reglab/housing_qa huggingface dataset:
MI Comp L § 450.2515a (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2515a - Vacancy.

450.2515a Vacancy.Sec. 515a.  (1) Unless otherwise limited in the articles of incorporation or bylaws, if a vacancy, including a vacancy resulting from an increase in the number of directors, occurs on a board, the corporation may fill the vacancy in any of the following manners:  (a) The shareholders of a corporation that is organized on a stock basis or the members of a corporation that is organized on a membership basis may fill the vacancy.  (b) The board may fill the vacancy.  (c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.  (2) Unless otherwise provided in the articles of incorporation or bylaws, if the holders of any class or classes of stock or the members of any class or classes are entitled to elect 1 or more directors to the exclusion of other shareholders or members, vacancies of that class or classes may be filled only by 1 of the following:  (a) By a majority of the directors elected by the holders of that class or classes of stock or the members of that class or classes then in office, whether or not those directors constitute a quorum of the board.  (b) By the holders of shares of that class or classes of shares or the members of that class or classes.  (3) Unless otherwise limited in the articles of incorporation or bylaws, if a corporation's directors are divided into classes, any director chosen to fill a vacancy shall hold office until the next election of the class for which the director was chosen, and until his or her successor is elected and qualified.  (4) If because of death, resignation, or other cause, a corporation has no directors in office, an officer, a shareholder, a member of a corporation that is organized on a membership basis, a personal representative, administrator, trustee, or guardian of a shareholder or member, or other fiduciary entrusted with the same responsibility for the person or estate of a shareholder or member, may call a special meeting of shareholders or members in accordance with the articles or the bylaws.  (5) A corporation may fill a vacancy that will occur at a specific date, by reason of a resignation that is effective at a later date under section 505 or otherwise, before the vacancy occurs, but a director who is elected or appointed under this subsection may not take office until the vacancy occurs. History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2521 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2521 - Regular or Special Meetings of Board; Location; Notice; Attendance or Participation as Waiver of Notice; Participation by Means of Conference Telephone or Other Remote Communication.

450.2521 Regular or special meetings of board; location; notice; attendance or participation as waiver of notice; participation by means of conference telephone or other remote communication.Sec. 521.  (1) A board may hold regular or special meetings of the board either in or outside of this state.  (2) A board may hold a regular meeting with or without notice as prescribed in the bylaws. A board may hold a special meeting after giving notice as prescribed in the bylaws. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless he or she at the beginning of the meeting, or when he or she arrives, objects to the meeting or the transacting of business at the meeting and after objecting does not vote for or assent to any action taken at the meeting. Unless required under the bylaws, notice or a waiver of notice of a meeting does not have to specify the business to be transacted or the purpose of, the regular or special meeting.   (3) Unless otherwise restricted in the articles of incorporation or bylaws, a member of the board or of a committee designated by the board may participate in a meeting by means of conference telephone or other means of remote communication if all individuals who are participating in the meeting can communicate with the other participants. Participation in a meeting under this subsection constitutes attendance in person at the meeting. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2523 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2523 - Quorum; Vote Constituting Action of Board or Committee; Amendment of Bylaws.

450.2523 Quorum; vote constituting action of board or committee; amendment of bylaws.Sec. 523.  (1) A majority of the members of a board who are then in office, or of the members of a committee of the board, constitutes a quorum for the transaction of business, unless the articles of incorporation or bylaws, or in the case of a committee, the board resolution that establishes the committee, provide for a larger or smaller number. However, a quorum of the board may not be less than 1/3 of the members of the board who are then in office and a quorum of an executive committee acting on behalf of the board under section 527 may not be less than 1/3 of members of the executive committee. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board or of the committee, unless the vote of a larger number is required under this act, the articles of incorporation, or the bylaws, or in the case of a committee, the board resolution that establishes the committee.  (2) Amendment of the bylaws by a board requires the vote of not less than a majority of the members of the board then in office, unless the articles of incorporation or bylaws provide for a larger number. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2525 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2525 - Taking Action Without Meeting; Consent.

450.2525 Taking action without meeting; consent.Sec. 525.  Unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the board or a committee of the board may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008
MI Comp L § 450.2528 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2528 - Executive Committee Designated Under MCL 450.2527(1) or (3); Powers and Authority; Subcommittees.

450.2528 Executive committee designated under MCL 450.2527(1) or (3); powers and authority; subcommittees.Sec. 528.  (1) An executive committee that is designated under section 527(1) or (3), to the extent provided in the resolution of the board, in the articles of incorporation, or in the bylaws, may exercise any or all powers and authority of the board in management of the business and affairs of the corporation. An executive committee does not have power or authority to do any of the following:  (a) Amend the articles of incorporation.  (b) Adopt an agreement of merger or conversion.  (c) Recommend to shareholders or members the sale, lease, or exchange of all or substantially all of the corporation's property and assets.  (d) Recommend to shareholders or members a dissolution of the corporation or a revocation of a dissolution.  (e) Amend the bylaws of the corporation.  (f) Fill vacancies in the board.  (g) Fix compensation of the directors for serving on the board or on a committee.  (h) Cancel shares or terminate memberships.  (2) Unless the resolution, articles of incorporation, or bylaws expressly provide the power or authority, an executive committee does not have power or authority to declare a distribution authorized under section 301 or to authorize the issuance of shares or memberships.  (3) Unless otherwise provided in the resolution, articles of incorporation, or bylaws, an executive committee may create 1 or more subcommittees. Each subcommittee shall consist of 1 or more members of the committee. An executive committee or the board may delegate to a subcommittee any or all of the powers and authority of the committee. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2529 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2529 - Submitting Matter to Vote.

450.2529 Submitting matter to vote.Sec. 529.  A corporation may agree to submit a matter to a vote of its shareholders or members even if, after approving the matter, the board of directors later determines that it no longer recommends the matter or recommends against approval of the matter by the shareholders or members. History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2531 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2531 - Officers of Corporation; Membership; Election or Appointment; Individual Holding 2 or More Offices; Term of Office; Authority and Duties.

450.2531 Officers of corporation; membership; election or appointment; individual holding 2 or more offices; term of office; authority and duties.Sec. 531.  (1) The officers of a corporation shall consist of a president, secretary, treasurer, and, if desired, a chairperson of the board, 1 or more vice presidents, and any other officers as prescribed in the bylaws or determined by the board. Unless otherwise provided in the articles of incorporation or bylaws, the board shall elect or appoint the officers.  (2) One individual may hold 2 or more offices, but an officer shall not execute, acknowledge, or verify an instrument in more than 1 capacity if the instrument is required by law or the articles of incorporation or bylaws to be executed, acknowledged, or verified by 2 or more officers.  (3) An officer shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal.   (4) An officer, as between himself or herself, other officers, and the corporation, has the authority and shall perform the duties in the management of the corporation provided in the bylaws, or determined in accordance with a resolution or resolutions of the board that is not inconsistent with the bylaws. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2535 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2535 - Removal of Officer; Suspension of Authority to Act; Contract Rights; Resignation of Officer; Notice.

450.2535 Removal of officer; suspension of authority to act; contract rights; resignation of officer; notice. Sec. 535.  (1) An officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the shareholders or members may be removed, with or without cause, only by vote of the shareholders or members. The authority of the officer to act as an officer may be suspended by the board for cause.  (2) The removal of an officer shall be without prejudice to the contract rights of the officer, if any. The election or appointment of an officer does not of itself create contract rights.  (3) An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation. History: 1982, Act 162, Eff. Jan. 1, 1983
MI Comp L § 450.2545 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2545 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2545 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler's Notes: The repealed section pertained to transaction between corporation and directors or officers, or between corporation and corporation or business corporation, firm, or association in which directors or officers have interest.
MI Comp L § 450.2546 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2546 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2546 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler's Notes: The repealed section pertained to establishing validity of contract described in MCL 450.2545.
MI Comp L § 450.2548 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2548 - Loan, Guaranty, or Assistance by Corporation for Officer or Employee.

450.2548 Loan, guaranty, or assistance by corporation for officer or employee.Sec. 548.  (1) Unless otherwise prohibited by law or prohibited in the articles of incorporation or bylaws, a corporation may lend money to, guarantee an obligation of, or otherwise assist an officer or employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or subsidiary, if in the judgment of the board, the loan, guaranty, or assistance is reasonably expected to benefit the corporation, or the loan, guaranty, or assistance is provided under a plan authorizing loans, guaranties, or assistance that the board has reasonably determined will benefit the corporation.   (2) A loan, guaranty, or assistance described in subsection (1) may be with or without interest, and may be unsecured, or secured in a manner that the board approves, including a pledge of shares of stock of a corporation that is organized on a stock basis or pledge of a membership in a corporation that is organized on a membership basis.   (3) This section does not deny, limit, or restrict the powers of guaranty or warranty of a corporation at common law or under any statute. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 222, Imd. Eff. July 16, 2008 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2551 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2551 - Liability of Directors for Certain Corporate Actions; Liability of Shareholder or Member Accepting or Receiving Distribution Contrary to Act.

450.2551 Liability of directors for certain corporate actions; liability of shareholder or member accepting or receiving distribution contrary to act.Sec. 551.  (1) Directors who vote for or concur in any of the following corporate actions are jointly and severally liable to the corporation for its benefit or for the benefit of its creditors, shareholders, or members, for any legally recoverable injury suffered by the corporation or those creditors, shareholders, or members as a result of the action in an amount that does not exceed the difference between the amount paid or distributed and the amount that lawfully could have been paid or distributed:  (a) Declaring a share dividend or distribution to shareholders or members that is contrary to this act or contrary to any restriction in the articles of incorporation or bylaws.  (b) Making a distribution to shareholders or members during or after dissolution of the corporation without paying or providing for debts, obligations, and liabilities of the corporation as required under section 855.  (c) Making a loan to a director, officer, or employee of the corporation or a subsidiary of the corporation that is contrary to this act.  (2) A director is not liable under this section if he or she complies with section 541.  (3) A shareholder or member that accepts or receives a share dividend or distribution with knowledge of facts that indicate that it is contrary to this act, or any restriction in the articles of incorporation or bylaws, is liable to the corporation in the amount accepted or received in excess of the shareholder's or member's share of the amount that the corporation could lawfully distribute. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2552 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2552 - Rights of Director Against Whom Claim Successfully Asserted Under MCL 450.2551.

450.2552 Rights of director against whom claim successfully asserted under MCL 450.2551.Sec. 552.  (1) A director against whom a claim is successfully asserted under section 551 is entitled to contribution from the other directors who voted for, or concurred in, the action on which the claim is asserted.  (2) A director against whom a claim is successfully asserted under section 551 is entitled, to the extent of the amounts paid by him or her to the corporation as a result of the claims, to all of the following:  (a) If the director pays the corporation any amount of an improper share dividend or distribution, to be subrogated to the rights of the corporation against shareholders or members that received the share dividend or distribution in proportion to the amounts received by them.   (b) If the director pays the corporation any amount of the purchase price of an improper purchase of shares or memberships, to have the corporation rescind the purchase and recover for his or her benefit, but at his or her expense, the amount of the purchase price from any seller that sold the shares or memberships with knowledge of facts indicating that the purchase of shares or memberships by the corporation was not authorized by this act, or to have the corporation assign to the director any claim against the seller and, if consistent with its articles of incorporation and bylaws, the shares or memberships.  (c) If the director pays the corporation the claim of a creditor because of a violation of section 551(1)(b), to be subrogated to the rights of the corporation against shareholders or members that received an improper distribution of assets.  (d) If the director pays the corporation the amount of a loan made improperly to a director, officer, or employee, to be subrogated to the rights of the corporation against the director, officer, or employee who received the improper loan. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2553 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2553 - Presence or Absence of Director at Meeting at Which Action Under MCL 450.2551 Taken; Presumption; Dissent.

450.2553 Presence or absence of director at meeting at which action under MCL 450.2551 taken; presumption; dissent.Sec. 553.  (1) If a director is present at a meeting of the board, or an executive committee of which he or she is a member, and action on a corporate matter described in section 551 is taken at that meeting, the director is presumed to concur in that action unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to the action with the individual who is acting as secretary of the meeting before or promptly after the adjournment of the meeting. The right to dissent does not apply to a director who voted in favor of the action.   (2) If a director who is absent from a meeting of the board, or an executive committee of which he or she is a member, and action on a corporate matter described in section 551 is taken at that meeting, the director is presumed to concur in the action unless he or she files his or her dissent with the secretary of the corporation within a reasonable time after he or she has knowledge of the action. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2554 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2554 - Commencement of Action Under MCL 450.2551 or 450.2552.

450.2554 Commencement of action under MCL 450.2551 or 450.2552. Sec. 554.  An action against a director, shareholder, or member for recovery upon a liability imposed by section 551 shall be commenced within 3 years after the cause of action accrues. An action under section 552 shall be commenced within 3 years after payment by the director to the corporation. History: 1982, Act 162, Eff. Jan. 1, 1983
MI Comp L § 450.2556 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-5 - Chapter 5 (450.2501...450.2571)|Section 450.2556 - Volunteer's Acts or Omissions; Claim for Monetary Damages.

450.2556 Volunteer's acts or omissions; claim for monetary damages. Sec. 556.  If the corporation's articles of incorporation contain a provision authorized under section 209(e), then a claim for monetary damages for a volunteer director, volunteer officer, or other volunteer's acts or omissions shall not be brought or maintained against a volunteer director, volunteer officer, or other volunteer. The claim shall be brought and maintained against the corporation. History: Add. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 1996, Act 457, Imd. Eff. Dec. 23, 1996 Compiler's Notes: In the first sentence of this section, “section 209(e)” evidently should read “section 209(1)(e).”