State of the Nonprofit Regulatory Environment in MISSISSIPPI

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-501

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Yes - Mississippi Code Ann. §§ 79-11-501 to 79-11-529

Registration Office

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: Mississippi Secretary of State http://www.sos.ms.gov/charities/Pages/default.aspx

2 Notice, Filing or Review of Transactions

Sale of Assets

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-ASSETS-AG

REGULATORY BODY: Attorney General

NOTES: No

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

Mergers

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-MERGER-AG

REGULATORY BODY: Attorney General

NOTES: No

MS Code § 79-11-323

REGULATORY BODY: Other

STATUTE TEXT: After a plan of merger is approved by the board of directors, and if required by Section 79-11-321, by the members, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth: (a) The plan of merger; (b) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (c) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (ii) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.

NOTES: File with Sec. of State MS Code § 79-11-323

Certificate of Amendments

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

MS Code § 79-11-305

REGULATORY BODY: Other

STATUTE TEXT: A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment adopted; (c) The date of each amendmentis adoption; (d) If an amendment was adopted by the incorporators or board of directors without action by members, a statement to that effect and that action by members was not required; (e) If an amendment was approved by the members: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably represented at the meeting; (ii) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that voting group.

NOTES: Sec. of State MS Code § 79-11-305

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-507

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-507: tiered requirements for financial reporting

3 Notice or Action for Dissolutions

Voluntary Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: No

MS Code § 79-11-337

REGULATORY BODY: Other

STATUTE TEXT: (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was approved by a sufficient vote of the board; (d) That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor; (e) That all remaining property and assets of the corporation have been distributed among its members in accordance with their respective rights and interest, or have been otherwise distributed pursuant to the articles or bylaws of the corporation; or, in the case of a corporation which is also a charitable organization, as defined in Section 79-11-501, that the remaining property and assets of the corporation have been transferred to another charitable organization or other charitable organizations, as defined in Section 79-11-501, either domestic or foreign, engaged in activities substantially similar to those of the dissolving corporation, or to the federal government, or to a state or local government, for a public purpose; (f) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (g) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. (2) A corporation is dissolved upon the effective date of its articles of dissolution.

NOTES: Filed with Sec. of State, MS Code § 79-11-337

Judicial Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-355

REGULATORY BODY: Attorney General

STATUTE TEXT: (1) The chancery court of the county where the corporationis principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may dissolve a corporation: (a) In a proceeding by the Attorney General or the Secretary of State if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; or (iii) If the corporation is a charitable organization, as defined in Section 79-11-501, that: 1. The corporate assets are being misapplied or wasted; 2. The corporation is unable to carry out its purpose(s); or 3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.; (b) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or (iv) The corporate assets are being misapplied or wasted; (c) In a proceeding by a creditor if it is established that: (i) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent; or (d) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (2) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution.

NOTES: AG or Sec. of State can bring action, Miss. Code Ann. § 79-11-355

MS Code § 79-11-355

REGULATORY BODY: Other

NOTES: AG or Sec. of State can bring action, Miss. Code Ann. § 79-11-355

Administrative Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

NOTES: No

MS Code § 79-11-347

REGULATORY BODY: Other

STATUTE TEXT: The Secretary of State may commence a proceeding under Section 79-11-349 to administratively dissolve a corporation if: (a) The corporation does not pay within sixty (60) days after they are due any taxes or penalties imposed by Section 79-11-101 et seq. or other law; (b) The corporation does not deliver a requested status report to the Secretary of State within sixty (60) days after it is due; (c) The corporation is without a registered agent in this state for sixty (60) days or more; (d) The corporation does not notify the Secretary of State within one hundred twenty (120) days that its registered agent has been changed or that its registered agent has resigned; (e) The corporationis period of duration, if any, stated in its articles of incorporation expires; (f) The corporation fails to report within the time period specified in Section 79-11-405 the suspension or revocation of its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code; or (g) An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing.

NOTES: Sec. of State - MS Code § 79-11-347

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-STATUT-NS

REGULATORY BODY: Not Specific

NOTES: No

Requires Notice or Oversight

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-OVERSI-AG

REGULATORY BODY: Attorney General

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

Requires Filing

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-FILING-OT

REGULATORY BODY: Other

5 Audits

Requires Audit

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-507

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-507

Audit Threshold

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

NOTES: $500,000; $25,000-$500,00 may be requried by Sec. of State.

6 Registration Law

Registration Law

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

MS Code § 79-11-503

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-503

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

MS Code § 79-11-501(a)(iii)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-501(a)(iii)

Small organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

MS Code § 79-11-505(1)(d)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-505(1)(d) ($25k)

Educational Institutions

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

MS Code § 79-11-505(1)(a)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-505(1)(a)

Governmental Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

NOTES: NO

Hospitals

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

NOTES: NO

Veterans organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

NOTES: NO

Foundations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

NOTES: NO

Foundations that don’t solicit contributions

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

Charitable Trusts

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

Parent-Teacher Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

NOTES: NO

Reports to congress

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

Non-soliciting

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

MS Code § 79-11-505(1)(d)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-505(1)(d)

Fraternal/ Membership

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

MS Code § 79-11-505(1)(b)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-505(1)(b)

Political Orgs

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

NOTES: NO

Other

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

MS Code § 79-11-505(1)(c))

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Specified beneficiaries (Miss. Code Ann. § 79-11-505(1)(c)), org’s getting money from community chests (Miss. Code Ann. § 79-11-505(1)(e) ($25k)), volunteer firefighters (Miss. Code Ann. § 79-11-505(1)(f)), humane societies (Miss. Code Ann. § 79-11-505(1)(g)), others specified by the Secretary of State (Miss. Code Ann. § 79-11-505(1)(h))

MS Code § 79-11-505(1)(e)

REGULATORY BODY: Not Specific

STATUTE TEXT:

MS Code § 79-11-505(1)(f))

REGULATORY BODY: Not Specific

STATUTE TEXT:

MS Code § 79-11-505(1)(g))

REGULATORY BODY: Not Specific

STATUTE TEXT:

MS Code § 79-11-505(1)(h))

REGULATORY BODY: Not Specific

STATUTE TEXT:

8 Defined remedies

Dissolution

Regulatory Action: REMEDY

YES: A regulation is defined in the state

MS Code § 79-11-355

REGULATORY BODY: Not Specific

NOTES: Miss. Code Ann. § 79-11-355

Removal of Board Members

Regulatory Action: REMEDY

A regulation is NOT defined in the state

REMEDYT-BRDRMV-NS

REGULATORY BODY: Not Specific

NOTES: No

9 Oversight of professional fundraisers

Does the state require registration by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-513

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-513

Does the state require registration by fundraising counsel?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-513

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-513

Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-504(a)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. §§ 79-11-504(a); 515 (Rev. 2009); Mississippi Charities Act Rules, Rule 3.17 Commercial Co-ventures

Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-515

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Solicitor must submit both contract and a solicitation campaign notice ten days prior to the performance by the professional fund-raiser or fund-rasing counsel of any service. Miss. Code Ann. § 79-11-515

Does the state require specified disclosures to donors?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-5

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-5

Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-503

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-503; Miss. Code Ann. § 79-11-515

MS Code § 79-11-515

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-503; Miss. Code Ann. § 79-11-515

Does the state require annual financial reporting by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-515

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Miss. Code Ann. § 79-11-515

Does the state require bonding of professional fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

MS Code § 79-11-513

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: The professional fund-raiser applicant, at the time of making application, shall file with the State Treasurer and have approved by the Secretary of State a $10,000 bond with one or more corporate sureties licensed to do business in Mississippi. Miss. Code Ann. § 79-11-513