Miss. Code Ann. § 77-5-223 (2026)

The board of a corporation shall have power to do all things necessary or convenient in conducting the business of the corporation, including, but not limited to:

• (a) To adopt and amend bylaws for the management and regulation of the affairs of the corporation. The bylaws of a corporation may make provisions, not inconsistent with law or its certificate of incorporation, regulating the admission, withdrawal, suspension or expulsion of members; the transfer of membership; the fees and dues of members and the termination of memberships on nonpayment of dues or otherwise; the numbers, times and manner of choosing, qualifications, terms of office, official designations, powers, duties and compensation of its officers; defining a vacancy in the board or in any office and the manner of filling it; the number of members to constitute a quorum at meetings; the date of the annual meeting and the giving of notice thereof and the holding of special meetings and the giving of notice thereof; the terms and conditions upon which the corporation is to render service to its members; the disposition of the revenues and receipts of the corporation; regular and special meetings of the board and the giving of notice thereof; and such other matters as the board may deem appropriate or desirable.

• (b) To appoint agents and employees and to fix their compensation and benefits and the compensation and benefits of the officers of the corporation.

• (c) To execute all instruments or documents, or to delegate the execution thereof.

• (d) To delegate to one or more of the directors or to the officers, agents and employees of a corporation such powers and duties as it may deem proper.

• (e) To make its own rules and regulations as to its procedure.

• (f) To appoint such committees as the board shall in its judgment see fit, which committees may consist of members or nonmembers of either the board or the corporation.

• (g) To cause the corporation to reimburse directors for expenses incurred by them in the performance of their duties and to fix compensation and benefits to be paid to and on behalf of directors for the performance of their duties.

Codes, 1942, § 5470; Laws, 1936, ch. 184.

Amended by Laws, 2016, ch. 387, HB 1139, 9, eff. 7/1/2016.