Does a Mississippi statute's title affect what the statute means if the body of the statute is unambiguous?

Subject

Effect of 2023 Senate Bill 2077's Title on Statutory Text

Recipient

The Honorable Michael Watson, Secretary of State, Mississippi

Plain-English summary

Mississippi's Secretary of State asked the AG about 2023 Senate Bill 2077, which amended Section 79-11-507, the charity-registration financial reporting statute. The bill's title said the legislature was acting "to raise the audit threshold for charity organizations from $500,000.00 to $750,000.00, and use cash basis measurement only." But the bill's actual statutory text never used the phrase "cash basis measurement." The Secretary of State asked four questions, the central one being whether that phrase in the title affects the statute's operation.

The AG's answer is short and structural. Mississippi follows the standard rule of statutory construction: when the body of the statute is clear and unambiguous, the title cannot add to it, limit it, or create ambiguity. The Mississippi Supreme Court adopted the rule in Giles v. Friendly Fin. Co. (1966) and quoted the U.S. Supreme Court's similar holding in Brotherhood of Railroad Trainmen v. Baltimore & Ohio R.R. (1947). Because the Secretary of State did not point to any portion of the statute that is genuinely ambiguous, the title's reference to "cash basis measurement" has no effect. The AG treated the fourth question, about the effect of the amendments on the Section 79-11-507(4) audit requirements, as too broad to address by official opinion, and referred the Secretary of State to the Office of the State Auditor.

What this means for you

Mississippi Secretary of State and charity-registration staff

The opinion resolves one thing: the "cash basis measurement only" language in SB 2077's title does not operate as law, because it does not appear in the statutory text and no ambiguity in the text was identified. The AG did not decide how the amendments affect the substance of the Section 79-11-507(4) audit requirements; it called that question too broad and referred it to the Office of the State Auditor.

Charitable organizations and nonprofit boards

The opinion is about statutory interpretation, not about restating each charity's audit obligations. It notes the bill's title described raising the audit threshold from $500,000 to $750,000, and holds that the title's separate "cash basis" phrase has no legal force because it is absent from the text. For how the amended statute actually applies to a particular organization's audit, the AG pointed to the State Auditor rather than answering.

CPA firms preparing nonprofit audits

The AG did not opine on how audits must be prepared after SB 2077; it declined the question about the effect on Section 79-11-507(4) as too broad and referred it to the State Auditor. What the opinion does establish is narrow: a phrase appearing only in a bill's title, and not in the enacted text, does not change the statute's requirements.

Statutory drafters and legislators

The opinion is a clean application of the rule that title language does not create law. A phrase that appears in a bill's title but not in its body does not bind, where the body is unambiguous. If the legislature intends a substantive requirement, the body of the statute has to contain it.

Common questions

What is "cash basis measurement"?
Cash basis is an accounting method that records income when received and expenses when paid, rather than when earned or incurred (accrual basis). The phrase appeared in SB 2077's title but not in its text.

Does SB 2077 require charities to switch to cash basis?
The bill's title used the phrase, but the body did not, and the AG would not read the title into the body. The opinion holds the title phrase has no effect; it did not separately decide how the audit requirements operate after the amendment.

What if I think the statute is genuinely ambiguous somewhere?
The AG noted the Secretary of State had not identified any specific ambiguous language. The opinion leaves open that, if a real ambiguity exists in the statute's text, a court or the AG could look at the title to discern legislative intent.

Why did the AG decline to address the fourth question?
The fourth question asked broadly about the effect of the amendments on the Section 79-11-507(4) audit requirements. The AG treated that as too broad to address by official opinion and referred the Secretary of State to the Office of the State Auditor.

Is this opinion binding on the courts?
No. AG opinions are persuasive but not binding. The rule of construction the AG applied (title cannot override unambiguous text) is well-settled Mississippi Supreme Court doctrine.

Background and statutory framework

Mississippi's charitable-solicitations registration law, Miss. Code Ann. §§ 79-11-501 et seq., requires charitable organizations soliciting in Mississippi to register with the Secretary of State and to file financial reports. Section 79-11-507 sets out the financial reporting requirements, including audit obligations, and subsection (4) addresses audited financial statements "prepared in accordance with generally accepted accounting principles."

SB 2077's title read, "AN ACT TO AMEND SECTION 79-11-507, MISSISSIPPI CODE OF 1972, TO RAISE THE AUDIT THRESHOLD FOR CHARITY ORGANIZATIONS FROM $500,000.00 TO $750,000.00, AND USE CASH BASIS MEASUREMENT ONLY; AND FOR RELATED PURPOSES." The italicized phrase did not appear in the body of the bill or in the resulting statutory text.

The Mississippi Supreme Court has long held that the title of a statute is interpretive scaffolding, not operative law. Giles v. Friendly Fin. Co. of Biloxi, 185 So. 2d 659, 662 (Miss. 1966). The U.S. Supreme Court in Brotherhood of Railroad Trainmen, 331 U.S. 519, 528-29 (1947), framed the same principle: titles "are of use only when they shed light on some ambiguous word or phrase." The Mississippi Court of Appeals reaffirmed this rule in Heath, 185 So. 3d 1052, 1058 (Miss. Ct. App. 2015).

Citations

• Miss. Code Ann. § 79-11-501 (charitable organization contribution reporting)
• Miss. Code Ann. § 79-11-507 (financial reporting and audit requirements)
• Miss. Code Ann. § 79-11-507(4) (GAAP-prepared audited financial statement requirement)
• 2023 Mississippi Senate Bill 2077 (raising audit threshold from $500,000 to $750,000)
• Giles v. Friendly Fin. Co. of Biloxi, 185 So. 2d 659, 662 (Miss. 1966) (title cannot override unambiguous text)
• Bhd. of R.R. Trainmen v. Baltimore & Ohio R.R., 331 U.S. 519, 528-29 (1947) (titles cannot undo or limit text plain meaning)
• Miss. Dep't of Revenue v. Heath, 185 So. 3d 1052, 1058 (Miss. Ct. App. 2015) (Mississippi Court of Appeals applying Giles)

Source

• Landing page: https://attorneygenerallynnfitch.com/divisions/opinions-and-policy/recent-opinions/
• Original PDF: https://attorneygenerallynnfitch.com/wp-content/uploads/2023/06/M.Watson-June-30-2023-2023-Senate-Bill-No.-2077.pdf

Original opinion text

June 30, 2023
The Honorable Michael Watson
Secretary of State, Mississippi
401 Mississippi Street
Jackson, Mississippi 39201
Re:

2023 Senate Bill No. 2077

Dear Secretary Watson:
The Office of the Attorney General has received your request for an official opinion.
Questions Presented

1. What effect, if any, does the title of 2023 Mississippi Senate Bill No. 2077 ("S.B. 2077")
   have on the statutory language of S.B. 2077?
2. Does "cash basis measurement only" refer to contributions reported as defined in
   Mississippi Code Annotated Section 79-11-501?
3. Does "cash basis measurement only" refer to how the audit must be prepared?
4. What effect do the amendments contained in S.B. 2077 have on audits; specifically, the
   requirements outlined in Section 79-11-507(4), which require audited financial statements
   to be prepared in accordance with generally accepted accounting principles.
   Brief Response
5. You have not identified any portion of S.B. 2077 or Section 79-11-507 that you contend is
   ambiguous. Where there is no ambiguity in a statute's text, the title has no effect.
6. Please see the response to your first question.

7. Please see the response to your first question.

8. Please see the response to your first question. Beyond this, your fourth question is too broad
   to address by official opinion. For additional guidance on the requirements outlined in
   Section 79-11-507(4), we refer you to the Office of the State Auditor.
   Applicable Law and Discussion
   You ask what effect the title of S.B. 2077 has on the statutory language of S.B. 2077. The title of
   S.B. 2077 reads, "AN ACT TO AMEND SECTION 79-11-507, MISSISSIPPI CODE OF 1972, TO
   RAISE THE AUDIT THRESHOLD FOR CHARITY ORGANIZATIONS FROM $500,000.00 TO
   $750,000.00, AND USE CASH BASIS MEASUREMENT ONLY; AND FOR RELATED
   PURPOSES." (emphasis added). However, neither the language of S.B. 2077 amending
   Mississippi Code Annotated Section 79-11-507 nor the statute itself includes the term "cash basis
   measurement." Further, no statutory definition associated with S.B. 2077 or Section 79-11-507
   includes the term "cash basis measurement."
   In considering statutory titles, the Mississippi Supreme Court has averred that when a statute is
   ambiguous, the title may be considered to discern the legislature's intent. Giles v. Friendly Fin.
   Co. of Biloxi, 185 So. 2d 659, 662 (Miss. 1966). But when a statute is not ambiguous, the title
   should not be considered. Id. Moreover, "[t]he title cannot add to or extend the operation of the
   act" nor may it "be used to create an ambiguity in the act." Id. (citations omitted). In expanding
   upon this rule, the Mississippi appellate courts have quoted the United States Supreme Court:
   But headings and titles are not meant to take the place of the detailed provisions of
   the text. Nor are they necessarily designed to be a reference guide or a synopsis. . . .
   As a result, matters in the text which deviate from those falling within the general
   pattern are frequently unreflected in the headings and titles. Factors of this type
   have led to the wise rule that the title of a statute and the heading of a section cannot
   limit the plain meaning of the text. . . . For interpretative purposes, they are of use
   only when they shed light on some ambiguous word or phrase. They are but tools
   available for the resolution of a doubt. But they cannot undo or limit that which the
   text makes plain.
   Giles, 185 So. 2d at 662 (quoting Bhd. of R.R. Trainmen v. Baltimore & Ohio R.R., 331 U.S. 519,
   528-29 (1947)); see also Miss. Dep't of Revenue v. Heath, 185 So. 3d 1052, 1058 (Miss. Ct. App.
   2015) (quoting Giles, 185 So. 2d at 662).
   Applying this instruction to your questions, you have not identified any portion of S.B. 2077 or
   Section 79-11-507 that you contend is ambiguous, and where there is no ambiguity in a statute's
   text, the title has no effect. Beyond this, your fourth question is too broad to address by official
   opinion. For additional guidance on the requirements outlined in Section 79-11-507(4), we refer
   you to the Office of the State Auditor.

If this office may be of any further assistance to you, please do not hesitate to contact us.
Sincerely,
LYNN FITCH, ATTORNEY GENERAL
By:

/s/ Maggie Kate Bobo
Maggie Kate Bobo
Special Assistant Attorney General