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CODE MISSISSIPPI 1972 Annotated 2012 CUMULATIVE SUPPLEMENT Volume 18 September 2012 Enacted through the 2012 Regular Session ofthe Legislature. Prepared by the Editorial Staff ofthe Publisher LexisNexis 2012 CUMULATIVE SUPPLEMENT TO CODE MISSISSIPPI ANNOTATED 1972 Issued September, 2012 CONTAINING PERMANENT PUBLIC STATUTES OF MISSISSIPPI ENACTED THROUGH THE 2012 REGULAR SESSION PUBLISHED BYAUTHORITY OF THE LEGISLATURE SUPPLEMENTING Volume 18 (As Revised 2009) For latest statutes or assistance call 1-800-833-9844 By the Editorial Staffofthe Publisher LexisNexis QUESTIONSABOUT THIS PUBLICATION? ForEDITORIALQUESTIONSconcerningthis publication, orREPRINTPERMISSION, pleasecall: 800-833-9844 ForCUSTOMERSERVICEASSISTANCE concerningreplacementpages, shipments,billingorother matters, pleasecall: CustomerServiceDepartmentat . 800-833-9844 OutsidetheUnitedStates andCanada 518-487-3000 FAX 518-487-3584 ForINFORMATIONONOTHERMATTHEWBENDERPUBLICATIONS,pleasecall: Youraccountmanageror 800-223-1940 OutsidetheUnitedStates andCanada 518-487-3000 Copyright © 2012 by THE STATE OF MISSISSIPPI All rights reserved. LexisNexis and the Knowledge Burst logo are registered trademarks, and Michie is a trademark ofReed Elsevier Properties, Inc., used under license. Matthew Bender is a registered trademark ofMatthew Bender Properties, Inc. 5462123 ISBN 978-0-327-09628-3 (Code set) ISBN 978-1-422-45914-0 (Volume 18) r LexisNexis Matthew Bender & Company, Inc. 701 E. Water St., Charlottesville, VA22902-5389 www.lexisnexis.com (Pub.44510) User's Guide Inorderto assistboththe legalprofession andthelaymaninobtainingthe maximumbenefitfromthe Mississippi Code of1972Annotated, aUser's Guide has been included in the main volume. This guide contains comments and information on the many features found within the Code intended to increase the usefulness ofthe Code to the user. 111 Digitized by the Internet Archive 2013 in http://archive.org/details/govlawmssupp182012 PUBLISHER'S FOREWORD Statutes The 2012 Supplement to the Mississippi Code of 1972 Annotated reflects the statute law of Mississippi as amended by the Mississippi Legislature through the end ofthe 2012 Regular Session. Annotations Case annotations are included based on decisions ofthe State and federal courts in cases arising in Mississippi. Annotations to collateral research references are also included. To better serve our customers by making our annotations more current, LexisNexis has changedthe sources thatarereadtocreate annotationsforthis publication. Rather than waiting for cases to appear in printed reporters, we now read court decisions as they are released by the courts. Aconsequence of this more current reading ofcases, as they are posted online on LexisNexis, is thatthe mostrecentcases annotatedmaynotyethave printreportercitations. These will be provided, as they become available, through later publications. This publication contains annotations taken from decisions ofthe Missis- sippi Supreme Court andthe Court ofAppeals and decisions ofthe appropriate federal courts. These cases will be printed in the following reporters: Southern Reporter, 3rd Series United States Supreme Court Reports Supreme Court Reporter United States Supreme Court Reports, Lawyers' Edition, 2nd Series Federal Reporter, 3rd Series Federal Supplement, 2nd Series Federal Rules Decisions Bankruptcy Reporter Additionally, annotations have been taken from the following sources: American Law Reports, 6th Series American Law Reports, Federal Series Mississippi College Law Review Mississippi Law Journal Finally, published opinions of the Attorney General and opinions of the Ethics Commission have been examined for annotations. Amendment Notes Amendment notes detail how the new legislation affects existing sections. Editor's Notes Editor's notes summarize subject matter and legislative history of repealed sections, provide information as to portions oflegislative acts that have not been codified, or explain other pertinent information. Publisher's Foreword Joint Legislative Committee Notes Joint Legislative Committee notes explain codification decisions and corrections ofCode errors made by the Mississippi Joint Legislative Commit- tee on Compilation, Revision, and Publication ofLegislation. Tables The StatutoryTablesvolume adds tables showingdispositionoflegislative acts through the 2012 Regular Session. Index The comprehensive Index to the Mississippi Code of 1972 Annotated is replaced annually, and we welcome customer suggestions. The foreword to the Index explains our indexing principles, suggests guidelines for successful index research, and provides methods for contacting indexers. Acknowledgements The publisher wishes to acknowledge the cooperation and assistance rendered by the Mississippi Joint Legislative Committee on Compilation, Revision, and Publication ofLegislation, as well as the offices oftheAttorney General and Secretary ofState, in the preparation ofthis supplement. User Information Visit the LexisNexis website at http://www.lexisnexis.com for an online bookstore, technical support, customer support, and other company information. For further information or assistance, please call us toll-free at (800) 833-9844, fax us toll-free at (800) 643-1280, e-mail us at [email protected], or write to: Mississippi Code Editor, LexisNexis, 701 E. Water Street, Charlottesville, VA 22902-5389. September 2012 LexisNexis VI SCHEDULE OF NEW SECTIONS Added in this Supplement TITLE 79. CORPORATIONS,ASSOCIATIONS,AND PARTNERSHIPS CHAPTER 4. Mississippi Business CorporationAct Article 7. Shareholders subarticlea. meetings Sec. 79-4-7.09. Promote participation in annual and special meetings [Effective Janu- ary 1, 2013]. Article 8. Directorsand Officers subarticlea. board of directors 79-4-8.26. Submission ofmatters for shareholdervote [Effective January 1, 2013]. Article 17. Transition Provisions 79-4-17.05. RelationtoElectronic Signatures in Global andNational CommerceAct [Effective January 1, 2013]. CHAPTER 11. Nonprofit, Nonshare Corporations and Religious Societies MISSISSIPPI NONPROFIT CORPORATIONACT 79-11-405. Nonprofit corporation to notify Secretary of State of determination, suspension or revocation of exemption from tax as Section 501(c)(3) organization . UNIFORM PRUDENT MANAGEMENT OF INSTITUTIONAL FUNDSACT 79-11-701. Short title. 79-11-703. Definitions. 79-11-705. Standard ofconduct in managing and investing institutional fund. 79-11-707. Appropriation for expenditure or accumulation of endowment fund; rules ofconstruction. 79-11-709. Delegation ofmanagement and investment. 79-11-711. Release or modification ofrestrictions on management, investment, or purpose. 79-11-713. Reviewing compliance. 79-11-715. Application to existing institutional funds. 79-11-717. RelationtoElectronicSignaturesinGlobalandNationalCommerceAct. 79-11-719. Uniformity ofapplication and construction. CHAPTER 13. Uniform PartnershipAct (1997) Article 5. Transfereesand Creditors of Partner 79-13-505. Enforceability oflimitations on assignments ofpartnership interests. Article 10. Limited Liability Partnership 79-13-1003. Administrative dissolutionofstatementofqualification; grounds [Effec- tive January 1, 2013]. 2012 Supplement 1 Schedule of New Sections 79-13-1004. Administrative dissolution of statement of qualification; procedure [Effective January 1, 2013]. 79-13-1005. Administrative dissolution ofstatement ofqualification; reinstatement [Effective January 1, 2013]. 79-13-1006. Appeal from denial ofreinstatement [Effective January 1, 2013]. Article 11. Foreign limited liability partnership 79-13-1106. Administrativerevocationofstatementofforeignqualification; grounds [Effective January 1, 2013]. 79-13-1107. Administrative revocation of statement offoreign qualification; procedure [Effective January 1, 2013]. 79-13-1108. Administrative revocation of statement of foreign qualification; reinstatement [Effective January 1, 2013]. 79-13-1109. Appeal from denial ofreinstatement [Effective January 1, 2013]. CHAPTER 14. Mississippi Limited PartnershipAct Article 7.Assignment of Partnership Interests 79-14-706. Enforceability of limitations on assignments of limited partnership interests. Article 8. Dissolution 79-14-809. Administrative dissolution; grounds [Effective January 1, 2013]. 79-14-810. Administrative dissolution; procedure [Effective January 1, 2013]. 79-14-811. Administrative dissolution; reinstatement [Effective January 1, 2013]. 79-14-812. Appeal from denial ofreinstatement [Effective January 1, 2013]. Article 9. Foreign Limited Partnerships 79-14-910. Administrativerevocationofregistration; grounds [EffectiveJanuary 1, 2013]. 79-14-911. Administrative revocation ofregistration; procedure [Effective January 1, 2013]. 79-14-912. Administrativerevocation ofregistration; reinstatement [EffectiveJan- uary 1, 2013]. 79-14-913. Appeal from denial ofreinstatement [Effective January 1, 2013]. CHAPTER 29. Revised Mississippi Limited Liability CompanyAct Article 1. General Provisions 79-29-101. Short title. 79-29-103. Reservation ofpower to amend or repeal. 79-29-105. Definitions. 79-29-107. Form ofnotice and written consents. 79-29-109. Name. 79-29-111. Reservation ofname. 79-29-113. Registered office and registered agent [Repealed effective January 1, 2013]. 79-29-115. Records to be kept. 79-29-117. Nature ofbusiness; powers. 79-29-119. Governing law. 79-29-121. Business transactions ofmember or manager with the limited liability company. 79-29-123. General standards of conduct and construction and application of certificate offormation and operating agreement; scope, function, and limitations. 2 2012 Supplement