reglab/housing_qa huggingface dataset:
MI Comp L § 450.2631 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-6 - Chapter 6 (450.2601...450.2651)|Section 450.2631 - Certificate of Amendment; Signing and Execution; Filing; Contents.

450.2631 Certificate of amendment; signing and execution; filing; contents.Sec. 631.  (1) If an amendment to the articles of incorporation is approved under section 611(1)(a), a majority of the incorporators shall sign and file a certificate of amendment on behalf of the corporation that sets forth the amendment and certifies 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 approved under section 611(1)(a) or section 611(2), an officer of the corporation shall execute and file a certificate of amendment on behalf of the corporation that sets forth the amendment and certifies that it was adopted by the board of directors.  (3) Except for an amendment to the articles of incorporation described in subsection (1) or (2) or as otherwise provided in this act, if an amendment is approved, an officer of the corporation shall execute and file a certificate of amendment on behalf of the corporation that sets forth the amendment and certifies that the amendment was adopted in the manner required under section 611(3).  (4) If a corporation amends an article in its articles of incorporation that is divided into separately identified sections, the certificate of amendment may only set forth the section of the article that was amended. Otherwise, the certificate of amendment must set forth the entire article that was amended. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2641 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-6 - Chapter 6 (450.2601...450.2651)|Section 450.2641 - Integrating Provisions of Articles Into Single Instrument; Adoption of Restated Articles of Incorporation; Adoption Before First Meeting; Amendments Subject to Other Provisions of Act.

450.2641 Integrating provisions of articles into single instrument; adoption of restated articles of incorporation; adoption before first meeting; amendments subject to other provisions of act.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) All of the incorporators may adopt restated articles of incorporation before the first meeting of the board by complying with sections 611(1)(a), 642, and 643(1).  (3) Other restated articles of incorporation shall be approved as follows:  (a) If the restated articles of incorporation merely restate and integrate, but do not further amend the articles of incorporation as previously amended, the board may adopt the restated articles of incorporation without a vote of the shareholders or members, or the shareholders or members may adopt them, in which case the procedure and vote required under section 611(3) are applicable.   (b) If the restated articles of incorporation restate, integrate, and also further amend the articles of incorporation, but those 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 or members.  (c) If the restated articles of incorporation restate and integrate and also further amend in any material respect the articles of incorporation, as previously amended, in a way that is not previously addressed under this section, a vote of the shareholders, members, or directors under section 611(3) is required to adopt restated articles of incorporation.  (4) An amendment that is adopted in connection with the restatement 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: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2642 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-6 - Chapter 6 (450.2601...450.2651)|Section 450.2642 - Restated Articles of Incorporation; Heading or Introductory Paragraph; Designation; Required Statements; Omitted Provisions.

450.2642 Restated articles of incorporation; heading or introductory paragraph; designation; required statements; omitted provisions.Sec. 642.  (1) The heading of restated articles of incorporation shall specifically designate them as such. They shall state, either in the heading or in an introductory paragraph, 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 of incorporation. Restated articles of incorporation shall state that they were duly adopted by the incorporators, directors, shareholders, or members under section 641.   (2) If adopted by the incorporators under section 641(2), restated articles of incorporation shall 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 or members according to the procedure and vote required under section 641(3), the restated articles of incorporation shall state all of the following:  (a) That they only restate and integrate and do not further amend the existing articles as previously amended, or that the restated articles of incorporation only restate and integrate the articles and include only amendments adopted under section 611(1) or section 611(2).  (b) That there is no material discrepancy between those provisions and the provisions of the restated articles of incorporation.   (3) Restated articles of incorporation may omit any provisions of the original, amended, or previously restated articles of incorporation that named the incorporators, the initial board, or original subscribers for shares or original members or describe or value corporate property, and the omission is not considered a further amendment. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2643 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-6 - Chapter 6 (450.2601...450.2651)|Section 450.2643 - Restated Articles of Incorporation; Signing, Filing, and Executing; Effect.

450.2643 Restated articles of incorporation; signing, filing, and executing; effect.Sec. 643.  (1) A majority of incorporators shall sign and file restated articles of incorporation adopted under section 641(3) as provided in section 131.  (2) Except as provided in subsection (1), a corporation shall execute and file restated articles of incorporation as provided in section 131.   (3) When a filing of restated articles of incorporation becomes effective, the corporation's original articles of incorporation and previous amendments are superseded, and the restated articles of incorporation, including any amendments that are included in the restated articles of incorporation, are the articles of incorporation of the corporation. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2651 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-6 - Chapter 6 (450.2601...450.2651)|Section 450.2651 - Abandonment of Amendment; Certificate.

450.2651 Abandonment of amendment; certificate. Sec. 651.  Before the effective date of an amendment to the articles of incorporation for which shareholder, member, or director 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, members, or directors 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: 1982, Act 162, Eff. Jan. 1, 1983
MI Comp L § 450.2701 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2701 - Merger of Domestic Corporations; Plan; Contents; Distributions.

450.2701 Merger of domestic corporations; plan; contents; distributions.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 in this act.  (2) The board of each corporation that proposes to participate in a merger shall adopt a plan of merger that contains 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) For each constituent corporation that is a stock corporation, the designation and number of outstanding shares of each class, specifying the classes that are entitled to vote; each class that is 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) For each constituent corporation that is a membership corporation, a description of the members, including the number, classification, and voting rights of members.   (d) For each constituent corporation that is a directorship corporation, a description of the organization of the board, including the number, classification, and voting rights of directors.  (e) The terms and conditions of the proposed merger, including the manner and basis of converting the shares of or membership or other interest in each constituent corporation into shares, obligations, or other securities of or membership or other interest in the surviving corporation, or into cash or other consideration, if any, that may include shares, bonds, rights, or other property or securities of or membership or other interests in a corporation whether or not a party to the merger, or into a combination of those securities, interests, and property.  (f) A statement of any amendment to the articles of incorporation of the surviving corporation to result from the merger or any restatement of the articles of incorporation under section 641(1), in the form for restated articles of incorporation required under section 642.   (g) Other provisions with respect to the proposed merger that the board considers necessary or desirable.  (3) Notwithstanding the provisions of this section and other provisions of this act, a corporation shall make distributions to shareholders or members of any corporation or to any other person in connection with a merger only in conformity with section 301 and with limitations on distributions in the articles of incorporation of that corporation. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2703 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2703 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015

450.2703 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015 Compiler's Notes: The repealed section pertained to approval or authorization of plan of merger or consolidation.
MI Comp L § 450.2706 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2706 - Merger of Domestic Corporation With Domestic or Foreign Corporation; Conditions; Consent; Execution of Certificate of Merger; Participation of Other Corporations.

450.2706 Merger of domestic corporation with domestic or foreign corporation; conditions; consent; execution of certificate of merger; participation of other corporations.Sec. 706.  (1) If a domestic corporation has not commenced business, has not issued any shares or memberships, and has not elected a board, the corporation may merge with any domestic or foreign corporation by unanimous consent of its incorporators.  (2) If incorporators unanimously consent to a merger under subsection (1), a majority of incorporators shall execute a certificate of merger under section 707.  (3) The other domestic or foreign corporations that participate in the merger with a domestic corporation under subsection (1) shall comply with the provisions of this act dealing with mergers that are applicable to them. History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2707 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2707 - Certificate of Merger; Signing and Filing; Contents; Determining Effectiveness.

450.2707 Certificate of merger; signing and filing; contents; determining effectiveness.Sec. 707.  (1) After a plan of merger is approved under this act, each constituent corporation shall sign and file a certificate of merger on behalf of that corporation. The certificate shall set forth all of the following:  (a) The statements required under section 701(2)(a), (b), and (d), and the manner and basis of converting the shares or memberships of each constituent corporation that is organized on a stock or membership basis as set forth in the plan of merger.  (b) A statement that the boards have adopted the plan of merger under section 701.  (c) A statement that the surviving corporation will furnish the plan of merger, on request and without cost, to any shareholder or member of any constituent corporation.  (d) If approval of the shareholders or members of 1 or more corporations that are parties to the merger was required, a statement that the plan was approved by the shareholders or members under section 703a.  (e) If section 706 applies to the merger, a statement that the merging corporation has not commenced business, has not issued any shares or memberships, and has not elected a board and that the plan of merger was approved by the unanimous consent of the incorporators.  (f) A statement of any assumed names of merging corporations that are transferred to the surviving corporation 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 under this section becomes effective. History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2711 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2711 - Merger of Domestic Corporation With Subsidiary Corporation; Approval of Plan of Merger; Mailing Copy of Plan to Minority Shareholder or Member of Record; Other Provisions; Definitions.

450.2711 Merger of domestic corporation with subsidiary corporation; approval of plan of merger; mailing copy of plan to minority shareholder or member of record; other provisions; definitions.Sec. 711.  (1) A domestic corporation may merge 1 or more subsidiary corporations into itself, or may merge itself, or itself and any 1 or more subsidiary corporations, into any other subsidiary corporation, without approval of the shareholders or members of any of the corporations, except as provided in section 713. The board of the parent corporation shall approve a plan of merger that sets forth those matters required to be set forth in a plan of merger under section 701. Approval by the board of a subsidiary corporation described in this subsection is not required.  (2) If the parent corporation owns less than 100% of the outstanding shares or memberships of any subsidiary corporation that is a constituent corporation, the parent corporation shall promptly after the filing of the certificate of merger mail a copy or summary of the plan of merger to each minority shareholder or member of record of each subsidiary corporation, unless the shareholder or member waives the requirement in writing or unless the subsidiary corporation is required to obtain the approval of its shareholders or members under section 713.  (3) The authority of a corporation to merge under this section does not prevent the corporation from using other provisions of this act to complete a merger.  (4) As used in this section and in sections 712 and 713:  (a) "Constituent corporation" means a corporation that is a party to the merger described in subsection (1).  (b) A domestic corporation is a "subsidiary corporation" if another domestic corporation holds at least 90% of its shareholder or member votes. History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2712 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2712 - Certificate of Merger; Execution and Filing of Certificate of Merger by Parent Company; Determination of Effective Date.

450.2712 Certificate of merger; execution and filing of certificate of merger by parent company; determination of effective date.Sec. 712.  (1) After a plan of merger is adopted under section 711, the parent corporation shall execute and file a certificate of merger that sets forth all of the following:  (a) The statements required under section 701(2)(a) and (d), and the manner and basis of converting shares or memberships of each constituent corporation as set forth in the plan of merger.  (b) The number of outstanding shares or memberships of each class of each subsidiary corporation that is a party to the merger and the number of shares or memberships of each class owned by the parent corporation.  (c) A statement of any assumed names of merging corporations transferred to the surviving corporation as 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 becomes effective under this section. History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2713 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2713 - Subsidiary Corporation as Constituent Corporation in Merger; Approval of Shareholders or Members.

450.2713 Subsidiary corporation as constituent corporation in merger; approval of shareholders or members.Sec. 713.  (1) A subsidiary corporation that is a constituent corporation in a merger under section 711 shall obtain the approval of its shareholders or members in accordance with the applicable provisions of section 703a.  (2) A parent corporation shall obtain approval of its shareholders or members for a merger under section 711 if either of the following applies:  (a) Its articles of incorporation require shareholder or member approval of the merger.  (b) Pursuant to section 703a, the plan of merger contains a provision that would amend any part of the articles of incorporation of the parent corporation into which a subsidiary corporation is being merged, or a subsidiary corporation is to be the surviving corporation of the merger. History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2721 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2721 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2721 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler's Notes: The repealed section pertained to effect of merger or consolidation.
MI Comp L § 450.2722 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2722 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2722 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler's Notes: The repealed section pertained to rights, privileges, liabilities, and obligations of surviving or new corporation.
MI Comp L § 450.2723 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2723 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2723 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler's Notes: The repealed section pertained to changes in articles stated in plan of merger.
MI Comp L § 450.2724 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2724 - Merger Other Than Under MCL 450.2736a.

450.2724 Merger other than under MCL 450.2736a.Sec. 724.  All of the following apply when a merger, other than a merger under section 736a, takes effect:  (a) Every other corporation that is a party to the merger merges into the surviving corporation and the separate existence of every corporation that is a party to the merger except the surviving corporation ceases. A merger in which a domestic corporation is the surviving corporation is not considered a dissolution of any constituent domestic corporation or domestic business corporation.  (b) The title to all real estate and other property and rights owned by each corporation that is a party to the merger is vested in the surviving corporation without reversion or impairment.  (c) The surviving corporation may use the corporate name and the assumed names of any merging corporation, if the filings required under section 217(3) and (4) are made.  (d) The surviving corporation has all of the liabilities of each corporation that is a party to the merger.  (e) A person may continue any proceeding that is pending against any corporation that is a party to the merger as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.  (f) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.  (g) The shares or memberships of each corporation party to the merger that are to be converted into shares, obligations, or other securities of or membership or other interests in the surviving or any other corporation or into cash or other property are converted. History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
MI Comp L § 450.2731 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)|162-1982-7 - Chapter 7 (450.2701...450.2754)|Section 450.2731 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2731 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler's Notes: The repealed section pertained to merger or consolidation of foreign and domestic corporations.