Bill Text: MS SB2017 | 2014 | Regular Session | Enrolled
Bill Title: Electric power associations; revise procedure to amend the certificate of incorporation.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Passed) 2014-03-13 - Approved by Governor [SB2017 Detail]
Download: Mississippi-2014-SB2017-Enrolled.html
MISSISSIPPI LEGISLATURE
2014 Regular Session
To: Energy
By: Senator(s) Burton
Senate Bill 2017
(As Sent to Governor)
AN ACT TO AMEND SECTION 77-5-215, MISSISSIPPI CODE OF 1972, TO REVISE THE PROCEDURE BY WHICH ANY ELECTRIC POWER ASSOCIATION MAY AMEND ITS CERTIFICATE OF INCORPORATION; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 77-5-215, Mississippi Code of 1972, is amended as follows:
77-5-215. A corporation
created or operating under this article may amend its certificate of
incorporation to change its corporate name, to increase or reduce the number of
its directors, or to change any other provisions therein. * * * Notwithstanding any provisions
of a corporation's certificate or articles of incorporation to the contrary, a
corporation * * *
created or operating under this article may amend its certificate or
articles of incorporation * * *
if (a) the amendment is authorized by the board of directors of the
corporation pursuant to the affirmative vote of at least two-thirds (2/3) of
the directors, and (b) the amendment authorized by the board of directors is
ratified by sixty percent (60%) of the corporation's members voting, at either
the corporation's annual meeting or at a meeting of the members called for the
special purpose of considering and voting on the amendment. Written notice of
any meeting at which an amendment to the corporation's certificate or articles
of incorporation will be voted on by the members must be sent to the
corporation's members at least thirty (30) days prior to the date of the
meeting. The notice shall set forth the date, time, location and purpose of
the meeting, and identify and describe the purpose of the amendment authorized
by the corporation's board of directors. In the event an amendment is authorized
by the board of directors and ratified by the members in accordance with the
foregoing, a certificate reflecting the amendment to the certificate or
articles of incorporation shall be prepared and executed by the president and
by the secretary of the corporation who shall both affirm therein, under oath,
that they have been authorized by the corporation to execute and file such
certificate. Such certificate of amendment shall then be filed by the
corporation in the Office of the Secretary of State, and the amendment of the
corporation's certificate or articles of incorporation shall be effective as of
the date on which the certificate of amendment is file stamped by the Secretary
of State.
* * *
SECTION 2. This act shall take effect and be in force from and after its passage.
