Mississippi · Chapter NP
Mississippi Nonprofit Corporation Act (Miss. Code Title 79 Ch. 11) — Plain-English Summary
Every section of this body of law translated into plain English for Mississippi board members and homeowners.
General provisions
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§79-11-101
Names §§ 79-11-101 et seq. the Mississippi Nonprofit Corporation Act. Mississippi has no comprehensive HOA statute, so most subdivision associations that inc…
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§79-11-127
Defines the corporate words this Act uses, including board of directors, bylaws, member, articles of incorporation, notice, and record. In an HOA, membership…
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§79-11-129
Notice under this chapter must be a record unless oral notice is authorized or reasonable. It may be given in person or by delivery (and, if those are imprac…
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§79-11-145
The incorporators or the board adopt bylaws. Bylaws may contain any provision for regulating and managing the corporation that is not inconsistent with law o…
Members
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§79-11-177
All members have the same rights and obligations with respect to voting, dissolution, redemption, and transfer unless the articles or bylaws establish classe…
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§79-11-181
A member is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. Assessment liability, if it exists, comes fr…
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§79-11-183
A member may become liable to the corporation for dues, assessments, or fees — but an article, a bylaw, or a board resolution authorizing or imposing them do…
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§79-11-189
No member may be expelled or suspended, and no membership terminated or suspended, except by a procedure that is fair and reasonable and carried out in good …
Meetings and voting
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§79-11-197
A corporation with members shall hold a membership meeting annually at the time the bylaws fix. Default place is the principal office if the bylaws are silen…
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§79-11-199
Hold a special members' meeting on call of the board or anyone the articles or bylaws authorize, or if holders of at least 5 percent of the voting power sign…
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§79-11-205
Give member-meeting notice in a fair and reasonable manner consistent with the bylaws. Fair and reasonable if the corporation notifies members of place, date…
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§79-11-215
Unless the articles or bylaws provide otherwise, each member has one vote. Where a membership is held in two or more names, a vote by one binds all; if more …
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§79-11-217
Unless this Act, the articles, or the bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represente…
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§79-11-219
Unless this Act, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present the affirmative vote of the votes represented …
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§79-11-221
Unless the articles or bylaws prohibit it, a member may vote by proxy. The appointment is effective when received by the officer authorized to tabulate votes…
Directors and officers
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§79-11-231
Each corporation must have a board of directors. All corporate powers are exercised by or under the authority of, and the affairs managed under the direction…
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§79-11-235
The number of directors is specified in or fixed in accordance with the articles or bylaws. There is no general three-director floor for an ordinary HOA. A p…
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§79-11-239
The articles or bylaws specify directors' terms. Except for designated or appointed directors, a term may not exceed five years. If no term is specified, the…
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§79-11-245
Members may remove one or more directors they elected, without cause, only at a meeting called for that purpose; the notice must state that removal is a purp…
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§79-11-255
The board may hold regular or special meetings in or out of Mississippi. Unless the articles or bylaws say otherwise, the board may let any or all directors …
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§79-11-259
Unless the articles or bylaws provide otherwise, regular board meetings may be held without notice of date, time, place, or purpose. Unless the articles or b…
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§79-11-263
Unless this Act, the articles, or the bylaws provide otherwise, a board quorum is a majority of the directors in office immediately before the meeting begins…
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§79-11-267
A director shall discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, an…
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§79-11-271
A corporation has the officers described in its bylaws or appointed by the board in accordance with the bylaws. One officer prepares minutes of director and …
Records
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§79-11-283
Keep as permanent records the minutes of all member and board meetings, records of actions taken without a meeting, and committee actions. Maintain appropria…
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§79-11-285
A member may inspect and copy the principal-office records listed in §79-11-283(5) at a reasonable time and place the corporation specifies, on at least five…
Frequently asked about Chapter NP
- What is Mississippi Chapter NP?
- Mississippi Chapter NP — the Mississippi Nonprofit Corporation Act (Miss. Code Title 79 Ch. 11) — is the body of law that governs how every Mississippi nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Chapter NP?
- Chapter NP contains 26 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at lexisnexis.com.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a Mississippi-licensed attorney.
- How often does Mississippi Chapter NP change?
- The Mississippi Legislature can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Chapter NP for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
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