reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2551 - Liability of Directors for Certain Corporate Actions; Liability of Shareholder or Member Accepting or Receiving Distribution Contrary to Act.

450.2551 Liability of directors for certain corporate actions; liability of shareholder or member accepting or receiving distribution contrary to act.
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 its benefit or for the benefit of its creditors, shareholders, or members, for any legally recoverable injury suffered by the corporation or those creditors, shareholders, or members as a result of the action in an amount that does not exceed the difference between the amount paid or distributed and the amount that lawfully could have been paid or distributed:
(a) Declaring a share dividend or distribution to shareholders or members that is contrary to this act or contrary to any restriction in the articles of incorporation or bylaws.
(b) Making a distribution to shareholders or members during or after dissolution of the corporation without paying or providing for debts, obligations, and liabilities of the corporation as required under section 855.
(c) Making a loan to a director, officer, or employee of the corporation or a subsidiary of the corporation that is contrary to this act.
(2) A director is not liable under this section if he or she complies with section 541.
(3) A shareholder or member that accepts or receives a share dividend or distribution with knowledge of facts that indicate that it is contrary to this act, or any restriction in the articles of incorporation or bylaws, is liable to the corporation in the amount accepted or received in excess of the shareholder's or member's share of the amount that the corporation could lawfully distribute.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2552 - Rights of Director Against Whom Claim Successfully Asserted Under MCL 450.2551.

450.2552 Rights of director against whom claim successfully asserted under MCL 450.2551.
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 on 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) If the director pays the corporation any amount of an improper share dividend or distribution, to be subrogated to the rights of the corporation against shareholders or members that received the share dividend or distribution in proportion to the amounts received by them.
(b) If the director pays the corporation any amount of the purchase price of an improper purchase of shares or memberships, 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 that sold the shares or memberships with knowledge of facts indicating that the purchase of shares or memberships by the corporation was not authorized by this act, or to have the corporation assign to the director any claim against the seller and, if consistent with its articles of incorporation and bylaws, the shares or memberships.
(c) If the director pays the corporation the claim of a creditor because of a violation of section 551(1)(b), to be subrogated to the rights of the corporation against shareholders or members that received an improper distribution of assets.
(d) If the director pays the corporation the amount of a loan made improperly to a director, officer, or employee, to be subrogated to the rights of the corporation against the director, officer, or employee who received the improper loan.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2553 - Presence or Absence of Director at Meeting at Which Action Under MCL 450.2551 Taken; Presumption; Dissent.

450.2553 Presence or absence of director at meeting at which action under MCL 450.2551 taken; presumption; dissent.
Sec. 553.
(1) If a director is present at a meeting of the board, or an executive committee of which he or she is a member, and action on a corporate matter described in section 551 is taken at that meeting, the director is presumed to concur in that action unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to the action with the individual who is acting as secretary of the meeting before or promptly after the adjournment of the meeting. The right to dissent does not apply to a director who voted in favor of the action.
(2) If a director who is absent from a meeting of the board, or an executive committee of which he or she is a member, and action on a corporate matter described in section 551 is taken at that meeting, the director is presumed to concur in the action unless he or she files his or her dissent with the secretary of the corporation within a reasonable time after he or she has knowledge of the action.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2554 - Commencement of Action Under MCL 450.2551 or 450.2552.

450.2554 Commencement of action under MCL 450.2551 or 450.2552.
Sec. 554.
An action against a director, shareholder, or member 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:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2556 - Volunteer's Acts or Omissions; Claim for Monetary Damages.

450.2556 Volunteer's acts or omissions; claim for monetary damages.
Sec. 556.
If the corporation's articles of incorporation contain a provision authorized under section 209(e), then a claim for monetary damages for a volunteer director, volunteer officer, or other volunteer's acts or omissions shall not be brought or maintained against a volunteer director, volunteer officer, or other volunteer. The claim shall be brought and maintained against the corporation.
History:
Add. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 1996, Act 457, Imd. Eff. Dec. 23, 1996
Compiler's Notes:
In the first sentence of this section, “section 209(e)” evidently should read “section 209(1)(e).”
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2561 - Indemnification of Director, Officer, Partner, Trustee, Employee, Nondirector Volunteer, or Agent in Connection With Action, Suit, or Proceeding; Conditions; Presumption.

450.2561 Indemnification of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action, suit, or proceeding; conditions; presumption.
Sec. 561.
Unless otherwise provided by law or the articles of incorporation or bylaws of the corporation, a corporation has the power to indemnify a person that 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 the person is or was a director, officer, employee, nondirector volunteer, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, for expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding 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 members, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe that the 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 that the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders or members and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1987, Act 170, Eff. Jan. 1, 1988 ;-- Am. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2562 - Indemnification Against Expenses of Director, Officer, Partner, Trustee, Employee, Nondirector Volunteer, or Agent in Connection With Action or Suit by or in Right of Corporation; Conditions; Limitations.

450.2562 Indemnification against expenses of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action or suit by or in right of corporation; conditions; limitations.
Sec. 562.
Unless otherwise provided by law or in the articles of incorporation or bylaws of the corporation, a corporation has the power to indemnify a person that 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 the person is or was a director, officer, employee, nondirector volunteer, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, for 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 or members. A corporation shall not indemnify a person for a claim, issue, or matter in which the person is found liable to the corporation except to the extent authorized under section 564c.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1987, Act 170, Eff. Jan. 1, 1988 ;-- Am. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2563 - Indemnification for Expenses of Director, Officer, or Nondirector Volunteer Successful in Defense of Action, Suit, or Proceeding Referred to in MCL 450.2561 or 450.2562.

450.2563 Indemnification for expenses of director, officer, or nondirector volunteer successful in defense of action, suit, or proceeding referred to in MCL 450.2561 or 450.2562.
Sec. 563.
Unless otherwise provided by law or under the articles of incorporation or bylaws of the corporation, to the extent that a director, officer, or nondirector volunteer of a corporation is 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, or has established that the corporation is required to assume the person's liabilities under section 209(1)(d) or (e), the corporation shall indemnify the person for actual and reasonable expenses, including attorneys' fees, incurred 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:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1987, Act 170, Eff. Jan. 1, 1988 ;-- Am. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2564 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2564 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to advance payment by corporation of expenses incurred in defending action, suit, or proceeding described in MCL 450.2561 or 450.2562.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2564b - Expenses Incurred by Director, Officer, Employee, Nondirector Volunteer, or Agent; Reimbursement; Agreement; Advances.

450.2564b Expenses incurred by director, officer, employee, nondirector volunteer, or agent; reimbursement; agreement; advances.
Sec. 564b.
(1) A corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee, nondirector volunteer, or agent of the corporation or a person that is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another domestic corporation, foreign corporation, domestic business corporation, foreign business corporation, partnership, limited liability company, joint venture, trust, or other enterprise, whether for profit or not, 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 agreement, executed personally or on the person's behalf, to repay the advance if it is ultimately determined that the person did not meet the standard of conduct, if any, required by this act for the indemnification of a person under the circumstances.
(2) An agreement required under subsection (1) must be an unlimited general obligation of the director, officer, employee, nondirector volunteer, or agent, but may be unsecured. A corporation may accept an agreement that is required under subsection (1) without reference to the financial ability of the person to make repayment.
(3) A corporation shall evaluate the reasonableness of advances under this section in the manner described in section 564a(1) for evaluating the reasonableness of expenses, and make an authorization in the manner described in section 564a(4) unless an advance is mandatory. A corporation may authorize advances with respect to a proceeding and determine the reasonableness of advances or approve a method for determining the reasonableness of advances in a single resolution covering the entire proceeding. However, unless the action or resolution provides otherwise, an authorizing or determining authority of the corporation may subsequently terminate or amend the authorization or determination with respect to advances that are not yet made.
(4) A provision in the articles of incorporation or bylaws, a resolution of the board or shareholders or members, or an agreement that makes indemnification mandatory shall also make the advancement of expenses mandatory unless the provision, resolution, or agreement specifically provides otherwise.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2564c - Indemnification of Director, Officer, Employee, Nondirector Volunteer, or Agent; Application to Court; Determination.

450.2564c Indemnification of director, officer, employee, nondirector volunteer, or agent; application to court; determination.
Sec. 564c.
A director, officer, employee, nondirector volunteer, or agent of the corporation that is a party or threatened to be made a party to an action, suit, or proceeding may apply for indemnification to the court that is conducting the proceeding or to another court of competent jurisdiction. After receiving an application, the court after giving any notice it considers necessary may order indemnification if it determines that all of the following are met:
(a) Indemnification is not prohibited under section 497(a) and is consistent with other applicable law and with any restrictions in the articles of incorporation or the bylaws.
(b) The person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the applicable standard of conduct set forth in section 561 or 562 or was adjudged liable as described in section 562. However, if the person is found liable, indemnification is limited to reasonable expenses incurred by the person.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2565 - Indemnification or Advance of Expenses Not Exclusive of Other Rights; Limitation; Continuation; Amended Provision.

450.2565 Indemnification or advance of expenses not exclusive of other rights; limitation; continuation; amended provision.
Sec. 565.
(1) An indemnification or advance of expenses provided under sections 561 to 564c is not exclusive of other rights to which a person seeking indemnification or advance 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 that is seeking indemnification or advance of expenses.
(2) Indemnification under sections 561 to 565 continues for a person that ceases to be a director, officer, employee, nondirector volunteer, or agent and inures to the benefit of the heirs, personal representatives, and administrators of the person.
(3) A right of indemnification or to advancement of expenses under a provision of the articles of incorporation or the bylaws is not eliminated or impaired by an amendment to the provision after the occurrence of the act or omission that is the subject of the formal or informal, 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 the act or omission explicitly authorizes that elimination or impairment after the action or omission has occurred.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1987, Act 170, Eff. Jan. 1, 1988 ;-- Am. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2567 - Purchase and Maintenance of Insurance on Behalf of Director, Officer, Employee, Nondirector Volunteer, or Agent.

450.2567 Purchase and maintenance of insurance on behalf of director, officer, employee, nondirector volunteer, or agent.
Sec. 567.
(1) A corporation may purchase and maintain insurance on behalf of any person that is or was a director, officer, employee, nondirector volunteer, or agent of the corporation, or that is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, foreign or domestic business corporation, limited liability company, partnership, joint venture, trust, or other enterprise for profit or nonprofit against any liability asserted against the person and incurred by the person in that capacity or arising out of the person's status as such, whether or not the corporation has the power to indemnify the person against liability under sections 561 to 565.
(2) If the articles of incorporation include a provision that eliminates or limits the liability of a director under section 209(1)(c), the corporation may purchase insurance on behalf of a director under subsection (1) 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 or members only to the extent to which the corporation could indemnify the director under section 564a(5).
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2569 - Scope of "Corporation" for Purposes of MCL 450.2561 to 450.2567.

450.2569 Scope of "corporation" for purposes of MCL 450.2561 to 450.2567.
Sec. 569.
For purposes of sections 561 to 567, "corporation" includes all constituent corporations absorbed in a consolidation or merger, any corporation converted into another business entity, and the resulting or surviving foreign or domestic corporation, foreign or domestic business corporation or other business entity, so that a person that is or was a director, officer, employee, nondirector volunteer, 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, nondirector volunteer, or agent of another foreign or domestic corporation, foreign or domestic business corporation, partnership, limited liability company, joint venture, trust, or other profit or nonprofit enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation or business corporation as the person would if the person had served the resulting or surviving corporation, business corporation, or other business entity in the same capacity.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1987, Act 170, Eff. Jan. 1, 1988 ;-- Am. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-5 - Chapter 5 (450.2501...450.2571) › Section 450.2571 - Definitions.

450.2571 Definitions.
Sec. 571.
As used in sections 561 to 567:
(a) "Fines" includes any excise taxes assessed on a person with respect to an employee benefit plan.
(b) "Other enterprises" includes employee benefit plans.
(c) "Serving at the request of the corporation" includes any service as a director, officer, employee, nondirector volunteer, or agent of the corporation that imposes duties on, or involves services by, the director, officer, employee, nondirector volunteer, or agent with respect to an employee benefit plan, its participants, or its beneficiaries.
(d) A person that acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan is considered to have acted in a manner "not opposed to the best interests of the corporation or its shareholders or members" as referred to in sections 561 and 562.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 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 450.2601 - Amendment of Articles of Incorporation; Contents.

450.2601 Amendment of articles of incorporation; contents.
Sec. 601.
(1) A corporation may amend its articles of incorporation if the amendment contains only provisions that original articles of incorporation filed at the time the amendment is made might lawfully contain.
(2) Subject to section 301(6), a corporation may amend its articles of incorporation to become a business corporation by adopting restated articles of incorporation under section 641 if the restated articles of incorporation contain only those provisions that original articles of incorporation of a business corporation formed under the business corporation act might contain. The adoption and filing of restated articles of incorporation under this subsection does not constitute a dissolution of the corporation.
(3) Subject to section 301(6), a corporation may amend its articles of incorporation to become a professional corporation by adopting restated articles of incorporation under section 641 if the restated articles of incorporation contain only those provisions that original articles of incorporation of a professional corporation formed under chapter 2A of the business corporation act, MCL 450.1281 to 450.1289, might contain. The adoption and filing of restated articles of incorporation under this subsection does not constitute a dissolution of the corporation.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 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 450.2602 - Amendment of Articles of Incorporation; Purposes.

450.2602 Amendment of articles of incorporation; purposes.
Sec. 602.
Without limiting the general power of amendment under section 601, a corporation may amend its articles of incorporation to do any of the following:
(a) Change its corporate name.
(b) Enlarge, limit, or otherwise change its corporate purposes or powers.
(c) Change the duration of the corporation.
(d) Increase or decrease the aggregate number of shares, or shares of any class that the corporation has authority to issue.
(e) Exchange, classify, reclassify, or cancel any of its issued or unissued shares.
(f) Change the designation of any of its issued or unissued shares, or change the qualifications, preferences, limitations, and relative rights of any of its issued or unissued shares or of its members.
(g) Change the issued or unissued shares of any class into a different number of shares of the same class or into the same or a different number of shares of other classes.
(h) Create new classes of shares or members that have rights and preferences superior to, inferior to, or equal with, the issued or unissued shares or the memberships of any class then authorized.
(i) Cancel or otherwise affect the right of the holders of the shares or memberships of any class to receive distributions which have accrued but have not been declared.
(j) Limit, deny, or grant to shareholders or members of a class the preemptive right to acquire shares or memberships of the corporation.
(k) Change its registered office or change its resident agent.
(l) Strike out, change, or add any provision for management of and conduct of the affairs of the corporation, or creating, defining, limiting, and regulating the powers of the corporation, its directors, shareholders, members, or any class of shareholders or members, including any provision that under this act is required or permitted to be set forth in the bylaws.
(m) Change its form of organization to a stock corporation or a nonstock corporation that is organized on a membership or directorship basis. An amendment under this subsection must comply with section 202(c) and (d) or section 202(e) and (f), as applicable.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 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 450.2615 - Voting as Class on Proposed Amendment.

450.2615 Voting as class on proposed amendment.
Sec. 615.
(1) The holders of a class of outstanding shares of a corporation that is organized on a stock basis or the members of a class of a corporation that is organized on a membership basis may vote as a class on a proposed amendment, whether or not entitled to vote on the amendment under the articles of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of the class or alter or change the powers, preferences, or special rights of the shares or members of the class or other classes so as to affect the class adversely.
(2) This section does not confer voting rights on members of a corporation that is organized on a directorship basis.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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.
2023 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
2023 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
2023 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