Mississippi § 77-5-221 - Board of directors.

§ 77-5-221. Board of directors.

A corporation shall have a board of directors, and the powers of the corporation shall be vested in and exercised by such board of directors. The directors of the corporation, other than those named in a certificate of incorporation, shall be elected annually by the members entitled to vote. The initial directors of the corporation, including directors elected to succeed those named in a certificate of incorporation, shall be elected as follows: one-third (1/3) to be elected for a term of one (1) year, one-third (1/3) for a term of two (2) years, and one-third (1/3) for a term of three (3) years. Thereafter, all directors shall be elected for a term of three (3) years, or for such other term(s) as may be subscribed by the corporation’s certificate of incorporation. Only members of the corporation shall be entitled to vote. The directors of a corporation must be members of the corporation. In order to qualify as a candidate for director of a corporation by petition, a candidate shall obtain not less than fifty (50) signatures of members of the corporation on whose board such candidate wishes to serve; however, a corporation shall be empowered, in its discretion, to adopt, through its bylaws, provisions which allow a person to qualify as a candidate for director by petition by obtaining less than fifty (50) signatures or by other less restrictive means. The directors shall be entitled to reimbursement for expenses incurred by them in the performance of their duties. In addition to reimbursement for expenses, the board may authorize compensation and benefits to be paid to and on behalf of such directors for the performance of their duties, including for the time it takes for them to travel to and from meetings and to board functions. The board shall elect periodically from its own number officers as prescribed by the corporation’s bylaws. Directors may elect to attend the board meetings by telephone or video conference. All board meetings, unless in executive session, shall be open to any member of a corporation. Subject to the limitations below, any member or customer of a corporation shall be entitled to address the board at any regular meeting regarding any suggestions for better service, grievances or any other matter affecting the corporation. The board shall have the right to impose reasonable limitations upon the number of members or customers addressing any one (1) board meeting and the amount of time allotted to each presentation, and also to require members and customers to give the board reasonable advance notice of their desire to address the board so that the board may investigate and be able to respond to the presentation.