reglab/housing_qa huggingface dataset:
MI Comp L § 450.1463 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1463 - Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997.

450.1463 Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997. Compiler's Notes: The repealed section pertained to management provision in articles of incorporation.
MI Comp L § 450.1466 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1466 - Voting Trust Agreement; Certificates.

450.1466 Voting trust agreement; certificates. Sec. 466.  A shareholder may confer upon a trustee the right to vote or otherwise represent his shares for not to exceed 10 years, by entering into a written voting trust agreement setting forth the terms and conditions of the voting trust, by filing an executed counterpart of the agreement at the registered office of the corporation, and by transferring his shares to the trustee for purposes of the agreement. After filing of the agreement, certificates for shares so transferred shall be surrendered and canceled and new certificates therefor issued to the trustee stating that they are issued under the agreement. In the entry of such ownership in the records of the corporation that fact shall also be noted, and the trustee may vote the transferred shares during the term of the agreement. The filed copy of the voting trust agreement is subject to inspection at any reasonable time by a shareholder or a holder of a beneficial interest in the voting trust, in person or by agent or attorney. Voting trust certificates shall be issued to evidence beneficial interests in the voting trust. History: 1972, Act 284, Eff. Jan. 1, 1973
MI Comp L § 450.1467 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1467 - Responsibility of Voting Trustee; Determination of Right to Vote and Manner of Voting.

450.1467 Responsibility of voting trustee; determination of right to vote and manner of voting. Sec. 467.  (1) A trustee who votes shares subject to a voting trust incurs no responsibility as shareholder, trustee or otherwise, except for his malfeasance.  (2) Where 2 or more persons are designated as voting trustees, and the right and method of voting shares in their names at a meeting of shareholders are not fixed by the agreement appointing the trustees, the right to vote and the manner of voting the shares at the meeting shall be determined by a majority of the trustees. If the trustees are equally divided as to how the shares shall be voted, the vote shall be divided equally among the trustees. History: 1972, Act 284, Eff. Jan. 1, 1973
MI Comp L § 450.1468 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1468 - Extending Duration of Voting Trust Agreement.

450.1468 Extending duration of voting trust agreement. Sec. 468.  (1) At any time within 12 months before expiration of a voting trust agreement as originally fixed or as extended as herein provided, 1 or more beneficiaries of the voting trust, by agreement in writing and with written consent of the voting trustees, may extend the duration of the voting trust agreement with regard to the shares subject to their beneficial interest for an additional period not exceeding 10 years. The voting trustees, before expiration of the voting trust agreement as originally fixed or as previously extended, shall file in the registered office of the corporation an executed counterpart of the extension agreement and of their consent thereto, and thereupon the duration of the voting trust agreement shall be extended for the period fixed in the extension agreement. An extension agreement does not affect the rights or obligations of persons not parties thereto.  (2) The validity of a voting trust or of an extension thereof, otherwise lawful, is not affected during a period of 10 years from the date of its commencement by the fact that by its terms it will or may last beyond such 10-year period; but it shall become inoperative at the end of such 10-year period. History: 1972, Act 284, Eff. Jan. 1, 1973
MI Comp L § 450.1471 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1471 - Shares as Personal Property; Shares Transferable.

450.1471 Shares as personal property; shares transferable. Sec. 471.  The shares of a corporation are personal property and are transferable in accordance with article 8 of the uniform commercial code, 1962 PA 174, MCL 440.8101 to 440.8601, except as otherwise provided in this act. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 2000, Act 358, Eff. Mar. 28, 2001
MI Comp L § 450.1472 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1472 - Restriction on Transfer or Registration of Transfer of Bond or Share; Imposition; Enforcement.

450.1472 Restriction on transfer or registration of transfer of bond or share; imposition; enforcement. Sec. 472.  (1) A restriction on the transfer or registration of transfer of a bond or share of a corporation may be imposed by the articles of incorporation, the bylaws, or an agreement among any number of holders or among the holders and the corporation. A restriction imposed under this subsection is not binding with respect to bonds or shares issued before adoption of the restriction unless the holders are parties to an agreement or voted in favor of the restriction.  (2) A written restriction on the transfer or registration of transfer of a bond or share of a corporation, if permitted by this section or section 473 and noted conspicuously on the face or back of the instrument or on the information statement required under section 336, may be enforced against the holder of the restricted instrument or a successor or transferee of the holder of the restricted instrument, including a personal representative, administrator, trustee, guardian, or other fiduciary entrusted with responsibility for the person or estate of the holder. Unless the existence of the restriction is noted conspicuously on the face or back of the instrument or on the information statement required under section 336, the restriction, even though permitted by this section or section 473, is ineffective except against a person with actual knowledge of the restriction. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1473 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1473 - Permissible Restrictions on Transfer or Registration of Transfer of Bonds or Shares.

450.1473 Permissible restrictions on transfer or registration of transfer of bonds or shares. Sec. 473.  In particular and without limitation of the generality of the power granted by subsection (1) of section 472 to impose restrictions, a restriction on the transfer or registration of transfer of bonds or shares of a corporation is permitted if it does any of the following:  (a) Obligates the holders of the restricted instruments to offer to the corporation or to any other holders of bonds or shares of the corporation or to any other person or to any combination thereof, a prior opportunity to acquire the restricted instruments.  (b) Obligates the corporation or a holder of bonds or shares of the corporation or any other person or any combination thereof, to purchase the instruments which are the subject of an agreement respecting the purchase and sale of the restricted instruments.  (c) Requires the corporation or the holders of a class of bonds or shares of the corporation to consent to a proposed transfer of the restricted instruments or to approve the proposed transferee of the restricted instruments.  (d) Prohibits the transfer of the restricted instruments to designated persons or classes of persons, and the designation is not contrary to public policy.  (e) Exists for the purpose of maintaining the status of the corporation as a corporation under subchapter S of the United States internal revenue code. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1481 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1481 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1481 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to preemptive rights.
MI Comp L § 450.1485 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1485 - Corporate Books, Records, and Minutes.

450.1485 Corporate books, records, and minutes. Sec. 485.  A corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board, and executive committee, if any. Unless otherwise provided in the bylaws, the books, records, and minutes may be kept outside this state. The corporation shall keep at its registered office, or at the office of its transfer agent in or outside this state, records containing the names and addresses of all shareholders, the number, class and series of shares held by each, and the dates when they respectively became holders of record. Any of the books, records, or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. A corporation shall convert into written form without charge any record not in written form, unless otherwise requested by a person entitled to inspect the record. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1489 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1489 - Action by Shareholder.

450.1489 Action by shareholder.Sec. 489.  (1) A shareholder may bring an action in the circuit court of the county in which the principal place of business or registered office of the corporation is located to establish that the acts of the directors or those in control of the corporation are illegal, fraudulent, or willfully unfair and oppressive to the corporation or to the shareholder. If the shareholder establishes grounds for relief, the circuit court may make an order or grant relief as it considers appropriate, including, without limitation, an order providing for any of the following:  (a) The dissolution and liquidation of the assets and business of the corporation.  (b) The cancellation or alteration of a provision contained in the articles of incorporation, an amendment of the articles of incorporation, or the bylaws of the corporation.  (c) The cancellation, alteration, or injunction against a resolution or other act of the corporation.  (d) The direction or prohibition of an act of the corporation or of shareholders, directors, officers, or other persons party to the action.  (e) The purchase at fair value of the shares of a shareholder, either by the corporation or by the officers, directors, or other shareholders responsible for the wrongful acts.  (f) An award of damages to the corporation or a shareholder. An action seeking an award of damages must be commenced within 3 years after the cause of action under this section has accrued, or within 2 years after the shareholder discovers or reasonably should have discovered the cause of action under this section, whichever occurs first.  (2) No action under this section shall be brought by a shareholder whose shares are listed on a national securities exchange or regularly traded in a market maintained by 1 or more members of a national or affiliated securities association.  (3) As used in this section, "willfully unfair and oppressive conduct" means a continuing course of conduct or a significant action or series of actions that substantially interferes with the interests of the shareholder as a shareholder. Willfully unfair and oppressive conduct may include the termination of employment or limitations on employment benefits to the extent that the actions interfere with distributions or other shareholder interests disproportionately as to the affected shareholder. The term does not include conduct or actions that are permitted by an agreement, the articles of incorporation, the bylaws, or a consistently applied written corporate policy or procedure. History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- Am. 2006, Act 68, Imd. Eff. Mar. 20, 2006
MI Comp L § 450.1491 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1491 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1491 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to parties and complaint in derivative action.
MI Comp L § 450.1491a (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1491a - Definitions.

450.1491a Definitions. Sec. 491a.  As used in this section and sections 492a to 497:  (a) "Derivative proceeding" means a civil suit in the right of a domestic corporation or a foreign corporation that is authorized to or does transact business in this state.  (b) "Shareholder" means a record or beneficial owner of shares and includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the owner's behalf.  (c) "Disinterested director" means a director who is not a party to a derivative proceeding, or a director who is a party if the corporation demonstrates that the claim asserted against the director is frivolous or insubstantial. History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1492 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1492 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1492 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to discontinuance, compromise, or settlement of derivative action.
MI Comp L § 450.1492a (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1492a - Commencement of Derivative Proceeding by Shareholder; Criteria.

450.1492a Commencement of derivative proceeding by shareholder; criteria. Sec. 492a.  A shareholder may not commence or maintain a derivative proceeding unless the shareholder meets all of the following criteria:  (a) The shareholder was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time.  (b) The shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.  (c) The shareholder continues to be a shareholder until the time of judgment, unless the failure to continue to be a shareholder is the result of corporate action in which the former shareholder did not acquiesce and the derivative proceeding was commenced prior to the termination of the former shareholder's status as a shareholder. History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
MI Comp L § 450.1493 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1493 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1493 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to expenses of derivative action.
MI Comp L § 450.1493a (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1493a - Commencement of Derivative Proceeding by Shareholder; Criteria.

450.1493a Commencement of derivative proceeding by shareholder; criteria. Sec. 493a.  A shareholder may not commence a derivative proceeding until all of the following have occurred:  (a) A written demand has been made upon the corporation to take suitable action.  (b) Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1494 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1494 - Stay of Derivative Proceeding; Condition.

450.1494 Stay of derivative proceeding; condition. Sec. 494.  If the corporation commences an investigation of the allegations made in the demand or complaint, the court may stay any derivative proceeding for a period as the court considers appropriate. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1495 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1495 - Dismissal of Derivative Proceeding; Determination.

450.1495 Dismissal of derivative proceeding; determination. Sec. 495.  (1) The court shall dismiss a derivative proceeding if, on motion by the corporation, the court finds that 1 of the groups specified in subsection (2) has made a determination in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation. If the determination is made pursuant to subsection (2)(a) or (b), the corporation shall have the burden of proving the good faith of the group making the determination and the reasonableness of the investigation. If the determination is made pursuant to subsection (2)(c) or (d), the plaintiff shall have the burden of proving that the determination was not made in good faith or that the investigation was not reasonable.  (2) A determination under subsection (1) may be made by any 1 of the following:  (a) By a majority vote of the disinterested directors, if the disinterested directors constitute a quorum at a meeting of the board.  (b) By a majority vote of a committee consisting of 2 or more disinterested directors appointed by a majority vote of disinterested directors present at a meeting of the board, whether or not the disinterested directors constitute a quorum at the meeting.  (c) By a panel of 1 or more disinterested persons appointed by the court upon motion by the corporation.  (d) By all disinterested independent directors. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1496 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1496 - Discontinuance or Settlement of Derivative Proceeding; Judicial Approval; Notice; Expense.

450.1496 Discontinuance or settlement of derivative proceeding; judicial approval; notice; expense. Sec. 496.  A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected. If notice is directed to be given to the affected shareholders, the court may determine whether 1 or more of the parties to the action shall bear the expense of giving the notice, in the amount as the court determines and finds to be reasonable under the circumstances. The amount of expense shall be awarded as special costs of the action and recoverable in the same manner as statutory taxable costs. History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
MI Comp L § 450.1497 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)|Section 450.1497 - Termination of Derivative Proceeding; Order of Court.

450.1497 Termination of derivative proceeding; order of court. Sec. 497.  On termination of the derivative proceeding, the court may order 1 of the following:  (a) The plaintiff to pay any of the defendant's reasonable expenses, including reasonable attorney fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained in bad faith or without reasonable cause.  (b) The corporation to pay the plaintiff's reasonable expenses, including reasonable attorney fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. The court shall direct the plaintiff to account to the corporation for any proceeds received by the plaintiff in excess of expenses awarded by the court, except that this shall not apply to a judgment rendered for the benefit of an injured shareholder only and limited to a recovery of the loss or damage sustained by him or her. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1501 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571)|Section 450.1501 - Management of Corporation; Qualifications of Director.

450.1501 Management of corporation; qualifications of director. Sec. 501.  The business and affairs of a corporation shall be managed by or under the direction of its board, except as otherwise provided in this act or in its articles of incorporation. A director need not be a shareholder of the corporation unless the articles or bylaws so require. The articles or bylaws may prescribe qualifications for directors. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983