House Bill 1545

AN ACT TO AMEND SECTION 79-4-7.21, MISSISSIPPI CODE OF 1972, TO PROVIDE A METHOD TO BREAK A TIE IN A VOTE OF SHAREHOLDERS IN A CORPORATION; AND FOR RELATED PURPOSES.

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

SECTION 1. Section 79-4-7.21, Mississippi Code of 1972, is amended as follows:

79-4-7.21. (a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

(e) When there is a tie vote on any matter at a shareholders' meeting, the side that is represented by the lesser number of persons owning shares shall prevail in the tie vote.

SECTION 2. This act shall take effect and be in force from and after July 1, 2010.