As Amended
SEC. 57-77-9. Formation of Magnolia Capital Corporation; officers and directors; bylaws and articles of incorporation; general powers and duties.
(1) The Magnolia 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 corporation must comply with the provisions set forth in this section. The corporation will be a not-for-profit corporation.
(2) The executive director of the department shall cause the corporation to be formed, and he shall designate the incorporators. The initial board of directors shall consist of thirteen (13) members, all of whom will be appointed by the executive director of the department. Members of the initial board of directors shall serve staggered terms as follows: four (4) for terms of five (5) years each, three (3) for terms of four (4) years each, three (3) for terms of three (3) years each and three (3) for terms of two (2) years each, in accordance with the bylaws. After the terms of initial directors expire, successors may be chosen in the manner provided by the bylaws of the corporation. Members of the initial board are eligible to succeed themselves. If a director is a full-time state employee, he may not receive per diem.
(3) The articles of incorporation shall provide that the name of the corporation is the "Magnolia Capital Corporation," and the registered agent shall be designated by the executive director of the department. The corporation's existence begins upon filing of the articles of incorporation. The corporation's existence is perpetual, unless dissolved as provided herein. The general nature of the business of the corporation is to serve as the sole stockholder of the Magnolia Venture Capital Corporation. The bylaws, the organizational minutes, the election of officers, and any other actions appropriate or necessary for the organization and operation of the corporation shall be of that form and content as determined by the board of directors. Nothing contained in this chapter may prohibit the board of directors of the corporation from altering, amending or otherwise modifying the articles of incorporation, bylaws or any other agreement governing the corporation as otherwise permitted under the laws of this state, except that the general nature of the business of the corporation may not be amended, altered or otherwise modified or restricted and except that the corporation may be dissolved, merged or otherwise cease to exist pursuant to the appropriate vote of the board of directors. The executive director of the department may expend any discretionary funds he has available and considers appropriate for the purpose of organizing the corporation.
SOURCES: Laws, 1994, ch. 650, Sec. 6, eff from and after passage (approved April 8, 1994)