2018 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies
Mississippi Nonprofit Corporation Act
§ 79-11-317. Amendments to bylaws affecting class of members to be voted on by such class.
(1) The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(a) 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;
(b) 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;
(c) Increase or decrease the number of memberships authorized for that class;
(d) Increase the number of memberships authorized for another class;
(e) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(f) Authorize a new class of memberships.
(2) 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.
(3) 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 (⅔) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(4) 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.
