{"data":{"id":"us-ms/miss.-code-ann.-79-11-251","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-11-251","heading":"Filling of vacancy in board of directors.","body":"(1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:\n(a) The members, if any, may fill the vacancy; provided that if the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;\n(b) The board of directors may fill the vacancy; or\n(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.\n(2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.\n(3) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.\n(4) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 79-11-243(2) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.","path":["Title 79. Corporations, Associations, and Partnerships","Chapter 11. Nonprofit, Nonshare Corporations and Religious Societies","Mississippi Nonprofit Corporation Act"],"source_url":"https://archive.org/download/gov.ms.code.ann.2018/release78.2020.07.08/gov.ms.code.title.79.odt","current_through":"2020-07-08","vintage":"Mississippi Code Release 78 (2020-07), retrieved 2026-09-17","retrieved_at":"2026-10-27T05:54:23Z","sha256":"978d740e93c6e030a62ccca2b3785f61b0916c7a375b7b8cd399b4ff266aa731","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-11-249","next":"us-ms/miss.-code-ann.-79-11-253","notices":[{"id":"open-us-law","title":"Open US Law compilation","text":"Compilation CC BY 4.0, Open US Law (Vaquill AI). GroundRules uses only the releases published under CC BY 4.0: from v2026.09 the compilation is licensed CC BY-NC 4.0, and GroundRules does not use those releases. Each affected row names its release in its vintage label. GroundRules parsed and filtered the compilation to retain enacted text.","url":"https://huggingface.co/datasets/vaquill/open-us-law","license_url":"https://creativecommons.org/licenses/by/4.0/"},{"id":"pro-ms","title":"Mississippi Release 78 supplement","text":"Mississippi electronic product files were republished by Public.Resource.Org under a public-domain dedication. GroundRules uses enacted text from Release 78 only as a labeled supplement to the newer Open US Law rows.","url":"https://archive.org/details/gov.ms.code.ann.2018"}]},"notice":"GroundRules: Original legal text. Not legal advice."}