Bill Text: MS HB1238 | 2016 | Regular Session | Introduced

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Bill Title: Corporations; bylaws may set venue for certain proceedings to be brought in county of principal office.

Spectrum: Partisan Bill (Republican 1-0)

Status: (Failed) 2016-02-23 - Died In Committee [HB1238 Detail]

Download: Mississippi-2016-HB1238-Introduced.html

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MISSISSIPPI LEGISLATURE

2016 Regular Session

To: Judiciary A

By: Representative Zuber

House Bill 1238

AN ACT TO AMEND SECTION 79-4-2.02, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT THE ARTICLES OF INCORPORATION OF A BUSINESS CORPORATION MAY CONTAIN A PROVISION IN ITS BYLAWS REQUIRING THAT ANY DERIVATIVE PROCEEDINGS, OR ANY OTHER INTERNAL CORPORATE CLAIMS IN THE RIGHT OF THE CORPORATION THAT ARE BASED UPON A VIOLATION OF A DUTY BY A CURRENT OR FORMER DIRECTOR OR OFFICER OR STOCKHOLDER IN THAT CAPACITY, MUST BE BROUGHT EXCLUSIVELY IN THE APPROPRIATE COURT OF THE COUNTY WHERE THE CORPORATION'S PRINCIPAL OFFICE IS LOCATED; AND FOR RELATED PURPOSES.

     BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:

     SECTION 1.  Section 79-4-2.02, Mississippi Code of 1972, is amended as follows:

     79-4-2.02.  (a)  The articles of incorporation must set forth:

          (1)  A corporate name for the corporation that satisfies the requirements of Section 79-4-4.01;

          (2)  The number of shares the corporation is authorized to issue and any information concerning the authorized shares as required by Section 79-4-6.01;

          (3)  The street address of the corporation's initial registered office and the name of its initial registered agent at that office; and

          (4)  The name and address of each incorporator.

     (b)  The articles of incorporation may set forth:

          (1)  The names and addresses of the individuals who are to serve as the initial directors;

          (2)  Provisions not inconsistent with law regarding:

              (i)  The purpose or purposes for which the corporation is organized;

              (ii)  Managing the business and regulating the affairs of the corporation;

              (iii)  Defining, limiting and regulating the powers of the corporation, its board of directors and shareholders; and

              (iv)  A par value for authorized shares or classes of shares;

          (3)  Any provision that under Section 79-4-1.01 et seq.  is required or permitted to be set forth in the bylaws;

          (4)  A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:

              (i)  The amount of a financial benefit received by a director to which he is not entitled;

              (ii)  An intentional infliction of harm on the corporation or the shareholders;

              (iii)  A violation of Section 79-4-8.33; or

              (iv)  An intentional violation of criminal law; and

          (5)  A provision permitting or making obligatory indemnification of a director for liability as defined in Section 79-4-8.50(5) to any person for any action taken, or any failure to take any action, as a director, except liability for:

              (i)  Receipt of a financial benefit to which he is not entitled;

              (ii)  An intentional infliction of harm on the corporation or its shareholders;

              (iii)  A violation of Section 79-4-8.33; or

              (iv)  An intentional violation of criminal law.

          (6)  A provision, or reference an applicable provision to be contained in the corporation's bylaws, in accordance with Section 79—4—2.06(b), requiring that any and all derivative proceedings, as defined by Section 79-4—7.41(1), or any other internal corporate claims in the right of the corporation that are based upon a violation of a duty by a current or former director or officer or stockholder in that capacity, shall be brought solely and exclusively in the appropriate court of the county where the corporation's principal office is located, consistent with applicable law and jurisdictional requirements.

     (c)  The articles of incorporation need not set forth any of the corporate powers enumerated in Section 79-4-1.01 et seq.

     (d)  For the purposes of this section, a "director" shall include any person vested with the discretion or powers of a director under Section 79-4-7.32.

     (e)  Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with Section 79-4-1.20(k).

     SECTION 2.  This act shall take effect and be in force from and after July 1, 2016.

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