reglab/housing_qa huggingface dataset:
MI Comp L § 450.1571 (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 450.1571 - Definitions.

450.1571 Definitions. Sec. 571.  For the purposes of sections 561 to 567:  (a) "Fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan.  (b) "Other enterprises" shall include employee benefit plans.  (c) "Serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the director, officer, employee, or agent with respect to an employee benefit plan, its participants, or its beneficiaries.  (d) A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner "not opposed to the best interests of the corporation or its shareholders" as referred to in sections 561 and 562. History: Add. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
MI Comp L § 450.1601 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)|Section 450.1601 - General Power of Amendment.

450.1601 General power of amendment. Sec. 601.  (1) A corporation may amend its articles of incorporation if the amendment contains only provisions that might lawfully be contained in original articles of incorporation filed at the time of making the amendment.  (2) A corporation may amend its articles of incorporation to become a nonprofit corporation by adopting restated articles in accordance with section 641 which shall so amend the articles to contain only those provisions that might be lawfully contained in original articles of a nonprofit corporation formed under the nonprofit corporation act, Act No. 162 of the Public Acts of 1982, being sections 450.2101 to 450.3192 of the Michigan Compiled Laws. The amendment does not constitute a dissolution of the corporation. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1602 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)|Section 450.1602 - Specific Powers of Amendment.

450.1602 Specific powers of amendment. Sec. 602.  Without limiting the general power of amendment granted by section 601, a corporation may amend its articles of incorporation to do any of the following:  (a) Change its corporate name.  (b) Enlarge, limit, or otherwise change its corporate purposes or powers.  (c) Change the duration of the corporation.  (d) Increase or decrease the aggregate number of shares, or shares of any class or series of any class, which the corporation has authority to issue.  (e) Exchange, classify, reclassify, or cancel any of its issued or unissued shares.  (f) Change the designation of any of its issued or unissued shares, and change the preferences, limitations, and relative rights in respect of any of its issued or unissued shares.  (g) Change the issued or unissued shares of any class or series into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series.  (h) Create new classes or series of shares having rights and preferences superior or inferior to, or equal with, the issued or unissued shares of any class or series then authorized.  (i) Cancel or otherwise affect the right of the holders of the shares of any class or series to receive dividends that have accrued but have not been declared.  (j) Divide any class of issued or unissued shares into series and fix the designations of the series and the preferences, limitations, and relative rights of the shares of the series.  (k) Authorize the board to divide authorized but unissued shares of any class into series and fix the designations and number of shares of the series and the preferences, limitations, and relative rights of the shares of the series.  (l) Authorize the board to fix or change the designation, number of, preferences, limitations, or relative rights of the shares of an established series the shares of which have not been issued.  (m) Revoke, diminish, or enlarge the authority of the board to take any action set forth in subdivisions (k) and (l).  (n) Limit, deny, or grant to shareholders of a class the preemptive right to acquire shares of the corporation.  (o) Change its registered office or change its resident agent.  (p) Strike out, change, or add any provision for management of the business and conduct of the affairs of the corporation, or creating, defining, limiting, and regulating the powers of the corporation, its directors and shareholders, or any class of shareholders, including any provision that under this act is required or permitted to be set forth in the bylaws. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1974, Act 303, Imd. Eff. Oct. 21, 1974 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1615 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)|Section 450.1615 - Class Vote on Amendment.

450.1615 Class vote on amendment. Sec. 615.  (1) The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the articles of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of the class, or alter or change the powers, preferences or special rights of the shares of the class or other classes so as to affect the class adversely.  (2) If a proposed amendment would alter or change the powers, preferences or special rights of a class so as to affect adversely 1 or more series of a class, but not the entire class, then only the shares of the 1 or more series affected by the amendment shall as a group be considered a single class for the purposes of this section. History: 1972, Act 284, Eff. Jan. 1, 1973
MI Comp L § 450.1621 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)|Section 450.1621 - Dissent of Shareholder to Amendment; Payment to Dissenting Shareholder.

450.1621 Dissent of shareholder to amendment; payment to dissenting shareholder. Sec. 621.  (1) A holder of adversely affected shares who does not vote for or consent in writing to a proposed amendment may dissent, pursuant to section 762, and receive payment for the shares, if the amendment does either of the following:  (a) Materially alters or abolishes a preferential right of the shares having preferences.  (b) Creates, alters, or abolishes a material provision or right in respect of the redemption of the shares or a sinking fund for the redemption or purchase of the shares.  (2) A dissenting shareholder shall not receive payment in excess of the sum payable upon redemption of the shares or liquidation of the corporation, whichever is less. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1631 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)|Section 450.1631 - Certificate of Amendment.

450.1631 Certificate of amendment.Sec. 631.  (1) If an amendment to the articles of incorporation is made as under section 611(1)(a), a certificate of amendment signed by a majority of the incorporators shall be filed on behalf of the corporation, setting forth the amendment and certifying that the amendment was adopted by unanimous consent of the incorporators before the first meeting of the board.  (2) If an amendment to the articles of incorporation is made under section 611(1)(b) or (2), a certificate of amendment must be filed on behalf of the corporation, setting forth the amendment and certifying that it was adopted by the board of directors.  (3) If an amendment to the articles of incorporation is made under section 611(3), except as otherwise provided in this act, a certificate of amendment must be executed and filed on behalf of the corporation, setting forth the amendment and certifying that the adoption of the amendment complied with section 611(3).  (4) A certificate of amendment to the articles of incorporation shall set forth the entire article being amended. However, if the article being amended is divided into separately identified sections, the certificate of amendment need only set forth the section of the article being amended. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
MI Comp L § 450.1641 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)|Section 450.1641 - Adoption of Restated Articles of Incorporation; Amendment.

450.1641 Adoption of restated articles of incorporation; amendment.Sec. 641.  (1) A corporation may integrate into a single instrument the provisions of its articles of incorporation that are then in effect and operative, as amended, and at the same time may also further amend its articles of incorporation, by adopting restated articles of incorporation.  (2) Any of the following may adopt restated articles of incorporation for a corporation, as applicable:  (a) Before the first meeting of the board, all of the incorporators, by complying with the provisions of sections 611(1)(a), 642, and 643(1).  (b) If the restated articles of incorporation merely restate and integrate, but do not further amend the articles as amended, the restated articles of incorporation may be adopted by the board without a vote of the shareholders.   (c) If the restated articles of incorporation restate, integrate, and also further amend the articles of incorporation, but the amendments include only amendments adopted under section 611(1)(b) or (2), the board may adopt the restated articles of incorporation without a vote of the shareholders.  (d) If the restated articles of incorporation restate, integrate, and amend the articles of incorporation and subdivisions (a), (b), and (c) do not apply, the shareholders must adopt the restated articles of incorporation under section 611.  (3) An amendment made to the articles of incorporation in connection with the restatement and integration of the articles of incorporation is subject to any other provision of this act, not inconsistent with this section, that would apply if a certificate of amendment were filed to effect that amendment. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
MI Comp L § 450.1642 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)|Section 450.1642 - Designation and Contents of Restated Articles; Omission.

450.1642 Designation and contents of restated articles; omission.Sec. 642.  (1) Restated articles of incorporation must meet all of the following, as applicable:  (a) Include the designation "restated articles of incorporation" in the heading.  (b) In the heading or in an introductory paragraph, state the corporation's present name, and, if it has been changed, all of its former names and the date of filing of its original articles.   (c) If adopted by the incorporators, state that they were duly adopted by unanimous consent of the incorporators before the first meeting of the board under section 611(1)(a). If adopted by the board without a vote of the shareholders, state both of the following:  (i) That they only restate and integrate and do not further amend the articles as amended; or that the restated articles only restate and integrate the articles and include only amendments adopted under section 611(1)(b) or (2).  (ii) There is no material discrepancy between the provisions of the articles of incorporation as amended and the provisions of the restated articles.  (d) If adopted by the shareholders, state that they were duly adopted by the shareholders under section 611(3).  (2) Restated articles of incorporation may omit any provisions of the original articles that named the incorporators, the initial board, or original subscribers for shares, and the omission shall not be considered a further amendment to the articles of incorporation. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
MI Comp L § 450.1643 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)|Section 450.1643 - Signing and Filing Restated Articles; Execution; Original Articles Superseded; Status of Restated Articles.

450.1643 Signing and filing restated articles; execution; original articles superseded; status of restated articles.Sec. 643.  (1) Restated articles of incorporation adopted under section 641(2)(a) shall be signed by the majority of incorporators and filed in accordance with section 131.  (2) Restated articles of incorporation adopted under section 641(2)(b), (c), or (d) shall be executed on behalf of the corporation and filed in accordance with section 131.  (3) When the filing of restated articles of incorporation becomes effective, the corporation's original articles of incorporation, as amended, are superseded; and the restated articles, including any further amendments made by the restatement of the articles, are the articles of incorporation of the corporation. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
MI Comp L § 450.1651 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)|Section 450.1651 - Abandonment of Amendment; Certificate of Abandonment.

450.1651 Abandonment of amendment; certificate of abandonment. Sec. 651.  Before the effective date of an amendment to the articles of incorporation for which shareholder approval is required by this act, the amendment may be abandoned pursuant to provisions therefor, if any, set forth in the resolution of the shareholders approving the amendment. If a certificate of amendment has been filed by the corporation, it shall file a certificate of abandonment, but not later than the proposed effective date within 10 days after the abandonment. History: 1972, Act 284, Eff. Jan. 1, 1973
MI Comp L § 450.1701 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1701 - Merger of Domestic Corporations; Adoption and Contents of Plan of Merger.

450.1701 Merger of domestic corporations; adoption and contents of plan of merger. Sec. 701.  (1) Two or more domestic corporations may merge into 1 of the corporations pursuant to a plan of merger approved in the manner provided by this act.  (2) The board of each corporation proposing to participate in a merger shall adopt a plan of merger, setting forth all of the following:  (a) The name of each constituent corporation and the name of the constituent corporation that will be the surviving corporation.  (b) As to each constituent corporation, the designation and number of outstanding shares of each class and series, specifying the classes and series entitled to vote; each class and series entitled to vote as a class; and, if the number of shares is subject to change before the effective date of the merger, the manner in which the change may occur.  (c) The terms and conditions of the proposed merger, including the manner and basis of converting the shares of each constituent corporation into shares, bonds, or other securities of the surviving corporation, or into cash or other consideration, which may include shares, bonds, rights, or other property or securities of a corporation whether or not a party to the merger, or into a combination thereof.  (d) A statement of any amendment to the articles of incorporation of the surviving corporation to be effected by the merger or any restatement of the articles as provided in section 641(1), which shall be in the form of restated articles as provided in section 642.  (e) Other provisions with respect to the proposed merger as the board considers necessary or desirable. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1702 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1702 - Plan of Share Exchange; Approval; Contents; Power of Corporation Not Limited.

450.1702 Plan of share exchange; approval; contents; power of corporation not limited. Sec. 702.  (1) A corporation may acquire all of the outstanding shares of 1 or more classes or series of another corporation pursuant to a plan of share exchange approved in the manner provided by this act.  (2) The board of each corporation proposing to participate in a share exchange shall adopt a plan of share exchange setting forth all of the following:  (a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation.  (b) The terms and conditions of the exchange, including the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.  (c) Other provisions with respect to the proposed exchange as the board considers necessary or desirable.  (3) This section does not limit the power of a corporation to acquire all or part of the shares of 1 or more classes or series of another corporation through a voluntary exchange or otherwise. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1703 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1703 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1703 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to plan of merger or consolidation.
MI Comp L § 450.1704 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1704 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1704 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to authorization of merger.
MI Comp L § 450.1706 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1706 - Merger With Domestic or Foreign Corporation; Execution of Certificate by Incorporators; Compliance.

450.1706 Merger with domestic or foreign corporation; execution of certificate by incorporators; compliance. Sec. 706.  (1) A domestic corporation that has not commenced business, has not issued any shares, and has not elected a board may merge with any domestic or foreign corporation by unanimous consent of its incorporators.  (2) In order to effect the merger, the majority of incorporators shall execute a certificate of merger in accordance with section 707.  (3) The other domestic or foreign corporations participating in the merger shall comply with the provisions of this act dealing with mergers that are applicable to them. History: Add. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1707 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1707 - Certificate of Merger or Share Exchange.

450.1707 Certificate of merger or share exchange.Sec. 707.  (1) After a plan of merger or share exchange is approved, a certificate of merger or share exchange shall be executed and filed on behalf of each corporation. The certificate shall set forth the following:  (a) In the case of a merger, the statements required under section 701(2)(a), (b), and (d), and the manner and basis of converting shares of each constituent corporation as set forth in the plan of merger.   (b) In the case of a share exchange, the statement required under section 702(2)(a), and the manner and basis of exchanging the shares to be acquired as set forth in the plan of exchange.  (c) A statement that the plan of merger or share exchange has been adopted by the boards in accordance with section 701 or 702.  (d) A statement that the plan of merger or share exchange will be furnished by the surviving or acquiring corporation, on request and without cost, to any shareholder of any constituent corporation.  (e) If approval of the shareholders of 1 or more corporations party to the merger or share exchange was required, a statement that the plan was approved by the shareholders in accordance with section 703a. If a plan of merger or share exchange is adopted without the vote of shareholders under section 703a(3), a statement that the plan of merger or share exchange has been adopted under section 703a(3) and that the conditions specified in that section have been satisfied.  (f) In the case of a merger governed by section 706, a statement that the merging corporation has not commenced business, has not issued any shares, and has not elected a board and that the plan of merger was approved by the unanimous consent of the incorporators.  (g) A statement of any assumed names of merging corporations transferred to the surviving corporation as authorized under section 217(3), specifying each transferred assumed name and the name of the corporation from which it is transferred. The certificate may include a statement of corporate names or assumed names of merging corporations that are to be treated as newly filed assumed names of the surviving corporation under section 217(4).  (2) Section 131 applies in determining when a certificate of merger or share exchange under this section becomes effective. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2018, Act 85, Eff. June 24, 2018