Mississippi § 77-5-215 - Amendment of certificate of incorporation.

§ 77-5-215. Amendment of certificate of incorporation.

A corporation 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 of incorporation to the contrary, if a corporation’s certificate of incorporation provides that the period of duration of the corporation is a limited number of years, the corporation may amend its certificate to provide that the duration of the corporation is perpetual if such an 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. Otherwise, and not withstanding any provisions of a corporation’s certificate of incorporation to the contrary, a corporation may amend its certificate 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 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 fully authorized in accordance with the foregoing, a certificate reflecting the amendment to the certificate 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, who shall forthwith cause this certificate to be handled in the manner prescribed in Section 77-5-211 for original certificates of incorporation; 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 filed with the Secretary of State, and the powers specified in the certificate of amendment shall thereupon be vested in the corporation without further formalities.