Mississippi commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association’s articles of incorporation, charter, or bylaws. The Mississippi Nonprofit Corporation Act governs nonprofit corporations about corporate structure and procedure. If an association is organized as a nonprofit, as is the case with most Mississippi associations, it will be governed by the Nonprofit Corporations Act. Contact your association’s attorney to see what your community’s options are for virtual meetings based upon your governing documents.
Applicable Statute: Nonprofit Corporation Act
(1) The board of directors may hold regular or special meetings in or out of this state.
(2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors 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 directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Universal Citation: MS Code § 79-11-255 (2019)
§ 79-11-147 - Emergency bylaws; emergency defined
(1) 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:
(a) How to call a meeting of the board;
(b) Quorum requirements for the meeting; and
(c) Designation of additional or substitute directors.
(2) 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.
(3) Corporate action taken in good faith in accordance with the emergency bylaws:
(a) Binds the corporation; and
(b) May not be used to impose liability on a corporate director, officer, employee or agent.
(4) 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.
Universal Citation: MS Code § 79-11-147 (2013)
(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and
(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.
(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:
(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
(a) Binds the corporation; and
(b) May not be used to impose liability on a corporate director, officer, employee or agent.
(4) 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.
Universal Citation: MS Code § 79-11-153 (2013)