voting Requirement for Shareholders. A bylaw that increases a quorum or voting requirement for shareholders may be adopted, amended, or repealed only in the manner provided in Miss. Code § 79-4-10.21.

Section 11.3 Bylaw Increasing Quorum or Voting Requirement for Directors. A bylaw that increases a quorum or voting requirement for the Board may be adopted, amended, or repealed only in the manner provided in Miss. Code § 79-4-10.22.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to Miss. Code § 79-4-2.07, unless the Articles provide otherwise, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency, defined as a catastrophic event or other similar circumstance that makes it impracticable for a quorum of the Board to be readily assembled.

Section 12.2 Provisions of Emergency Bylaws. The emergency bylaws may make provisions necessary for managing the corporation during the emergency, including: (a) procedures for calling a meeting of the Board; (b) quorum requirements for the meeting; and (c) designation of additional or substitute directors, all as provided in Miss. Code § 79-4-2.07.

Section 12.3 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may, by reason of their presence, be deemed directors for the meeting, in such order of rank and within the same rank in such order of seniority as may be specified, in order to achieve a quorum.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws or with the emergency provisions of the Act binds the corporation and may not be used to impose liability on a director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these regular Bylaws remain in effect during the emergency; upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary (or the officer designated to authenticate records) of [____________________], a Mississippi corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporators / the initial Board of Directors] pursuant to Miss. Code §§ 79-4-2.05 and 79-4-2.06 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Mississippi Business Corporation Act, Miss. Code § 79-4-1.01 et seq. (Title 79, Chapter 4)
• Miss. Code § 79-4-2.05 (organization of corporation); § 79-4-2.06 (bylaws); § 79-4-2.07 (emergency bylaws); § 79-4-3.02 (general powers)
• Miss. Code § 79-4-5.01 (registered office and registered agent)
• Miss. Code §§ 79-4-6.01 to 79-4-6.27 (authorized shares; issuance; certificates and uncertificated shares; transfer restrictions); § 79-4-6.40 (distributions)
• Miss. Code §§ 79-4-7.01 to 79-4-7.09 (annual, special, and court-ordered meetings; action without meeting; notice; waiver; record date; remote communication)
• Miss. Code §§ 79-4-7.20 to 79-4-7.28 (shareholders' list; voting entitlement; proxies; quorum and voting; greater requirements; voting for directors and cumulative voting)
• Miss. Code §§ 79-4-8.01 to 79-4-8.11 (board powers; qualifications; number and election; terms; staggered terms; resignation; removal; vacancies; compensation)
• Miss. Code §§ 79-4-8.20 to 79-4-8.25 (meetings; action without meeting; notice; waiver; quorum and voting; committees); § 79-4-8.30 (standards of conduct for directors); §§ 79-4-8.60 to 79-4-8.63 (director conflicting interest transactions)
• Miss. Code §§ 79-4-8.40 to 79-4-8.44 (officers; functions; standards of conduct; resignation and removal; contract rights)
• Miss. Code §§ 79-4-8.50 to 79-4-8.59 (indemnification: definitions (8.50); permissible indemnification (8.51); mandatory indemnification (8.52); advance for expenses (8.53); court-ordered indemnification (8.54); determination and authorization (8.55); indemnification of officers (8.56); insurance (8.57); variation (8.58); exclusivity (8.59))
• Miss. Code §§ 79-4-10.20 to 79-4-10.22 (amendment of bylaws; bylaws increasing quorum or voting requirements)
• Miss. Code §§ 79-4-16.01 to 79-4-16.20 (corporate records; inspection; financial statements)