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2017 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies
Mississippi Nonprofit Corporation Act
§ 79-11-307. Restatement of articles of incorporation
Universal Citation: MS Code § 79-11-307 (2017)
- (1) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members.
- (2) 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.
- (3) 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.
- (4) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
- (a) Whether the restatement contains an amendment to the articles requiring approval by the members and, if it does not, that the board of directors adopted the restatement; or
- (b) If the restatement contains an amendment to the articles requiring approval by the members, the information required by Section 79-11-305.
- (5) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
- (6) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (4) of this section.
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