reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5230 - Special Meetings of Stockholders or Members; Notice of Meetings.

500.5230 Special meetings of stockholders or members; notice of meetings.
Sec. 5230.
(1) A special meeting of the stockholders or members of a domestic stock or mutual insurer may be called for purposes other than amending articles of incorporation under section 5214 and extending its corporate existence under section 5222, by the directors at any time they consider advisable.
(2) Notice of a meeting of the members or stockholders must be given by mailing to each member or stockholder a copy of the notice, postage prepaid, directed to his or her last known post office address at least 21 days before the time fixed for the meeting. The notice must state the time and place, and if the meeting is a special meeting, the purpose of the special meeting. However, notice of the time and place of the annual meeting of a mutual insurer may be printed on the policy or certificate of renewal instead of mailing as required under this subsection, in which case the notice must also be printed with the annual statement of the insurer.
(3) A meeting of the stockholders or members may be conducted by means of electronic communications devices by which all stockholders or members participating may simultaneously participate in the meeting. A stockholder or member participating in a meeting allowed under this subsection is deemed to be present in person at a meeting.
History:
1956, Act 218, Eff. Jan. 1, 1957 ;-- Am. 2020, Act 266, Imd. Eff. Dec. 29, 2020 ;-- Am. 2023, Act 28, Imd. Eff. May 8, 2023
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5232 - Voting Rights; Stockholders, Members, Proxies, Fiduciaries, Pledgees.

500.5232 Voting rights; stockholders, members, proxies, fiduciaries, pledgees.
Sec. 5232.
Each stockholder or member of a domestic stock or mutual insurer shall at every meeting of the stockholders or members thereof be entitled to vote in person or by proxy in writing signed by such stockholder or member: Provided, That for insurers having only members and no stockholders, voting by proxy after June 1, 1943, shall be permitted only if provided in the articles or in any bylaw adopted by the members. Persons holding shares of the capital stock of any such insurer in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose shares are pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such shares and vote thereon.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5234 - Stockholders and Members; Voting Rights, Quorum.

500.5234 Stockholders and members; voting rights, quorum.
Sec. 5234.
A majority of the shares entitled to vote on a particular subject matter at any meeting of the stockholders shall constitute a quorum for such vote unless otherwise provided by law or in the articles or in any bylaw adopted by the stockholders. A minimum of 10 members present in person shall constitute a quorum at any meeting of those insurers having members only and no stockholders, unless a larger number is specified in the articles or in any bylaw adopted by the members.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5236 - Voting Rights; Inspectors of Election.

500.5236 Voting rights; inspectors of election.
Sec. 5236.
Whenever any stockholder or member present at a meeting of stockholders or members of an insurer shall request the appointment of inspectors, the chairman of the meeting shall appoint inspectors who need not be stockholders or members. If the right of any person to vote at such meeting shall be challenged, the inspectors of election shall determine such right. The inspectors shall receive and count the votes either upon an election or the decision of any question and shall determine the result. Their certificate of any vote shall be prima facie evidence thereof.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5238 - Trustees or Directors; Residency Requirement; Director as Policyholder of Insurer; Meetings; Frequency; Oath.

500.5238 Trustees or directors; residency requirement; director as policyholder of insurer; meetings; frequency; oath.
Sec. 5238.
(1) In all insurers organized under the laws of Michigan, at least 1 of the trustees or directors shall be a resident of the state of Michigan. The articles of incorporation or bylaws of an insurer other than a stock insurer may provide that a director shall be a policyholder of the insurer.
(2) The board of directors of a domestic insurer shall meet not fewer than 4 times per fiscal year in person or by means of electronic communication devices that enable all participants in a meeting to communicate with each other.
(3) Each director of a domestic insurer when elected or appointed shall take and subscribe an oath that he or she will diligently and honestly perform the duties of the office and will not knowingly violate, or knowingly permit to be violated, any provisions of this act. The oath shall be transmitted to the commissioner for filing.
History:
1956, Act 218, Eff. Jan. 1, 1957 ;-- Am. 1962, Act 48, Eff. Mar. 28, 1963 ;-- Am. 1982, Act 338, Imd. Eff. Dec. 17, 1982 ;-- Am. 1989, Act 139, Eff. July 1, 1989 ;-- Am. 2006, Act 291, Imd. Eff. July 20, 2006
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5239 - Repealed. 1988, Act 290, Eff. Jan. 1, 1989.

500.5239 Repealed. 1988, Act 290, Eff. Jan. 1, 1989.
Compiler's Notes:
The repealed section pertained to liability of directors for delinquency.
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5240 - Discharging Duties of Director or Officer; Commencement of Action for Failure to Perform Duties.

500.5240 Discharging duties of director or officer; commencement of action for failure to perform duties.
Sec. 5240.
(1) A director or an officer shall discharge the duties of that position in good faith and with that degree of diligence, care, and skill which an ordinarily prudent person would exercise under similar circumstances in a like position. In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the corporation, upon the report of an independent appraiser selected with reasonable care by the board, or upon financial statements of the corporation represented to him or her as correct by the president or the officer of the corporation having charge of its books of account, or as stated in a written report by an independent public or certified public accountant or firm of accountants fairly to reflect the financial condition of the corporation.
(2) An action against a director or officer for failure to perform the duties imposed by this section shall be commenced within 3 years after the cause of action has accrued, or within 2 years after the time when the cause of action is discovered, or should reasonably have been discovered, by the complainant, whichever occurs first.
History:
Add. 1988, Act 290, Eff. Jan. 1, 1989
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5241 - Indemnification Against Expenses of Action, Suit, or Proceeding Generally.

500.5241 Indemnification against expenses of action, suit, or proceeding generally.
Sec. 5241.
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 or policyholders, 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 or policyholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
History:
Add. 1988, Act 290, Eff. Jan. 1, 1989
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5242 - Indemnification Against Expenses of Action, Suit, or Proceeding; Additional Provisions.

500.5242 Indemnification against expenses of action, suit, or proceeding; additional provisions.
Sec. 5242.
A corporation has the power to indemnify a person who was or is a party to 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 actual and reasonable attorneys' fees, and amounts paid in settlement 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 or policyholders. However, indemnification shall not be made for a claim, issue, or matter in which the person has been found liable to the corporation unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.
History:
Add. 1988, Act 290, Eff. Jan. 1, 1989
Compiler's Notes:
Former MCL 500.5242, which prohibited an insurance company from controlling other insurers, was repealed by Act 91 of 1957, Eff. Sept. 27, 1957.
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5242a - Indemnification Against Expenses of Action, Suit, or Proceeding; Mandatory; Standard of Conduct; Determination.

500.5242a Indemnification against expenses of action, suit, or proceeding; mandatory; standard of conduct; determination.
Sec. 5242a.
(1) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of an action, suit, or proceeding referred to in section 5241 or 5242, or in defense of a claim, issue, or matter in the action, suit, or proceeding, he or she shall be indemnified against expenses, including actual and reasonable 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 subsection.
(2) An indemnification under section 5241 or 5242, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 5241 and 5242. This determination shall be made in any of the following ways:
(a) By a majority vote of a quorum of the board consisting of directors who were not parties to the action, suit, or proceeding.
(b) If the quorum described in subdivision (a) is not obtainable, then by a majority vote of a committee of directors who are not parties to the action. The committee shall consist of not less than 2 disinterested directors.
(c) By independent legal counsel in a written opinion.
(d) By the shareholders or policyholders.
(3) If a person is entitled to indemnification under section 5241 or 5242 for a portion of expenses including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the corporation may indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.
History:
Add. 1988, Act 290, Eff. Jan. 1, 1989
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5242b - Payment of Expenses in Advance of Final Disposition of Action, Suit, or Proceeding; Undertaking.

500.5242b Payment of expenses in advance of final disposition of action, suit, or proceeding; undertaking.
Sec. 5242b.
Expenses incurred in defending a civil or criminal action, suit, or proceeding described in section 5241 or 5242 may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.
History:
Add. 1988, Act 290, Eff. Jan. 1, 1989
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5242c - Indemnification or Advancement of Expenses Not Exclusive of Other Rights; Indemnification Inuring to Benefit of Heirs, Executors, and Administrators.

500.5242c Indemnification or advancement of expenses not exclusive of other rights; indemnification inuring to benefit of heirs, executors, and administrators.
Sec. 5242c.
(1) The indemnification or advancement of expenses provided under sections 5241 to 5242b 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. However, 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 for in sections 5241 to 5242b continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.
History:
Add. 1988, Act 290, Eff. Jan. 1, 1989
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5242d - “Corporation” Defined for Purposes of MCL 500.5241 to 500.5242c.

500.5242d “Corporation” defined for purposes of MCL 500.5241 to 500.5242c.
Sec. 5242d.
For purposes of sections 5241 to 5242c, "corporation" includes all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who 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, joint venture, trust, or other enterprise whether for profit or not shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as the person would if he or she had served the resulting or surviving corporation in the same capacity.
History:
Add. 1988, Act 290, Eff. Jan. 1, 1989
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5243 - Repealed. 1988, Act 290, Eff. Jan. 1, 1989.

500.5243 Repealed. 1988, Act 290, Eff. Jan. 1, 1989.
Compiler's Notes:
The repealed section pertained to indemnification and reimbursement of directors, officers, or employees.
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5244 - Liability for Payment Under Invalid Law or Ordinance.

500.5244 Liability for payment under invalid law or ordinance.
Sec. 5244.
No personal liability shall arise against any director, trustee, officer, or agent of any insurer by reason of any payment made by or on behalf of such insurer on account of any taxes, licenses, or fees paid pursuant to any statute, law, or ordinance, even though the statute, law, or ordinance is subsequently declared or held to be invalid.
History:
1956, Act 218, Eff. Jan. 1, 1957 ;-- Am. 1966, Act 217, Eff. Mar. 10, 1967 ;-- Am. 1988, Act 290, Eff. Jan. 1, 1989
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5245 - Board of Directors; Quorum; Special Meetings; Consent to Action Taken Without Meeting.

500.5245 Board of directors; quorum; special meetings; consent to action taken without meeting.
Sec. 5245.
(1) A majority of the board of directors constitutes a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present are the acts of the board of directors.
(2) On written notice of the time and place and purpose or purposes of any special meeting, any of the directors, in-between regular meetings of the board of directors, may consent in writing to any specific action to be taken by the corporation, and if approved by a majority of the directors at the special meeting, including those consenting in writing, the action is as valid a corporation action as though authorized at a regular meeting of the directors. The minutes of approval and action must be fully recorded, each written consent must be made a part of the minutes, and the minutes and written consent must be reviewed at the next regular meeting of the board of directors.
(3) Unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the board or a committee of the board may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents must be filed with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.
(4) The board of directors may permit 1 or more directors to participate in a regular or special meeting of the board, or a committee of the board, or conduct the meeting, by means of electronic communication devices that enable all participants in the meeting to communicate with each other. A director participating in a meeting under this subsection is deemed to be present in person at the meeting.
History:
Add. 1966, Act 170, Eff. Mar. 10, 1967 ;-- Am. 2006, Act 290, Imd. Eff. July 20, 2006 ;-- Am. 2020, Act 266, Imd. Eff. Dec. 29, 2020 ;-- Am. 2023, Act 28, Imd. Eff. May 8, 2023
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5246 - Officers and Agents; Appointment, Removal, Bond.

500.5246 Officers and agents; appointment, removal, bond.
Sec. 5246.
The board of directors of a domestic insurer shall select a president, a secretary, and a treasurer, or such equivalent officers as may be designated in its articles or bylaws, and may select 1 or more vice-presidents, assistant secretaries and assistant treasurers. Any 2 of the above offices except those of president and vice-president may, unless otherwise provided by the bylaws, be held by the same person but no officer shall execute, acknowledge, or verify an instrument in more than 1 capacity. The board may also appoint such other officers and agents as they may deem necessary for the transaction of the business of the corporation. All officers and agents shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation, as may be delegated by the board of directors. Any officer or agent may be removed by the board of directors whenever in their judgment the business interests of the corporation will be served thereby. The board of directors may secure the fidelity of any or all of such officers by bond or otherwise. Unless otherwise provided in the articles or bylaws, the board of directors shall have power to fill any vacancies in any offices occurring from whatever reason.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5248 - Directors, Officers, and Employees of Domestic Insurer; Compensation.

500.5248 Directors, officers, and employees of domestic insurer; compensation.
Sec. 5248.
(1) No domestic insurer shall pay any salary, compensation, or emolument to any officer or director of the domestic insurer unless the payment is first authorized by a vote of the board of directors of the insurer.
(2) A director, officer, or employee of a domestic insurer shall not be compensated unreasonably. The compensation of any director or officer of a domestic insurer shall not be calculated, directly or indirectly, as a percentage of premiums collected or insurance written by the insurer, without the approval of the commissioner.
History:
1956, Act 218, Eff. Jan. 1, 1957 ;-- Am. 1957, Act 91, Eff. Sept. 27, 1957 ;-- Am. 1959, Act 30, Eff. Mar. 19, 1960 ;-- Am. 1963, Act 69, Eff. Sept. 6, 1963 ;-- Am. 1965, Act 243, Imd. Eff. July 21, 1965 ;-- Am. 2006, Act 289, Imd. Eff. July 20, 2006
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5258 - Acknowledgments.

500.5258 Acknowledgments.
Sec. 5258.
A corporation may acknowledge any instrument required by law to be acknowledged, by any 1 of its officers or by its attorney appointed by instrument in writing.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5260 - Stock Certificates; Substitutions.

500.5260 Stock certificates; substitutions.
Sec. 5260.
(1) In case a certificate for shares of a corporation is lost, stolen or destroyed, a new certificate may be secured as provided for lost or destroyed certificates in section 17 of Act No. 106 of the Public Acts of 1913, which is known as the uniform stock transfer act.
(2) A corporation which voluntarily and in good faith issues a new certificate in lieu of one believed to have been lost, stolen or destroyed, or issues a new certificate in compliance with an order of a court of competent jurisdiction may recognize the person in whose name the new certificate or any certificate thereafter issued in exchange or substitution therefor, is issued, as the owner of the shares described therein for all purposes, including the right to vote and the right to receive payment of dividends, distribution or redemption price, until the owner of the original certificate or a transferee thereof without notice and for value shall enjoin the corporation and the holder of any new certificate or any certificate issued in exchange or substitution therefor from so acting.
History:
1956, Act 218, Eff. Jan. 1, 1957
Compiler's Notes:
Act 106 of 1913, referred to in this section, was repealed by Act 174 of 1962.
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5264 - Expenditures, Vouchers, and Affidavits.

500.5264 Expenditures, vouchers, and affidavits.
Sec. 5264.
No domestic life insurer shall make any disbursement of $100.00 or more unless the same be evidenced by a voucher signed by or on behalf of the person receiving the money and correctly describing the consideration for the payment. If the expenditure be for both services and disbursements, the voucher shall set forth the services rendered and an itemized statement of the disbursements made. If the expenditure be in connection with any matter pending before any legislative or public body, or before any department or officer of any state or government, the voucher shall correctly describe, in addition, the nature of the matter and of the interest of such insurer therein. When such voucher cannot be obtained the expenditure shall be evidenced by an affidavit describing the character and object of the expenditure and stating the reason for not obtaining the voucher.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5266 - Dividends to Stockholders; General Provision.

500.5266 Dividends to stockholders; general provision.
Sec. 5266.
No dividends shall be declared due and payable to stockholders of any stock insurance company, except out of the surplus earnings of the company unless otherwise provided for in this code.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5267 - Dividends to Stockholders; Domestic Fire Insurance Company.

500.5267 Dividends to stockholders; domestic fire insurance company.
Sec. 5267.
It shall not be lawful for the directors or managers of any domestic fire insurance company to declare any dividend, except from the surplus profits arising from their business; and in estimating such profits, there shall be reserved from its admitted assets a sum equal to the amount of unearned premiums on unexpired risks and policies, and all other outstanding liabilities: Provided, always, That no company may declare dividends exceeding 10%, on its capital stock, in any 1 year, unless it shall have accumulated and be in possession of a surplus, in addition to the amount of its capital stock, and of such dividend, and all outstanding liabilities, equal to 1/4 of the amount of the unearned premiums on risks not terminated at the time of making such dividend or 1/2 of its capital stock, whichever is the greater. Any dividend made contrary to these provisions, shall subject the company making the same to a forfeiture of its corporate rights, and each stockholder receiving it to a liability to the creditors of such company to the extent of the dividend received, in addition to the other penalties and punishments in such case made and provided.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5270 - Insurer's Rights as Stockholder in Other Corporations.

500.5270 Insurer's rights as stockholder in other corporations.
Sec. 5270.
When an insurer shall be a stockholder in any other corporation, as provided for in sections 922 (investment in stocks and bonds), 926 (investment in insurance stocks), and 938 (collateral loans), its president and other officers or any of its directors shall be eligible to the office of director of such insurer the same as if they were individually stockholders therein and an insurer holding such stock shall possess and exercise in respect thereof, all the rights, powers, privileges and liabilities of individual owners or holders of such stock.
History:
1956, Act 218, Eff. Jan. 1, 1957 ;-- Am. 1957, Act 91, Eff. Sept. 27, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5272 - Domestic Fire Insurance Company; Deficiency of Assets; Notice; Cessation of Business; Liability.

500.5272 Domestic fire insurance company; deficiency of assets; notice; cessation of business; liability.
Sec. 5272.
(1) Whenever it shall appear to the commissioner, from examination of any domestic fire insurance company that the assets of the company are insufficient to justify the continuance in business of such company, he may direct the officers thereof to require the stockholders to pay in the amount of such deficiency within such period as he may designate in such requisition, and in case any such company shall fail to pay in and make good the full amount of such deficiency within 30 days after such requisition and direction as aforesaid, the commissioner shall give notice of such failure in some newspaper published in the county where the office of such company is located by its charter. Such notice shall contain a brief statement of the fact of such failure to comply with this section, and shall be published in such paper once in each week for 3 successive weeks.
(2) It shall not be lawful after the first publication of such notice for such company to issue any policy of insurance, or to make any contract for the same, or to transact any business under its charter, except to close up its business; and all contracts of insurance and policies issued after such first publication of such notice shall be void and of no binding force, and the person or persons making such contracts or issuing such policy shall be liable, in an action of trover, to the person insured, in double the sum named as premium in such contract or policy.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5274 - Domestic Fire Insurance Company; Assessment of Stockholders.

500.5274 Domestic fire insurance company; assessment of stockholders.
Sec. 5274.
(1) Any company receiving the requisition from the commissioner provided for in section 5272, shall forthwith call upon its stockholders for such amounts as will make its capital equal to the amount fixed by the articles of incorporation of the company; and in case any stockholder of the company shall fail to pay the amount so called for, after notice personally given or by advertisement, in such time and manner as the commissioner shall approve, it shall be lawful for the company to require the return of the original certificate of stock held by such stockholder, and in lieu thereof to issue new certificates for such number of shares as such stockholder may be entitled to in the proportion that the ascertained value of the funds of the company may be found to bear to the original capital of the company; the value of such shares, for which new certificates shall be issued, to be ascertained under the direction of the commissioner, and the company paying for the fractional parts of shares; and it shall be lawful for the directors of such company to create new stock and dispose of the same, and to issue new certificates therefor, to an amount sufficient to make up the original capital of the company.
(2) Any transfer of the stock of any such company made during the pending of any such investigation, shall not release the party making the transfer from his liability for losses which may have accrued previous to the transfer.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5276 - Domestic Fire Insurance Company; Liability of Directors Under New Risks Accepted During Deficiency.

500.5276 Domestic fire insurance company; liability of directors under new risks accepted during deficiency.
Sec. 5276.
In the event of any additional losses accruing upon new risks, taken after the expiration of the period limited by the commissioner in the requisition, pursuant to section 5272, for the filling up of the deficiency in the capital and assets of such company, and before said deficiency shall have been made up, the directors shall be individually liable to the extent thereof.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5280 - Domestic Mutual Insurer; Assets; Deficiency; Liability of Director.

500.5280 Domestic mutual insurer; assets; deficiency; liability of director.
Sec. 5280.
(1) If, upon examination, it appears to the commissioner that the assets of any domestic mutual insurer are insufficient to justify the continuance of such insurer in business, it shall be his duty to proceed in relation to such insurer in the same manner as is herein required in regard to stock companies; and the directors of such insurer are hereby made personally liable for any losses which may be sustained upon risks taken after the expiration of the period limited by the commissioner for filling up the deficiency in the capital and assets of such company, and before such deficiency shall have been made up.
(2) All the provisions of section 5272 shall apply to such a mutual insurer.
History:
1956, Act 218, Eff. Jan. 1, 1957
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5282 - Domestic Stock Insurer; Statement of Beneficial Ownership of Equity Securities.

500.5282 Domestic stock insurer; statement of beneficial ownership of equity securities.
Sec. 5282.
Every person who is directly or indirectly the beneficial owner of more than 10% of any class of any equity security of a domestic stock insurance company, or who is a director or an officer of the company, shall file in the office of the commissioner on or before January 31, 1966, or within 10 days after he becomes beneficial owner, director or officer a statement, in such form as the commissioner may prescribe, of the amount of all equity securities of the company of which he is the beneficial owner. Within 10 days after the close of each calendar month thereafter, if there has been a change in ownership during the month, every such person shall file in the office of the commissioner a statement, in such form as the commissioner may prescribe, indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during the calendar month.
History:
Add. 1965, Act 377, Eff. Mar. 31, 1966
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5283 - Unfair Use of Information; Prevention; Actions for Recovery of Profits; Limitations; Exempt Transactions.

500.5283 Unfair use of information; prevention; actions for recovery of profits; limitations; exempt transactions.
Sec. 5283.
For the purpose of preventing the unfair use of information which may have been obtained by the beneficial owner, director or officer by reason of his relationship to the company, any profit realized by him from any transfer of any equity security of the company within any period of less than 6 months, unless the security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the company, irrespective of any intention on the part of the beneficial owner, director or officer in entering into the transaction, of holding the security purchased, or of not repurchasing the security sold, for a period exceeding 6 months. Action to recover the profit may be instituted in any court of competent jurisdiction by the company, or by the owner of any security of the company in the name and in behalf of the company if the company fails or refuses to bring the action within 60 days after request or fails diligently to prosecute the action. No action shall be brought more than 2 years after the date the profit was realized. This section shall not be construed to cover any transaction where the beneficial owner was not such at the time the transaction dealing with the security involved, or any transaction which the commissioner by rules and regulations may exempt as not comprehended within the purpose of this section.
History:
Add. 1965, Act 377, Eff. Mar. 31, 1966
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5283a - Acquisition of Stock or Stock Option; Exemption From MCL 500.5283; Conditions; Definition.

500.5283a Acquisition of stock or stock option; exemption from MCL 500.5283; conditions; definition.
Sec. 5283a.
Any acquisition of shares of stock, other than stock acquired upon the exercise of an option, warrant, or right, pursuant to a stock bonus, profit sharing, retirement, incentive, thrift, savings, or similar plan, or any acquisition of an incentive, qualified, or restricted stock option pursuant to an incentive, qualified, or restricted stock option plan, or a stock option pursuant to an employee stock purchase plan, by a director or officer of an insurer issuing the stock or stock option is exempt from the operation of section 5283 if the plan meets the conditions provided in rules R 500.523 and R 500.526 of the Michigan Administrative Code. As used in this section and sections 5283B and 5283C, "Incentive stock option" means that term as defined in section 422A of the internal revenue code.
History:
Add. 1984, Act 365, Imd. Eff. Dec. 27, 1984
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5283c - Stock Purchase Plan; Limitations.

500.5283c Stock purchase plan; limitations.
Sec. 5283c.
As to each participant or as to all participants the stock purchase plan shall effectively limit the aggregate dollar amount or the aggregate number of shares of stock which may be allocated or which may be subject to incentive, qualified, restricted, or employee stock purchase plan stock options granted pursuant to the plan. The limitations may be established on an annual basis, or for the duration of the plan, whether or not the plan has a fixed termination date; and may be determined either by fixed or maximum dollar amounts or fixed or maximum numbers of shares or by formulas based upon earnings of the insurer, dividends paid, compensation received by participants, option prices, market value of shares, outstanding shares, or percentages of outstanding shares, or similar factors which will result in an effective and determinable limitation. Such limitations may be subject to any provisions for adjustment of the plan or of stock allocable or options outstanding thereunder to prevent dilution or enlargement of rights.
History:
Add. 1984, Act 365, Imd. Eff. Dec. 27, 1984
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5284 - Securities Not Owned; Sale; Failure to Deliver to Transferee; Exception.

500.5284 Securities not owned; sale; failure to deliver to transferee; exception.
Sec. 5284.
It is unlawful for any beneficial owner, director or officer, directly or indirectly, to sell any equity security of the company if he does not own the security sold, or if owning the security, does not deliver the security to the transferee within 20 days after the sale, or does not within 5 days after the sale deposit it in the mails or other usual channels of transportation. No person shall be deemed to have violated this section if he proves that notwithstanding the exercise of good faith he was unable to make the delivery or deposit within such time, or that to do so would cause undue inconvenience or expense.
History:
Add. 1965, Act 377, Eff. Mar. 31, 1966
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5285 - Nonapplication of Sections to Certain Transactions.

500.5285 Nonapplication of sections to certain transactions.
Sec. 5285.
The provisions of section 5283 shall not apply to any transaction, and the provisions of section 5284 shall not apply to any sale of an equity security of a domestic stock insurance company not then or previously held by the transferor in an investment account, by a dealer in the ordinary course of his business and incident to the establishment or maintenance by the dealer of a primary or secondary market, otherwise than on an exchange as defined in the securities exchange act of 1934, for the security. The commissioner, by such rules and regulations as he deems necessary or appropriate in the public interest, may define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.
History:
Add. 1965, Act 377, Eff. Mar. 31, 1966
Popular Name:
Act 218
2023 Michigan Compiled Laws › Chapter 500 - Insurance Code of 1956 › Act 218 of 1956 - The Insurance Code of 1956 (500.100 - 500.8302) › 218-1956-52 - Chapter 52 Corporate Powers, Procedures of Stock and Mutual Insurers (500.5200...500.5290) › Section 500.5286 - Foreign or Domestic Arbitrage Transactions; Exemptions.

500.5286 Foreign or domestic arbitrage transactions; exemptions.
Sec. 5286.
The provisions of sections 5282, 5283 and 5284 shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the commissioner may adopt in order to carry out the purposes of this act.
History:
Add. 1965, Act 377, Eff. Mar. 31, 1966
Popular Name:
Act 218