reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1467 - Responsibility of Voting Trustee; Determination of Right to Vote and Manner of Voting.

450.1467 Responsibility of voting trustee; determination of right to vote and manner of voting.
Sec. 467.
(1) A trustee who votes shares subject to a voting trust incurs no responsibility as shareholder, trustee or otherwise, except for his malfeasance.
(2) Where 2 or more persons are designated as voting trustees, and the right and method of voting shares in their names at a meeting of shareholders are not fixed by the agreement appointing the trustees, the right to vote and the manner of voting the shares at the meeting shall be determined by a majority of the trustees. If the trustees are equally divided as to how the shares shall be voted, the vote shall be divided equally among the trustees.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1468 - Extending Duration of Voting Trust Agreement.

450.1468 Extending duration of voting trust agreement.
Sec. 468.
(1) At any time within 12 months before expiration of a voting trust agreement as originally fixed or as extended as herein provided, 1 or more beneficiaries of the voting trust, by agreement in writing and with written consent of the voting trustees, may extend the duration of the voting trust agreement with regard to the shares subject to their beneficial interest for an additional period not exceeding 10 years. The voting trustees, before expiration of the voting trust agreement as originally fixed or as previously extended, shall file in the registered office of the corporation an executed counterpart of the extension agreement and of their consent thereto, and thereupon the duration of the voting trust agreement shall be extended for the period fixed in the extension agreement. An extension agreement does not affect the rights or obligations of persons not parties thereto.
(2) The validity of a voting trust or of an extension thereof, otherwise lawful, is not affected during a period of 10 years from the date of its commencement by the fact that by its terms it will or may last beyond such 10-year period; but it shall become inoperative at the end of such 10-year period.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1471 - Shares as Personal Property; Shares Transferable.

450.1471 Shares as personal property; shares transferable.
Sec. 471.
The shares of a corporation are personal property and are transferable in accordance with article 8 of the uniform commercial code, 1962 PA 174, MCL 440.8101 to 440.8601, except as otherwise provided in this act.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 2000, Act 358, Eff. Mar. 28, 2001
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1472 - Restriction on Transfer or Registration of Transfer of Bond or Share; Imposition; Enforcement.

450.1472 Restriction on transfer or registration of transfer of bond or share; imposition; enforcement.
Sec. 472.
(1) A restriction on the transfer or registration of transfer of a bond or share of a corporation may be imposed by the articles of incorporation, the bylaws, or an agreement among any number of holders or among the holders and the corporation. A restriction imposed under this subsection is not binding with respect to bonds or shares issued before adoption of the restriction unless the holders are parties to an agreement or voted in favor of the restriction.
(2) A written restriction on the transfer or registration of transfer of a bond or share of a corporation, if permitted by this section or section 473 and noted conspicuously on the face or back of the instrument or on the information statement required under section 336, may be enforced against the holder of the restricted instrument or a successor or transferee of the holder of the restricted instrument, including a personal representative, administrator, trustee, guardian, or other fiduciary entrusted with responsibility for the person or estate of the holder. Unless the existence of the restriction is noted conspicuously on the face or back of the instrument or on the information statement required under section 336, the restriction, even though permitted by this section or section 473, is ineffective except against a person with actual knowledge of the restriction.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1473 - Permissible Restrictions on Transfer or Registration of Transfer of Bonds or Shares.

450.1473 Permissible restrictions on transfer or registration of transfer of bonds or shares.
Sec. 473.
In particular and without limitation of the generality of the power granted by subsection (1) of section 472 to impose restrictions, a restriction on the transfer or registration of transfer of bonds or shares of a corporation is permitted if it does any of the following:
(a) Obligates the holders of the restricted instruments to offer to the corporation or to any other holders of bonds or shares of the corporation or to any other person or to any combination thereof, a prior opportunity to acquire the restricted instruments.
(b) Obligates the corporation or a holder of bonds or shares of the corporation or any other person or any combination thereof, to purchase the instruments which are the subject of an agreement respecting the purchase and sale of the restricted instruments.
(c) Requires the corporation or the holders of a class of bonds or shares of the corporation to consent to a proposed transfer of the restricted instruments or to approve the proposed transferee of the restricted instruments.
(d) Prohibits the transfer of the restricted instruments to designated persons or classes of persons, and the designation is not contrary to public policy.
(e) Exists for the purpose of maintaining the status of the corporation as a corporation under subchapter S of the United States internal revenue code.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1481 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1481 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to preemptive rights.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1485 - Corporate Books, Records, and Minutes.

450.1485 Corporate books, records, and minutes.
Sec. 485.
A corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board, and executive committee, if any. Unless otherwise provided in the bylaws, the books, records, and minutes may be kept outside this state. The corporation shall keep at its registered office, or at the office of its transfer agent in or outside this state, records containing the names and addresses of all shareholders, the number, class and series of shares held by each, and the dates when they respectively became holders of record. Any of the books, records, or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. A corporation shall convert into written form without charge any record not in written form, unless otherwise requested by a person entitled to inspect the record.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1489 - Action by Shareholder.

450.1489 Action by shareholder.
Sec. 489.
(1) A shareholder may bring an action in the circuit court of the county in which the principal place of business or registered office of the corporation is located to establish that the acts of the directors or those in control of the corporation are illegal, fraudulent, or willfully unfair and oppressive to the corporation or to the shareholder. If the shareholder establishes grounds for relief, the circuit court may make an order or grant relief as it considers appropriate, including, without limitation, an order providing for any of the following:
(a) The dissolution and liquidation of the assets and business of the corporation.
(b) The cancellation or alteration of a provision contained in the articles of incorporation, an amendment of the articles of incorporation, or the bylaws of the corporation.
(c) The cancellation, alteration, or injunction against a resolution or other act of the corporation.
(d) The direction or prohibition of an act of the corporation or of shareholders, directors, officers, or other persons party to the action.
(e) The purchase at fair value of the shares of a shareholder, either by the corporation or by the officers, directors, or other shareholders responsible for the wrongful acts.
(f) An award of damages to the corporation or a shareholder. An action seeking an award of damages must be commenced within 3 years after the cause of action under this section has accrued, or within 2 years after the shareholder discovers or reasonably should have discovered the cause of action under this section, whichever occurs first.
(2) No action under this section shall be brought by a shareholder whose shares are listed on a national securities exchange or regularly traded in a market maintained by 1 or more members of a national or affiliated securities association.
(3) As used in this section, "willfully unfair and oppressive conduct" means a continuing course of conduct or a significant action or series of actions that substantially interferes with the interests of the shareholder as a shareholder. Willfully unfair and oppressive conduct may include the termination of employment or limitations on employment benefits to the extent that the actions interfere with distributions or other shareholder interests disproportionately as to the affected shareholder. The term does not include conduct or actions that are permitted by an agreement, the articles of incorporation, the bylaws, or a consistently applied written corporate policy or procedure.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- Am. 2006, Act 68, Imd. Eff. Mar. 20, 2006
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1491 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1491 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to parties and complaint in derivative action.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1491a - Definitions.

450.1491a Definitions.
Sec. 491a.
As used in this section and sections 492a to 497:
(a) "Derivative proceeding" means a civil suit in the right of a domestic corporation or a foreign corporation that is authorized to or does transact business in this state.
(b) "Shareholder" means a record or beneficial owner of shares and includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the owner's behalf.
(c) "Disinterested director" means a director who is not a party to a derivative proceeding, or a director who is a party if the corporation demonstrates that the claim asserted against the director is frivolous or insubstantial.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1492 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1492 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to discontinuance, compromise, or settlement of derivative action.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1492a - Commencement of Derivative Proceeding by Shareholder; Criteria.

450.1492a Commencement of derivative proceeding by shareholder; criteria.
Sec. 492a.
A shareholder may not commence or maintain a derivative proceeding unless the shareholder meets all of the following criteria:
(a) The shareholder was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time.
(b) The shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
(c) The shareholder continues to be a shareholder until the time of judgment, unless the failure to continue to be a shareholder is the result of corporate action in which the former shareholder did not acquiesce and the derivative proceeding was commenced prior to the termination of the former shareholder's status as a shareholder.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1493 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1493 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to expenses of derivative action.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1493a - Commencement of Derivative Proceeding by Shareholder; Criteria.

450.1493a Commencement of derivative proceeding by shareholder; criteria.
Sec. 493a.
A shareholder may not commence a derivative proceeding until all of the following have occurred:
(a) A written demand has been made upon the corporation to take suitable action.
(b) Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1494 - Stay of Derivative Proceeding; Condition.

450.1494 Stay of derivative proceeding; condition.
Sec. 494.
If the corporation commences an investigation of the allegations made in the demand or complaint, the court may stay any derivative proceeding for a period as the court considers appropriate.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1495 - Dismissal of Derivative Proceeding; Determination.

450.1495 Dismissal of derivative proceeding; determination.
Sec. 495.
(1) The court shall dismiss a derivative proceeding if, on motion by the corporation, the court finds that 1 of the groups specified in subsection (2) has made a determination in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation. If the determination is made pursuant to subsection (2)(a) or (b), the corporation shall have the burden of proving the good faith of the group making the determination and the reasonableness of the investigation. If the determination is made pursuant to subsection (2)(c) or (d), the plaintiff shall have the burden of proving that the determination was not made in good faith or that the investigation was not reasonable.
(2) A determination under subsection (1) may be made by any 1 of the following:
(a) By a majority vote of the disinterested directors, if the disinterested directors constitute a quorum at a meeting of the board.
(b) By a majority vote of a committee consisting of 2 or more disinterested directors appointed by a majority vote of disinterested directors present at a meeting of the board, whether or not the disinterested directors constitute a quorum at the meeting.
(c) By a panel of 1 or more disinterested persons appointed by the court upon motion by the corporation.
(d) By all disinterested independent directors.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1496 - Discontinuance or Settlement of Derivative Proceeding; Judicial Approval; Notice; Expense.

450.1496 Discontinuance or settlement of derivative proceeding; judicial approval; notice; expense.
Sec. 496.
A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected. If notice is directed to be given to the affected shareholders, the court may determine whether 1 or more of the parties to the action shall bear the expense of giving the notice, in the amount as the court determines and finds to be reasonable under the circumstances. The amount of expense shall be awarded as special costs of the action and recoverable in the same manner as statutory taxable costs.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497) › Section 450.1497 - Termination of Derivative Proceeding; Order of Court.

450.1497 Termination of derivative proceeding; order of court.
Sec. 497.
On termination of the derivative proceeding, the court may order 1 of the following:
(a) The plaintiff to pay any of the defendant's reasonable expenses, including reasonable attorney fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained in bad faith or without reasonable cause.
(b) The corporation to pay the plaintiff's reasonable expenses, including reasonable attorney fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. The court shall direct the plaintiff to account to the corporation for any proceeds received by the plaintiff in excess of expenses awarded by the court, except that this shall not apply to a judgment rendered for the benefit of an injured shareholder only and limited to a recovery of the loss or damage sustained by him or her.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1501 - Management of Corporation; Qualifications of Director.

450.1501 Management of corporation; qualifications of director.
Sec. 501.
The business and affairs of a corporation shall be managed by or under the direction of its board, except as otherwise provided in this act or in its articles of incorporation. A director need not be a shareholder of the corporation unless the articles or bylaws so require. The articles or bylaws may prescribe qualifications for directors.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1505 - Number, Election, and Term of Directors; Resignation; Designation, Compensation, and Expenses of Independent Director; Communication of Independent Director With Shareholders.

450.1505 Number, election, and term of directors; resignation; designation, compensation, and expenses of independent director; communication of independent director with shareholders.
Sec. 505.
(1) The board shall consist of 1 or more members. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the articles of incorporation fix the number.
(2) The first board of directors shall hold office until the first annual meeting of shareholders. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the succeeding annual meeting, except in case of the classification of directors as permitted by this act. A director shall hold office for the term for which he or she is elected and until his or her successor is elected and qualified, or until his or her resignation or removal. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a later time as set forth in the notice of resignation.
(3) The shareholders or board may designate 1 or more directors as an independent director. Any director so designated shall be entitled to reasonable compensation in addition to compensation paid to directors generally, as determined by the board or shareholders, and reimbursement for expenses reasonably related to service as an independent director. An independent director may communicate with shareholders at the corporation's expense, as part of a communication or report sent by the corporation to shareholders. An independent director shall not have any greater duties or liabilities than any other director.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1506 - Division of Directors Into Classes; Terms of Directors in First, Second, or Third Class; Election.

450.1506 Division of directors into classes; terms of directors in first, second, or third class; election.
Sec. 506.
(1) The articles of incorporation or a bylaw adopted by the shareholders or incorporators may provide that in lieu of annual election of all directors the directors be divided into 2 or 3 classes, each to be as nearly equal in number as possible. The term of office of directors in the first class shall expire at the first annual meeting of shareholders after their election, that of the second class shall expire at the second annual meeting after their election, and that of the third class, if any, shall expire at the third annual meeting after their election. At each annual meeting after such classification, a number of directors equal to the number of the class whose term expires at the time of the meeting shall be elected to hold office until the second succeeding annual meeting if there are 2 classes, or until the third succeeding annual meeting if there are 3 classes.
(2) A corporation having more than 1 class or series of shares may provide in its articles for election of 1 or more directors by shareholders of a class or series, to the exclusion of other shareholders.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1511 - Removal of Directors by Shareholders.

450.1511 Removal of directors by shareholders.
Sec. 511.
(1) The shareholders may remove 1 or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. The vote for removal shall be by a majority of shares entitled to vote at an election of directors except that the articles may require a higher vote for removal without cause. This section shall not invalidate any bylaw adopted before the effective date of the act which added this sentence insofar as the bylaw applies to removal without cause.
(2) In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no 1 of the directors may be removed if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he or she is a part.
(3) If holders of a class or series of stock or of bonds are entitled by the articles to elect 1 or more directors, this section applies, with respect to removal of a director so elected, to the vote of the holders of the outstanding shares of that class or series of stock or the holders of those bonds.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1514 - Removal of Director by Court.

450.1514 Removal of director by court.
Sec. 514.
(1) The circuit court of the county in which the principal place of business or registered office of the corporation is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least 10% of the outstanding shares of any class if the court finds that the director engaged in fraudulent, illegal, or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, and removal is in the best interest of the corporation.
(2) The court that removes a director may bar him or her from serving as a director of the corporation for a period prescribed by the court.
(3) If shareholders commence a proceeding under subsection (1), they shall make the corporation a party defendant.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1515 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1515 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to vacancy on board of directors.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1515a - Filling Vacancy in Board.

450.1515a Filling vacancy in board.
Sec. 515a.
(1) Unless otherwise limited by the articles of incorporation, if a vacancy, including a vacancy resulting from an increase in the number of directors, occurs in a board, the vacancy may be filled as follows:
(a) The shareholders may fill the vacancy.
(b) The board may fill the vacancy.
(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) Unless otherwise provided in the articles, if the holders of any class or classes of stock or series are entitled to elect 1 or more directors to the exclusion of other shareholders, vacancies of that class or classes or series may be filled only by 1 of the following:
(a) By a majority of the directors elected by the holders of that class or classes or series then in office, whether or not those directors constitute a quorum of the board.
(b) By the holders of shares of that class or classes of shares, or series.
(3) Unless otherwise limited by the articles or bylaws, in the case of a corporation the directors of which are divided into classes, any director chosen to fill a vacancy shall hold office until the next election of the class for which the director shall have been chosen, and until his or her successor is elected and qualified.
(4) If because of death, resignation, or other cause, a corporation has no directors in office, an officer, a shareholder, a personal representative, administrator, trustee, or guardian of a shareholder, or other fiduciary entrusted with like responsibility for the person or estate of a shareholder, may call a special meeting of shareholders in accordance with the articles or the bylaws.
(5) A vacancy that will occur at a specific date, by reason of a resignation effective at a later date under section 505 or otherwise, may be filled before the vacancy occurs but the newly elected or appointed director may not take office until the vacancy occurs.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1521 - Regular or Special Meetings of Board.

450.1521 Regular or special meetings of board.
Sec. 521.
(1) Regular or special meetings of a board may be held either in or outside this state.
(2) A regular meeting may be held with or without notice as prescribed in the bylaws. A special meeting shall be held upon notice as prescribed in the bylaws. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. Unless required by the bylaws, neither the business to be transacted at, nor the purpose of, a regular or special meeting need be specified in the notice or waiver of notice of the meeting.
(3) Unless otherwise restricted by the articles of incorporation or bylaws, a member of the board or of a committee designated by the board may participate in a meeting by means of conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting pursuant to this subsection constitutes presence in person at the meeting.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1523 - Quorum; Majority Vote as Constituting Action of Board.

450.1523 Quorum; majority vote as constituting action of board.
Sec. 523.
(1) A majority of the members of the board then in office, or of the members of a committee of the board, constitutes a quorum for transaction of business, unless the articles of incorporation or bylaws, or in the case of a committee, the board resolution establishing the committee, provide for a larger or smaller number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board or of the committee, unless the vote of a larger number is required by this act, the articles, or the bylaws, or in the case of a committee, the board resolution establishing the committee.
(2) Amendment of the bylaws by the board requires the vote of not less than a majority of the members of the board then in office.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1525 - Consent to Action of Board Without Meeting.

450.1525 Consent to action of board without meeting.
Sec. 525.
(1) 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.
(2) A consent under this section shall 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.
(3) An individual may direct that a consent to an action of the board or committee will take effect at a future time. All of the following apply for purposes of this subsection:
(a) The individual may provide the direction through an agent or in some other manner.
(b) Subject to subdivision (c), the individual shall select a specific date on which the consent takes effect that is not more than 60 days after the date he or she provides the direction.
(c) The individual may direct that the consent will take effect at the time a specified future event occurs rather than on a specific date under subdivision (b), if that event will occur not more than 60 days after the date he or she provides the direction.
(d) The consent shall only take effect if the individual is a director at the future time specified in the direction. An individual is not required to be a director at the time the consent is executed or evidence of the direction is provided to the corporation for the consent to take effect.
(e) Unless otherwise provided in the direction, a direction is revocable at any time before the consent becomes effective.
(f) For the purposes of this section, if evidence of a direction under this subsection is provided to the corporation and is not revoked, the future time established in the direction is considered the time the consent takes effect.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- Am. 2018, Act 85, Eff. June 24, 2018
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1527 - Committees; Designation by Board; Membership; Absence or Disqualification of Member; Terms.

450.1527 Committees; designation by board; membership; absence or disqualification of member; terms.
Sec. 527.
(1) Unless otherwise provided in the articles of incorporation or bylaws, the board may designate 1 or more committees, each committee to consist of 1 or more of the directors of the corporation. The board may designate 1 or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board to act at the meeting in place of such an absent or disqualified member.
(2) A committee, and each member thereof, shall serve at the pleasure of the board.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1528 - Committees; Powers and Authority; Limitations; Subcommittees.

450.1528 Committees; powers and authority; limitations; subcommittees.
Sec. 528.
(1) A committee designated under section 527, to the extent provided in a resolution of the board or in the bylaws, may exercise all powers and authority of the board in the management of the business and affairs of the corporation. A committee does not have power or authority to do any of the following:
(a) Amend the articles of incorporation, except that a committee may prescribe the relative rights and preferences of the shares of a series under section 302(3).
(b) Adopt an agreement of merger, conversion, or share exchange.
(c) Recommend to shareholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets.
(d) Recommend to shareholders a dissolution of the corporation or a revocation of a dissolution.
(e) Amend the bylaws of the corporation.
(f) Fill vacancies in the board.
(2) Unless a resolution of the board, the articles of incorporation, or the bylaws expressly provide the power or authority, a committee does not have the power or authority to declare a distribution or dividend or to authorize the issuance of shares.
(3) Unless otherwise provided in a resolution of the board, the articles of incorporation, or the bylaws, a committee may create 1 or more subcommittees. Each subcommittee shall consist of 1 or more members of the committee. The committee may delegate all or part of its power or authority to a subcommittee.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2006, Act 65, Imd. Eff. Mar. 20, 2006 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1529 - Submission of Matter to Shareholder Vote.

450.1529 Submission of matter to shareholder vote.
Sec. 529.
A corporation may agree by contract to submit a matter to a vote of its shareholders even if, after initially approving the matter, the board of directors later determines that it no longer recommends the matter or recommends against approval of the matter by the shareholders.
History:
Add. 2012, Act 569, Imd. Eff. Jan. 2, 2013
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1531 - Officers of Corporation; Election or Appointment; Holding 2 or More Offices; Authority and Duties.

450.1531 Officers of corporation; election or appointment; holding 2 or more offices; authority and duties.
Sec. 531.
(1) The officers of a corporation shall consist of a president, secretary, treasurer, and, if desired, a chairman of the board, 1 or more vice-presidents, and such other officers as may be prescribed by the bylaws or determined by the board. Unless otherwise provided in the articles of incorporation or bylaws, the officers shall be elected or appointed by the board.
(2) Two or more offices may be held by the same person but an officer shall not execute, acknowledge or verify an instrument in more than 1 capacity if the instrument is required by law or the articles or bylaws to be executed, acknowledged or verified by 2 or more officers.
(3) An officer elected or appointed as herein provided shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified, or until his resignation or removal.
(4) An officer, as between himself and other officers and the corporation, has such authority and shall perform such duties in the management of the corporation as may be provided in the bylaws, or as may be determined by resolution of the board not inconsistent with the bylaws.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1535 - Removal or Resignation of Officers; Contract Rights.

450.1535 Removal or resignation of officers; contract rights.
Sec. 535.
(1) An officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the shareholders may be removed, with or without cause, only by vote of the shareholders, but his authority to act as an officer may be suspended by the board for cause.
(2) The removal of an officer shall be without prejudice to his contract rights, if any. The election or appointment of an officer does not of itself create contract rights.
(3) An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1541 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1541 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to discharge of duties by director or officer.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1541a - Director or Officer; Manner of Discharging Duties; Reliance on Information, Opinions, Reports, or Statements; Action Against Director or Officer; Limitations.

450.1541a Director or officer; manner of discharging duties; reliance on information, opinions, reports, or statements; action against director or officer; limitations.
Sec. 541a.
(1) A director or officer shall discharge his or her duties as a director or officer including his or her duties as a member of a committee in the following manner:
(a) In good faith.
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(c) In a manner he or she reasonably believes to be in the best interests of the corporation.
(2) In discharging his or her duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:
(a) One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.
(b) Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence.
(c) A committee of the board of which he or she is not a member if the director or officer reasonably believes the committee merits confidence.
(3) A director or officer is not entitled to rely on the information set forth in subsection (2) if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
(4) 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. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1545 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1545 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to contracts or transactions involving interested directors or officers.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1546 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1546 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to validity of contract involving interested directors or officers.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571) › Section 450.1548 - Loan, Guaranty, or Assistance by Corporation to Director, Officer, or Employee.

450.1548 Loan, guaranty, or assistance by corporation to director, officer, or employee.
Sec. 548.
(1) A corporation may lend money to, guarantee an obligation of, or otherwise assist an officer or employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or subsidiary, if, in the judgment of the board, the loan, guaranty, or assistance may reasonably be expected to benefit the corporation, or is pursuant to a plan authorizing loans, guaranties, or assistance that the board has reasonably determined will benefit the corporation.
(2) The loan, guaranty, or assistance may be with or without interest and may be unsecured or secured in a manner as the board approves, including a pledge of shares of stock of the corporation.
(3) A loan under this section to an officer or employee to purchase shares of the corporation or a subsidiary may be made at any rate of interest not exceeding the rate of interest allowed under Act No. 259 of the Public Acts of 1968, being sections 438.41 to 438.42 of the Michigan Compiled Laws.
(4) This section does not deny, limit, or restrict the powers of guaranty or warranty of a corporation at common law or under any statute.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1996, Act 113, Imd. Eff. Mar. 6, 1996