Formation of Magnolia Venture Capital Corporation; officers and directors; bylaws and articles of incorporation; general powers and duties; replacement of directors; dissolution of Magnolia Venture Capital Corporation and fund.

Miss. Code Ann. § 57-77-11
in effect
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The Magnolia Venture Capital Corporation shall be formed and operated pursuant to the laws of this state. The articles of incorporation, bylaws and any other agreement relating to the organization or operation of the Magnolia Venture Capital Corporation must comply with the provisions set forth in this section. The Magnolia Venture Capital Corporation will be a for profit corporation. The executive director of the department shall cause the Magnolia Venture Capital Corporation to be formed, and he shall designate the incorporators. The initial board of directors shall consist of five (5) members, all of whom will be appointed by the executive director of the department. Except as otherwise provided in this subsection (2), members of the initial board of directors shall serve staggered terms as follows: three (3) for terms of five (5) years each and two (2) for terms of three (3) years each. The terms of the members of the board of directors in place (including any initial directors and successors), shall expire on April 17, 1998, and such persons shall cease to serve on the board of directors and shall relinquish all powers and control of the corporation and assets of the corporation. From and after April 17, 1998, the board of directors shall be composed of five (5) members, three (3) of whom shall be appointed by the Governor and two (2) of whom shall be appointed by the Lieutenant Governor. Members of the initial board, appointed from and after April 17, 1998, shall serve staggered terms as follows: one (1) member appointed by the Governor for a term of one (1) year, one (1) member appointed by the Governor for a term of two (2) years, one (1) member appointed by the Governor for a term of three (3) years, one (1) member appointed by the Lieutenant Governor for a term of four (4) years, and one (1) member appointed by the Lieutenant Governor for a term of five (5) years. If the position of an initial director, appointed from and after April 17, 1998, becomes vacant through death, resignation or otherwise, the appropriate appointing authority shall appoint another person to complete the unexpired term. If the position of a successor director becomes vacant through death, resignation or otherwise, the appropriate appointing authority shall appoint another person to complete the unexpired term. After the terms of the initial directors, appointed from and after April 17, 1998, expire, successors shall be chosen by the appropriate appointing authority and shall serve for terms of five (5) years. The appropriate appointing authority may remove a member of the board of directors if, in the opinion of the appointing authority, the board member is not performing his or her duties in a manner consistent with the provisions of this chapter. Members of the initial board, appointed from and after April 17, 1998, and successor directors are eligible to succeed themselves if reappointed by the appropriate appointing authority. The Speaker of the House of Representatives shall appoint two (2) nonvoting advisory members to the board. Such nonvoting advisory members shall serve for terms concurrent with the term of the Speaker of the House of Representatives. If the position of an advisory member becomes vacant through death, resignation or otherwise, the Speaker shall appoint another person to complete the unexpired term. Members of the board shall receive a per diem as provided in Section 25-3-69, for each day or fraction thereof in performance of their duties, and shall be reimbursed for their actual and necessary expenses incurred in the performance of their duties as provided in Section 25-3-41. Members of the board shall receive no compensation other than that provided in this subsection (2). If a director is a full-time state employee, he may not receive per diem. The articles of incorporation shall provide that the name of the entity is the “Magnolia Venture Capital Corporation,” and the registered agent shall be designated by the executive director of the department. The Magnolia Venture Capital Corporation’s existence begins upon filing of the articles of incorporation. The Magnolia Venture Capital Corporation’s existence is perpetual, unless dissolved as provided herein. The Magnolia Venture Capital Corporation is authorized to issue shares of a number, class and par or no-par value as provided in its articles of incorporation. The general nature of the business of the Magnolia Venture Capital Corporation is to serve as general partner of the Magnolia Venture Capital Fund Limited Partnership, to provide venture capital to Mississippi businesses, to provide financing to high-growth oriented businesses, and to undertake any acts appropriate or necessary to carry out the foregoing. Consistent with the provisions of this chapter, the bylaws, the organizational minutes, the election of officers, the issuance of any stock of the Magnolia Venture Capital Corporation, and any other actions appropriate or necessary for the organization and operation of the Magnolia Venture Capital Corporation shall be of that form and content as determined by the board of directors. Nothing contained in this chapter may prohibit the shareholders or board of directors of the corporation from altering, amending or otherwise modifying the articles of incorporation, bylaws or any other agreement governing the Magnolia Venture Capital Corporation as otherwise permitted under the laws of this state, except that the method of electing directors shall not be amended, altered or otherwise modified; except that the general nature of the business of the Magnolia Venture Capital Corporation may not be amended, altered or otherwise modified or restricted; and except that the Magnolia Venture Capital Corporation may be dissolved, merged or otherwise cease to exist pursuant to the appropriate vote of the board of directors and shareholders. The executive director of the department may expend any discretionary funds he has available and considers appropriate for the purpose of organizing the Magnolia Venture Capital Corporation and promoting the sale of the qualified investments. The Magnolia Venture Capital Corporation shall cause the fund to be formed as a limited partnership. The partnership agreement relating to the organization and operation of the fund must be of that form and content as determined by the board of directors of the Magnolia Venture Capital Corporation. The Magnolia Venture Capital Corporation shall be the sole general partner of the fund, and the initial limited partner shall be a person or entity designated by the Magnolia Venture Capital Corporation’s board of directors. Additional limited partners may be admitted to the fund in accordance with the terms of the partnership agreement. Except as otherwise provided in subsection (8), the fund shall raise funds to provide financing to high-growth oriented businesses. A “high-growth oriented business” is a corporation, general partnership, limited partnership, joint venture, trust, proprietorship, or other similar entity or organization which is expected to experience significant sales growth over the subsequent five-year period. All investments made from investment monies raised by the fund, for which the tax credit provided by this chapter is allowed and for which the tax credit is made available by the fund in the prospectus or offering, must be made to provide venture capital to Mississippi businesses, this venture capital to be used primarily for the purpose of enhancing the production capacity of these businesses or their ability to do business in Mississippi. Seventy percent (70%) of these investment monies acquired by the fund for which the tax credit is allowed and available must be invested to provide venture capital financing of start-up businesses. The remaining thirty percent (30%) may be invested as the general partner of the fund determines to provide capital to Mississippi businesses. No business may be transacted or indebtedness incurred (not including indebtedness authorized to be incurred in Sections 57-77-15 and 57-77-17) except that as is incidental to the organization of the Magnolia Venture Capital Corporation or of the fund or to obtaining subscriptions to or payment for qualified interests, until consideration of Four Million Five Hundred Thousand Dollars ($4,500,000.00) has been paid as a capital investment by a private investor or private investors to Magnolia Venture Capital Corporation or to the fund. It is the intent of the Legislature that the Magnolia Venture Capital Corporation and/or the fund shall always maintain a capital investment from a private investor or private investors of at least Four Million Five Hundred Thousand Dollars ($4,500,000.00). If the Magnolia Venture Capital Corporation and/or the fund fail to obtain a capital investment from a private investor or private investors of at least Four Million Five Hundred Thousand Dollars ($4,500,000.00), or if after having obtained such investment, the total of the private capital investments ever falls below Four Million Five Hundred Thousand Dollars ($4,500,000.00), Magnolia Venture Capital Corporation and the fund shall suspend making investments and incurring indebtedness, and, if so directed by Magnolia Capital Corporation, the board of directors of Magnolia Venture Capital Corporation shall dissolve Magnolia Venture Capital Corporation and the fund in the manner provided by law and direct that all sums, causes of action and other assets held by the Magnolia Venture Capital Corporation and the fund be paid and/or assigned to the State Treasurer who shall administer such sums and other assets as provided by law. If directed by Magnolia Capital Corporation pursuant to Section 57-77-9(5), the board of directors of Magnolia Venture Capital Corporation shall dissolve Magnolia Venture Capital Corporation and the fund in the manner provided by law and direct that all sums, causes of action and other assets held by the Magnolia Venture Capital Corporation and the fund be paid and/or assigned to the State Treasurer who shall administer such sums and other assets as provided by law. All securities issued by either the Mississippi Venture Capital Corporation or the fund shall be exempt securities with regard to the Mississippi Uniform Securities Act.

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