reglab/housing_qa huggingface dataset:
MI Comp L § 450.1545 (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Act (450.1101 - 450.2099)|284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571)|Section 450.1545 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1545 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to contracts or transactions involving interested directors or officers.
MI Comp L § 450.1546 (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Act (450.1101 - 450.2099)|284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571)|Section 450.1546 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1546 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to validity of contract involving interested directors or officers.
MI Comp L § 450.1548 (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 450.1548 - Loan, Guaranty, or Assistance by Corporation to Director, Officer, or Employee.

450.1548 Loan, guaranty, or assistance by corporation to director, officer, or employee. Sec. 548.  (1) 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 may reasonably be expected to benefit the corporation, or is pursuant to a plan authorizing loans, guaranties, or assistance that the board has reasonably determined will benefit the corporation.  (2) The loan, guaranty, or assistance may be with or without interest and may be unsecured or secured in a manner as the board approves, including a pledge of shares of stock of the corporation.  (3) A loan under this section to an officer or employee to purchase shares of the corporation or a subsidiary may be made at any rate of interest not exceeding the rate of interest allowed under Act No. 259 of the Public Acts of 1968, being sections 438.41 to 438.42 of the Michigan Compiled Laws.  (4) 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: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1996, Act 113, Imd. Eff. Mar. 6, 1996
MI Comp L § 450.1551 (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 450.1551 - Liability of Directors for Corporate Actions; Liability of Shareholders Accepting or Receiving Share Dividend or Distribution.

450.1551 Liability of directors for corporate actions; liability of shareholders accepting or receiving share dividend or distribution. 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 the benefit of its creditors or shareholders, to the extent of any legally recoverable injury suffered by its creditors or shareholders as a result of the action but not to exceed the difference between the amount paid or distributed and the amount that lawfully could have been paid or distributed:  (a) Declaration of a share dividend or distribution to shareholders contrary to this act or contrary to any restriction in the articles of incorporation.   (b) Distribution to shareholders during or after dissolution of the corporation without paying or providing for debts, obligations, and liabilities of the corporation as required by section 855a.  (c) Making a loan to a director, officer, or employee of the corporation or of a subsidiary of the corporation contrary to this act.  (2) A director is not liable under this section if he or she has complied with section 541a.  (3) A shareholder who accepts or receives a share dividend or distribution with knowledge of facts indicating it is contrary to this act, or any restriction in the articles of incorporation, is liable to the corporation for the amount accepted or received in excess of the shareholder's share of the amount that lawfully could have been distributed. 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 § 450.1552 (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 450.1552 - Rights of Director Against Whom Claim Is Successfully Asserted Under MCL 450.1551.

450.1552 Rights of director against whom claim is successfully asserted under MCL 450.1551. 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 upon 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) Upon payment to the corporation of any amount of an improper share dividend or distribution, to be subrogated to the rights of the corporation against shareholders who received the share dividend or distribution in proportion to the amounts received by them respectively.  (b) Upon payment to the corporation of any amount of the purchase price of an improper purchase of shares 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 who sold the shares with knowledge of facts indicating that the purchase of shares by the corporation was not authorized by this act, or to have the corporation assign to the director the shares and any claim against the seller.  (c) Upon payment to the corporation of the claim of a creditor because of a violation of subdivision (1)(b) of section 551, to be subrogated to the rights of the corporation against shareholders who received an improper distribution of assets.  (d) Upon payment to the corporation of the amount of a loan made improperly to a director, officer, or employee, to be subrogated to the rights of the corporation against a director, officer, or employee who received the improper loan. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1553 (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 450.1553 - Presumption of Concurrence by Director in Corporation Action; Effect of Dissent.

450.1553 Presumption of concurrence by director in corporation action; effect of dissent. Sec. 553.  A director who is present at a meeting of the board, or a committee thereof of which he is a member, at which action on a corporate matter referred to in section 551 is taken is presumed to have concurred in that action unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to the action with the person acting as secretary of the meeting before or promptly after the adjournment thereof. The right to dissent does not apply to a director who voted in favor of the action. A director who is absent from a meeting of the board, or a committee thereof of which he is a member, at which any such action is taken is presumed to have concurred in the action unless he files his dissent with the secretary of the corporation within a reasonable time after he has knowledge of the action. History: 1972, Act 284, Eff. Jan. 1, 1973
MI Comp L § 450.1554 (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 450.1554 - Action Against Director or Shareholder; Limitation.

450.1554 Action against director or shareholder; limitation. Sec. 554.  An action against a director or shareholder 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: 1972, Act 284, Eff. Jan. 1, 1973
MI Comp L § 450.1561 (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 450.1561 - Indemnification of Certain Persons Generally.

450.1561 Indemnification of certain persons generally. Sec. 561.  A corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1987, Act 1, Eff. Mar. 1, 1987
MI Comp L § 450.1562 (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 450.1562 - Additional Provisions for Indemnification of Certain Persons.

450.1562 Additional provisions for indemnification of certain persons. Sec. 562.  A corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys' fees, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. Indemnification shall not be made for a claim, issue, or matter in which the person has been found liable to the corporation except to the extent authorized in section 564c. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1987, Act 1, Eff. Mar. 1, 1987 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1563 (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 450.1563 - Indemnification Against Actual and Reasonable Expenses.

450.1563 Indemnification against actual and reasonable expenses. Sec. 563.  To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of an action, suit, or proceeding referred to in section 561 or 562, or in defense of a claim, issue, or matter in the action, suit, or proceeding, the corporation shall indemnify him or her against actual and reasonable expenses, including attorneys' fees, incurred by him or her in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided in this section. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1987, Act 1, Eff. Mar. 1, 1987 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001
MI Comp L § 450.1564 (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 450.1564 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1564 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to payment of defense expenses in advance.
MI Comp L § 450.1564b (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 450.1564b - Payment or Reimbursement of Party in Advance of Final Disposition of Proceeding; Undertaking as Unlimited General Obligation; Evaluation of Reasonableness; Advancement of Expenses.

450.1564b Payment or reimbursement of party in advance of final disposition of proceeding; undertaking as unlimited general obligation; evaluation of reasonableness; advancement of expenses.Sec. 564b.  (1) A corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee, or agent of the corporation, or by a person that is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other profit or nonprofit enterprise, that is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if the person furnishes the corporation a written undertaking, executed personally or on the person's behalf, to repay the advance if it is ultimately determined that the person did not meet the applicable standard of conduct, if any, required by this act for the indemnification of a person under the circumstances.  (2) An undertaking required under subsection (1) must be an unlimited general obligation of the person but may be unsecured and may be accepted without reference to the financial ability of the person to make repayment.  (3) A corporation shall make an evaluation of reasonableness under this section in the manner specified in section 564a(1) for an evaluation of reasonableness of expenses, and shall make an authorization in the manner specified in section 564a(4) unless an advance is mandatory. A corporation may make an authorization of advances with respect to a proceeding and a determination of reasonableness of advances or selection of a method for determining reasonableness in a single action or resolution covering an entire proceeding. However, unless the action or resolution provides otherwise, the authorizing or determining authority may subsequently terminate or amend the authorization or determination with respect to advances not yet made.  (4) A provision in the articles of incorporation or bylaws, a resolution of the board or shareholders, or an agreement making indemnification mandatory shall also make the advancement of expenses mandatory unless the provision, resolution, or agreement specifically provides otherwise. History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- Am. 2008, Act 402, Imd. Eff. Jan. 6, 2009 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
MI Comp L § 450.1564c (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 450.1564c - Application for Indemnification to Court; Determination.

450.1564c Application for indemnification to court; determination. Sec. 564c.  A director, officer, employee, or agent of the corporation who is a party or threatened to be made a party to an action, suit, or proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice it considers necessary may order indemnification if it determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the applicable standard of conduct set forth in sections 561 and 562 or was adjudged liable as described in section 562, but if he or she was adjudged liable, his or her indemnification is limited to reasonable expenses incurred. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1565 (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 450.1565 - Limitation on Total Amount of Expenses Advanced or Indemnified; Duration of Indemnification; Elimination or Impairment.

450.1565 Limitation on total amount of expenses advanced or indemnified; duration of indemnification; elimination or impairment.Sec. 565.  (1) The indemnification or advancement of expenses provided under sections 561 to 564c is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, bylaws, or a contractual agreement. The total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.  (2) The indemnification provided under this section and sections 561 to 564c continues as to a person that ceases to be a director, officer, employee, or agent and inures to the benefit of the heirs, personal representatives, and administrators of the person if the person is an individual.  (3) A corporation shall not eliminate or impair a right to indemnification or to advancement of expenses established in a provision of the articles of incorporation or the bylaws by amending that provision after the occurrence of the act or omission that is the subject of the formal or informal civil, criminal, administrative, or investigative action, suit, or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of that act or omission explicitly authorizes that elimination or impairment after that act or omission occurs. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1987, Act 1, Eff. Mar. 1, 1987 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
MI Comp L § 450.1567 (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 450.1567 - Liability Insurance.

450.1567 Liability insurance. Sec. 567.  (1) A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify him or her against liability under sections 561 to 565.  (2) If the articles of incorporation include a provision eliminating or limiting the liability of a director pursuant to section 209(1)(c), insurance on behalf of a director under subsection (1) may be purchased from an insurer owned by the corporation, but insurance purchased from that insurer may insure a director against monetary liability to the corporation or its shareholders only to the extent to which the corporation could indemnify the director under section 564a(5). History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1569 (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 450.1569 - “Corporation” Defined for Purposes of MCL 450.1561 to 450.1567; "Business Organization" Defined.

450.1569 “Corporation” defined for purposes of MCL 450.1561 to 450.1567; "business organization" defined.Sec. 569.  (1) For purposes of sections 561 to 567, "corporation" includes all constituent corporations absorbed in a consolidation or merger, any corporation converted into another business organization, and the resulting or surviving corporation or other business organization, so that a person that is or was a director, officer, employee, or agent of the constituent corporation or is or was serving at the request of the constituent corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, or other business organization in the same position under this section with respect to the resulting or surviving corporation or other business organization as if that person had served the resulting or surviving corporation or other business organization in the same capacity.  (2) As used in this section, "business organization" means that term as defined in section 736(1). History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1987, Act 1, Eff. Mar. 1, 1987 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013