Article VII, Mississippi Constitution

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Article 7 of the Mississippi Constitution is entitled Corporations. It has 24 sections.

Section 178

Text of Section 178:

Formation; Charter of Incorporation

Corporations shall be formed under general laws only. The Legislature shall have power to alter, amend or repeal any charter of incorporation now existing and revocable, and any that may hereafter be created, whenever, in its opinion, it may be for the public interest to do so. Provided, however, that no injustice shall be done to the stockholders.[1]

Amendments

  • The insertion of Section 178 was proposed by Laws 1987, ch. 690, Senate Concurrent Resolution No. 549, and upon ratification by the electorate on November 3, 1987, was inserted by proclamation of the Secretary of State on December 4, 1987.

Section 179

Text of Section 179:

Compliance with Provisions

The legislature shall never remit the forfeiture of the franchise of any corporation now existing, nor alter nor amend the charter thereof, nor pass any general or special law for the benefit of such corporation, except upon the condition that such corporation shall thereafter hold its charter and franchises subject to the provisions of this constitution; and the reception by any corporation of any provision of any such laws, or the taking of any benefit or advantage from the same, shall be conclusively held an agreement by such corporation to hold thereafter its charter and franchises under the provisions hereof.[1]

Section 180

Text of Section 180:

Organization

All existing charters or grants of corporate franchise under which organizations have not in good faith taken place at the adoption of this Constitution shall be subject to the provisions of this article; and all such charters under which organizations shall not take place in good faith and business be commenced within one year from the adoption of this Constitution, shall thereafter have no validity; and every charter or grant of corporate franchise hereafter made shall have no validity, unless an organization shall take place thereunder and business be commenced within two years from the date of such charter or grant.[1]

Section 181

Text of Section 181:

Taxation

The property of all private corporations for pecuniary gain shall be taxed in the same way and to the same extent as the property of individuals, but the legislature may provide for the taxation of banks and banking capital, by taxing the shares according to the value thereof (augmented by the accumulations, surplus, and unpaid dividends), exclusive of real estate, which shall be taxed as other real estate. Exemptions from taxation to which corporations are legally entitled at the adoption of this Constitution, shall remain in full force and effect for the time of such exemption as expressed in their respective charters, or by general laws, unless sooner repealed by the legislature. And, domestic insurance companies shall not be required to pay a greater tax in the aggregate than is required to be paid by foreign insurance companies doing business in this state, except to the extent of the excess of their ad valorem tax over the privilege tax imposed upon such foreign companies; and the legislature may impose privilege taxes on building and loan associations in lieu of all other taxes except on their real estate.[1]

Section 182

Text of Section 182:

Tax Exemptions

The power to tax corporations and their property shall never be surrendered or abridged by any contract or grant to which the state or any political subdivision thereof may be a party, except that the Legislature may grant exemption from taxation in the encouragement of manufactures and other new enterprises of public utility extending for a period of not exceeding ten (10) years on each such enterprise hereafter constructed, and may grant exemptions not exceeding ten (10) years on each addition thereto or expansion thereof, and may grant exemptions not exceeding ten (10) years on future additions to or expansions of existing manufactures and other enterprises of public utility. The time of each exemption shall commence from the date of completion of the new enterprise, and from the date of completion of each addition or expansion, for which an exemption is granted. When the Legislature grants such exemptions for a period of ten (10) years or less, it shall be done by general laws, which shall distinctly enumerate the classes of manufactures and other new enterprises of public utility, entitled to such exemptions, and shall prescribe the mode and manner in which the right to such exemptions shall be determined.[1]

Amendments

  • The 1961 amendment to Section 182 was proposed by Laws 1961, ch. 9, 1st Extraordinary Session, and upon ratification by the electorate on October 3, 1961, was inserted by proclamation of the Secretary of State on October 16, 1961.

Section 183

Text of Section 183:

Subscription to Capital Stock by Counties or Municipalities

No county, city, town, or other municipal corporation shall hereafter become a subscriber to the capital stock of any railroad or other corporation or association, or make appropriation, or loan its credit in aid of such corporation or association. All authority heretofore conferred for any of the purposes aforesaid by the legislature or by the charter of any corporation, is hereby repealed. Nothing in this section contained shall affect the right of any such corporation, municipality, or county to make such subscription where the same has been authorized under laws existing at the time of the adoption of this Constitution, and by a vote of the people thereof, had prior to its adoption, and where the terms of submission and subscription have been or shall be complied with, or to prevent the issue of renewal bonds, or the use of such other means as are or may be prescribed by law for the payment or liquidation of such subscription, or of any existing indebtedness.[1]

Section 184

Text of Section 184:

Railroads

All railroads which carry persons or property for hire shall be public highways, and all railroad companies so engaged shall be common carriers. Any company organized for that purpose under the laws of the state shall have the right to construct and operate a railroad between any points within this state, and to connect at the state line with roads of other states. Every railroad company shall have the right with its road to intersect, connect with, or cross any other railroad; and all railroad companies shall receive and transport each other's passengers, tonnage, and cars, loaded or empty, without unnecessary delay or discrimination.[1]

Section 185

Text of Section 185:

Rolling-Stock as Personal Property Subject to Execution and Sale

The rolling-stock belonging to any railroad company or corporation in this state shall be considered personal property, and shall be liable to execution and sale as such.[1]

Section 186

Text of Section 186:

Telephone, Telegraph and Railroad Charges

The legislature shall pass laws to prevent abuses, unjust discrimination, and extortion in all charges of express, telephone, sleeping-car, telegraph, and railroad companies, and shall enact laws for the supervision of railroads, express, telephone, telegraph, sleeping-car companies, and other common carriers in this state, by commission or otherwise, and shall provide adequate penalties, to the extent, if necessary for that purpose, of forfeiture of their franchises.[1]

Section 187

Text of Section 187:

Repealed.[1]

Amendments

  • Former Section 187 required that if a railroad passed within three miles of any county seat that it was required to pass through same and establish a depot therein unless prevented by natural obstacles and provided for the grant of rights of way and grounds for depot purposes.
  • The repeal of Section 187 was proposed by Laws 1977, ch. 585, Senate Concurrent Resolution No. 552, and upon ratification by the electorate on November 7, 1978, was deleted by proclamation of the Secretary of State on December 22, 1978.

Section 188

Text of Section 188:

Free or Discounted Tickets to Public Officers

No railroad or other transportation company shall grant free passes or tickets, or passes or tickets at a discount, to members of the legislature, or any state, district, county, or municipal officers, except railroad commissioners. The legislature shall enact suitable laws for the detection, prevention, and punishment of violations of this provision.[1]

Section 189

Text of Section 189:

Repealed.[1]

Amendments

  • Former Section 189 provided that all charters granted to private corporations in the state be recorded in the chancery clerk’s office of the county in which the principal office or place of business of the company is located.
  • The repeal of Section 189 was proposed by Laws 1987, ch. 692, Senate Concurrent Resolution No. 551, and upon ratification by the electorate on November 3, 1987, was deleted by proclamation of the Secretary of State on December 4, 1987.

Section 190

Text of Section 190:

Eminent Domain; Police Powers

The exercise of the right of eminent domain shall never be abridged, or so construed as to prevent the legislature from taking the property and franchises of incorporated companies, and subjecting them to public use; and the exercise of the police powers of the state shall never be abridged, or so construed as to permit corporations to conduct their business in such manner as to infringe upon the rights of individuals or general well-being of the state.[1]

Section 191

Text of Section 191:

Protection of Corporate Employees

The legislature shall provide for the protection of the employees of all corporations doing business in this state from interference with their social, civil, or political rights by said corporations, their agents or employees.[1]

Section 192

Text of Section 192:

Public Utilities May Be Exempted from Municipal Tax; Duration

Provision shall be made by general laws whereby cities and towns may be authorized to aid and encourage the establishment of manufactories, gasworks, waterworks, and other enterprises of public utility other than railroads, within the limits of said cities or towns, by exempting all property used for such purposes from municipal taxation for a period not longer than ten years.[1]

Section 193

Text of Section 193:

Remedy for Injury to Railroad Employee

Every employee of any railroad corporation shall have the same right and remedies for any injury suffered by him from the act or omission of said corporation or its employees, as are allowed by law to other persons not employees where the injury results from the negligence of a superior agent or officer, or of a person having the right to control or direct the services of the party injured, and also when the injury results from the negligence of a fellow-servant engaged in another department of labor from that of the party injured, or of a fellow-servant on another train of cars, or one engaged about a different piece of work. Knowledge by any employee injured, of the defective or unsafe character or condition of any machinery, ways, or appliances, shall be no defense to an action for injury caused thereby, except as to conductors or engineers in charge of dangerous or unsafe cars, or engines voluntarily operated by them. Where death ensues from any injury to employees, the legal or personal representatives of the person injured shall have the same right and remedies as are allowed by law to such representatives of other persons. Any contract or agreement, express or implied, made by any employee to waive the benefit of this section shall be null and void; and this section shall not be construed to deprive any employee of a corporation or his legal or personal representative, of any right or remedy that he now has by the law of the land. The legislature may extend the remedies herein provided for to any other class of employees.[1]

Section 194

Text of Section 194:

Repealed.[1]

Amendments

  • Former Section 194 provided for shareholder voting for managers and directors of incorporated companies, provided for issuance of preferred stock with no voting rights, and provided that no person engaged or interested in a competing business serve on the board of directors without consent of a majority in interest of the stockholders.
  • The repeal of Section 194 was proposed by Laws 1987, ch. 691, Senate Concurrent Resolution No. 550, and upon ratification by the electorate on November 3, 1987, was deleted by proclamation of the Secretary of State on December 4, 1987.

Section 195

Text of Section 195:

Common Carriers Designated

Express, telegraph, telephone, and sleeping-car companies are declared common carriers in their respective lines of business, and subject to liability as such.[1]

Section 196

Text of Section 196:

Repealed.[1]

Amendments

  • Former Section 196 provided that no transportation corporation could issue stocks or bonds except for money or labor done or agreed to be done or money or property actually received and the section declared fictitious increases of stock or indebtedness void.
  • The repeal of Section 196 was proposed by Laws 1987, ch. 689, Senate Concurrent Resolution 548, and upon ratification by the electorate on November 3, 1987, was deleted by proclamation of the Secretary of State on December 4, 1987.

Section 197

Text of Section 197:

Senatorial and Representative Districts Repealed.[1]

Amendments

  • Former Section 197 required that any foreign corporation or association wishing to be granted a license to build, operate or lease any railroad in the state, where such railroad would be partially in Mississippi and partially in another state or states, must first become incorporated under the laws of Mississippi. The former section also pertained to a domestic railroad company consolidating with a foreign company.
  • The repeal of Section 197 was proposed by Laws 1989, ch. 588, House Concurrent Resolution No. 6, and upon ratification by the electorate on June 20, 1989, was deleted by proclamation of the Secretary of State on August 1, 1989.

Section 198

Text of Section 198:

Trusts, Combinations, Contracts and Agreements Inimical to Public Welfare

The legislature shall enact laws to prevent all trusts, combinations, contracts, and agreements inimical to the public welfare.[1]

Section 198-A

Text of Section 198-A:

Trusts, Combinations, Contracts and Agreements Inimical to Public Welfare

It is hereby declared to be the public policy of Mississippi that the right of a person or persons to work shall not be denied or abridged on account of membership or nonmembership in any labor union or labor organization. Any agreement or combination between any employer and any labor union or labor organization whereby any person not a member of such union or organization shall be denied the right to work for an employer, or whereby such membership is made a condition of employment or continuation of employment by such employer, or whereby any such union or organization acquires an employment monopoly in any enterprise, is hereby declared to be an illegal combination or conspiracy and against public policy. No person shall be required by an employer to become or remain a member of any labor union or labor organization as a condition of employment or continuation of employment by such employer. No person shall be required by an employer to abstain or refrain from membership in any labor union or labor organization as a condition of employment or continuation of employment. No employer shall require any person, as a condition of employment or continuation of employment, to pay any dues, fees or other charges of any kind to any labor union or labor organization. Any person who may be denied employment or be deprived of continuation of his employment in violation of any paragraph of this section shall be entitled to recover from such employer and from any other person, firm, corporation or association acting in concert with him by appropriate action in the courts of this state such actual damages as he may have sustained by reason of such denial or deprivation of employment.

The provisions of this section shall not apply to any lawful contract in force on the effective date of this section, but they shall apply to all contracts thereafter entered into and to any renewal or extension of an existing contract thereafter occurring. The provisions of this section shall not apply to any employer or employee under the jurisdiction of the Federal Railway Labor Act.[1]

Amendments

  • The 1960 insertion of this section was proposed by Laws 1960, ch. 512, so as to guarantee that the right of persons to work shall not be denied or abridged on account of membership or nonmembership in a labor union or labor organization, and declaring the public policy of this state in this regard. This proposed amendment was ratified by the electorate at a special election held June 7, 1960, and was inserted by proclamation of the Secretary of State on June 22, 1960.

Section 199

Text of Section 199:

“Corporation” Defined

The term "corporation" used in this article shall include all associations and all joint-stock companies for pecuniary gain having privileges not possessed by individuals or partnerships.[1]

Section 200

Text of Section 200:

Enforcement of Provisions

The legislature shall enforce the provisions of this article by appropriate legislation.[1]

See also

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