reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2466 - Transfer of Shares or Membership to Trustee; Filing of Voting Rights Agreement; Voting and Other Rights of Trustee; Inspection of Filed Copy of Voting Trust Agreement; Description of Beneficial Interests.

450.2466 Transfer of shares or membership to trustee; filing of voting rights agreement; voting and other rights of trustee; inspection of filed copy of voting trust agreement; description of beneficial interests.
Sec. 466.
(1) If shares or memberships of a corporation are transferable, a shareholder or member may confer on a trustee the right to vote or otherwise represent those shares or memberships for a period that does not exceed 10 years, by entering into a written voting trust agreement that includes the terms and conditions of the voting trust, by filing an executed counterpart of the agreement at the registered office of the corporation, and by transferring those shares or membership to the trustee for purposes of the agreement.
(2) If a voting rights agreement under subsection (1) is filed, the holder of any certificates for shares or memberships transferred shall surrender the certificates and the corporation shall cancel the certificates and issue new certificates for the shares or memberships to the trustee that state that they are issued under the agreement. The corporation shall also describe the transfer of ownership in the records of the corporation, and the trustee may vote the transferred shares or memberships during the term of the agreement.
(3) A trustee that holds memberships transferred under an agreement executed under this section has the same voting and other rights as the beneficiaries would have if the memberships were not in trust.
(4) The filed copy of a voting trust agreement under this section is subject to inspection at any reasonable time by a shareholder, member, or a holder of a beneficial interest in the voting trust, in person or by agent or attorney.
(5) Any voting trust certificates issued under subsection (2) shall describe the beneficial interests in the voting trust.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2467 - Shares or Memberships Subject to Voting Trust; Liability of Trustee; Designation of 2 or More Persons as Voting Trustees.

450.2467 Shares or memberships subject to voting trust; liability of trustee; designation of 2 or more persons as voting trustees.
Sec. 467.
(1) A trustee that votes shares or memberships that are subject to a voting trust under section 466 is not liable as a shareholder, member, trustee or otherwise, except for the trustee's malfeasance.
(2) If 2 or more persons are designated as voting trustees, and the right and method of voting shares or memberships in their names are not fixed in the agreement that appoints the trustees, a majority of the trustees shall determine the right to vote and manner of voting the shares or memberships. If the trustees are equally divided concerning the right to vote and the manner of voting, the votes shall be divided equally among the trustees.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2468 - Extension of Voting Trust Agreement.

450.2468 Extension of voting trust agreement.
Sec. 468.
(1) At any time within the 12-month period before the expiration of the original term of a voting trust agreement under section 466 or an extension of a voting trust agreement under this section, 1 or more beneficiaries of the voting trust, by written agreement and with written consent of the voting trustees, may extend the duration of the voting trust agreement with regard to the shares or memberships subject to their beneficial interest for an additional period that does not exceed 10 years. Before expiration of the original term of a voting trust agreement under section 466 or an extension of a voting trust agreement under this section, if the voting trustees file in the registered office of the corporation an executed counterpart of an extension agreement and of their consent to the extension, the term of the voting trust agreement is extended for the period described in the extension agreement. An extension agreement does not affect the rights or obligations of persons that are not parties to the extension agreement.
(2) If the term of an extension agreement described in subsection (1) or a voting trust agreement that otherwise meets the requirements of this act is more than 10 years, the voting trust agreement or extension agreement is valid for a period of 10 years from the date of its commencement and becomes inoperative at the end of that 10-year period unless extended under subsection (1).
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2471 - Shares as Personal Property; Transfer; Applicability of MCL 440.8101 to 440.8601.

450.2471 Shares as personal property; transfer; applicability of MCL 440.8101 to 440.8601.
Sec. 471.
The shares of a corporation are personal property. Article 8 of the uniform commercial code, 1962 PA 174, MCL 440.8101 to 440.8601, applies to the transfer of shares only to the extent not inconsistent with this act.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2000, Act 359, Eff. Mar. 28, 2001
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2472 - Transfer or Registration of Bond, Share, or Membership; Written Restriction.

450.2472 Transfer or registration of bond, share, or membership; written restriction.
Sec. 472.
(1) The articles of incorporation, the bylaws, or an agreement among any number of holders of bonds, shares, or memberships, or among the holders and the corporation, may contain a restriction on the transfer or registration of a bond, share, or membership of a corporation that is otherwise transferable. A restriction described in this subsection is not binding with respect to bonds, shares, or memberships that are 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 a bond, share, or membership of a corporation that is otherwise transferable, if permitted under 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, but not limited to, a personal representative, administrator, trustee, guardian, or other fiduciary entrusted with similar responsibility for the person or estate of the holder. If the existence of the restriction is not noted conspicuously on the face or back of the instrument or on the information statement required under section 336, the restriction, even if permitted under this section or section 473, is ineffective except against any person that has actual knowledge of the restriction.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2473 - Transfer or Registration of Bond, Share, or Membership; Imposition of Restrictions; Conditions.

450.2473 Transfer or registration of bond, share, or membership; imposition of restrictions; conditions.
Sec. 473.
Without limiting the general authority under section 472(1) to impose restrictions on the transfer or registration of bonds, shares, or memberships of a corporation that are otherwise transferable, a restriction on the transfer or registration of transfer of bonds, shares, or memberships of a corporation that is consistent with section 301 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, shares or memberships of the corporation, to any other person, or to any combination of those persons, a prior opportunity to acquire the restricted instruments.
(b) Obligates the corporation or a holder of bonds, shares, or memberships of the corporation, any other person, or any combination of those persons, to purchase the instruments that 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, shares, or memberships 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 under section 115, 501, 521, 527, or 528 of the internal revenue code of 1986, 26 USC 115, 501, 521, 527, and 528.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2481 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2481 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to issuing or delivering unissued or treasury shares.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2485 - Books, Records, and Minutes.

450.2485 Books, records, and minutes.
Sec. 485.
A corporation shall keep books and records of account and minutes of the proceedings of its shareholders or members, board, and executive committee, if any. Unless otherwise provided in the bylaws, the corporation may keep the books, records, and minutes 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 that contain the names and addresses of all shareholders or members, the number and class of shares held by each shareholder or the class or classes of membership held by each member, and the dates when they respectively became shareholders of record or members. Any of the books, records, or minutes may be in written form or in any other form that is convertible into written form within a reasonable time. A corporation shall convert into written form without charge any record that is not in written form, if requested by a person that is entitled to inspect the record.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2491 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2491 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to action by shareholder or member in right of corporation to procure judgment.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2491a - Definitions.

450.2491a 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 conduct affairs in this state.
(b) "Director" includes an individual who was serving on the board of a corporation organized on a directorship basis at the time of the act or omission complained of and an individual who becomes a member of the board of that corporation after the act or omission.
(c) "Disinterested director" means an individual who is currently serving on the board of a corporation and is not a party to a derivative proceeding, or an individual who is currently serving on the board of a corporation and is a party to a derivative proceeding if the corporation demonstrates that the claim asserted against the director is frivolous or insubstantial.
(d) "Member" means a record or beneficial owner of a membership in a corporation that is organized on a membership basis and includes a beneficial owner whose membership is held in a voting trust or held by a nominee on the owner's behalf.
(e) "Shareholder" means a record or beneficial owner of shares of a corporation that is organized on a stock basis and includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the owner's behalf.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2492 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2492 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to discontinuing, compromising, or settling action authorized by MCL 450.2491.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2492a - Derivate Proceeding; Criteria to Be Met by Shareholder or Member.

450.2492a Derivate proceeding; criteria to be met by shareholder or member.
Sec. 492a.
A shareholder or member may not commence or maintain a derivative proceeding unless the shareholder or member meets all of the following criteria:
(a) The shareholder or member was a shareholder or member of the corporation at the time of the act or omission complained of or became a shareholder or member through a permitted transfer by operation of law from a person that was a shareholder or member at that time.
(b) The shareholder or member fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
(c) The shareholder or member continues to be a shareholder or member until the time of judgment, unless the failure to continue to be a shareholder or member is the result of corporate action in which the former shareholder or member did not acquiesce and the derivative proceeding was commenced before the termination of the former shareholder's or member's status as a shareholder or member.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2493 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2493 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to award of expenses in action brought in right of corporation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2493a - Derivative Proceeding; Commencement.

450.2493a Derivative proceeding; commencement.
Sec. 493a.
A shareholder, member, or director may not commence a derivative proceeding until all of the following have occurred:
(a) A written demand is made on the corporation to take suitable action.
(b) Ninety days have expired from the date the demand was made unless the shareholder, member, or director is notified that the corporation has rejected the demand or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2494 - Derivative Proceeding; Investigation; Issuance of Stay.

450.2494 Derivative proceeding; investigation; issuance of stay.
Sec. 494.
If the corporation commences an investigation of the allegations made in a demand under section 493 or a complaint in a derivative proceeding, the court may stay the derivative proceeding for a period that the court considers appropriate.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2495 - Derivative Proceeding; Dismissal.

450.2495 Derivative proceeding; dismissal.
Sec. 495.
(1) On a motion by the corporation in a derivative proceeding, the court shall dismiss the proceeding if the court finds that 1 of the groups specified in subsection (2) has made a determination in good faith after conducting a reasonable investigation on 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 under subsection (2)(a) or (b), the corporation has the burden of proving the good faith of the group making the determination and the reasonableness of the investigation. If the determination is made under subsection (2)(c) or (d), the plaintiff has 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 that consists 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 individuals who are appointed by the court on a motion by the corporation.
(d) By all disinterested directors.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2496 - Derivative Proceeding; Discontinuance or Settlement; Court Approval Required.

450.2496 Derivative proceeding; discontinuance or settlement; court approval required.
Sec. 496.
A derivative proceeding shall 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 members or a class of shareholders or members, the court shall direct that notice be given to the shareholders or members affected and 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 court shall award the cost of the notice as special costs of the action, recoverable in the same manner as statutory taxable costs.
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) › 162-1982-4 - Chapter 4 (450.2401...450.2497) › Section 450.2497 - Derivative Proceeding; Termination.

450.2497 Derivative proceeding; termination.
Sec. 497.
If a derivative proceeding is terminated, 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, unless the judgment is rendered for the benefit of an injured shareholder or member only and limited to a recovery of the loss or damage sustained by the shareholder or member.
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 450.2501 - Board of Directors; Management of Business and Affairs of Corporation; Qualifications; Powers.

450.2501 Board of directors; management of business and affairs of corporation; qualifications; powers.
Sec. 501.
(1) 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 is not required to be a shareholder or member of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe qualifications for directors.
(2) The board of a corporation that is subject to the uniform prudent management of institutional funds act, 2009 PA 87, MCL 451.921 to 451.931, has the powers granted under both that act and this act. In the event of an inconsistency between the 2 acts, the uniform prudent management of institutional funds act, 2009 PA 87, MCL 451.921 to 451.931, controls.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2009, Act 88, Imd. Eff. Sept. 10, 2009 ;-- 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 450.2501a - Board of Directors; Minimum Age; Requirements.

450.2501a Board of directors; minimum age; requirements.
Sec. 501a.
(1) A corporation organized for purposes described in section 501(c)(3) of the internal revenue code of 1986 may include 1 or more directors on its board who are 16 or 17 years of age as long as that number does not exceed 1/2 the total number of directors required for a quorum for the transaction of business.
(2) If a corporation described in subsection (1) may have more than 1 director who is 16 or 17 years of age, the corporation shall state in its articles of incorporation the number of directors who may be 16 or 17 years of age.
History:
Add. 1998, Act 444, Imd. Eff. Dec. 30, 1998
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 450.2505 - Board; Number, Term, Election or Appointment, and Resignation of Directors.

450.2505 Board; number, term, election or appointment, and resignation of directors.
Sec. 505.
(1) The bylaws shall fix the number of directors or establish the manner for fixing the number, unless the articles of incorporation fix the number, subject to the following:
(a) The board of a private foundation and board of a corporation formed to provide care to a dentally underserved population under section 16625 of the public health code, 1978 PA 368, MCL 333.16625, shall consist of 1 or more directors.
(b) The board of a corporation that is not described in subdivision (a) shall consist of 3 or more directors.
(2) The articles of incorporation or a bylaw adopted by the shareholders, members, or incorporators of a corporation that is organized on a stock or membership basis may specify the term of office and the manner of election or appointment of directors. If the articles of incorporation or bylaws do not specify the term of office or manner of election or appointment of directors, the first board of directors shall hold office until the first annual meeting of shareholders or members. At the first annual meeting of shareholders or members and at each subsequent annual meeting the shareholders or members shall elect directors to hold office until the succeeding annual meeting, except as provided in section 506.
(3) The articles of incorporation or a bylaw of a corporation that is organized on a directorship basis shall specify the term of office and the manner of election or appointment of directors.
(4) A director shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal. A director may resign by written notice to the corporation. A resignation of a director is effective when it is received by the corporation or at a later time if a later time is stated in the notice of resignation.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 222, Imd. Eff. July 16, 2008 ;-- 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 450.2506 - Dividing Directors Up to 5 Classes; Election or Appointment; Term; Expiration.

450.2506 Dividing directors up to 5 classes; election or appointment; term; expiration.
Sec. 506.
(1) The articles of incorporation or a bylaw adopted by the shareholders, members, or incorporators of a corporation that is organized on a stock or membership basis may provide that in lieu of annual election of all directors the directors are divided into up to 5 classes, each of which is as nearly equal in number as possible, and elected or appointed for the terms and in the manner as specified in the articles of incorporation or bylaws. If the articles of incorporation or the bylaws do not specify the term of office for the classes of directors, the term of office of directors in the first class shall expire at the first annual meeting of shareholders or members after their election, and that of each succeeding class shall expire at the next annual meeting after their election corresponding with the number of their class. At each annual meeting after classes are established, the shareholders or members shall elect a number of directors equal to the number of the class whose term expires at the time of the meeting to hold office until the next annual meeting corresponding with the number of their class.
(2) A corporation that has more than 1 class of shares or membership may provide in its articles of incorporation or a bylaw adopted by each class of shareholders or members for the election of 1 or more directors by shareholders or members of a class, to the exclusion of other shareholders or members.
(3) The articles of incorporation or bylaws of a corporation that is organized on a directorship basis may provide that the directors are divided into up to 5 classes, elected or appointed for the terms and in the manner as specified in the articles of incorporation or bylaws.
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 450.2511 - Removal of Director; Vote.

450.2511 Removal of director; vote.
Sec. 511.
(1) The shareholders or members of a corporation that is organized on a stock or membership basis may remove 1 or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. A vote of a majority of the shares or members entitled to vote at an election of directors is required for removal, except that the articles of incorporation may require a higher vote for removal without cause. This subsection does not invalidate any bylaw adopted before the effective date of the amendatory act that added this sentence to the extent that the bylaw applies to removal without cause.
(2) The directors of a corporation that is organized on a directorship basis may remove 1 or more directors with cause. The vote of a majority of the directors then in office is required for a removal under this subsection. If authorized in the articles of incorporation or bylaws, a director of a corporation that is organized on a directorship basis who is appointed or elected by a person or persons other than the board of directors of the corporation may also be removed, with or without cause, by the person or persons that appointed or elected that director.
(3) If a corporation has cumulative voting, and 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 are sufficient to elect him or her if 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.
(4) If holders of a class of stock or of bonds or members of a class are entitled under the articles of incorporation or a bylaw adopted under section 506(2) 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 of stock, the holders of those bonds, or the members of that class.
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 450.2514 - Removal of Director by Circuit Court.

450.2514 Removal of director by circuit court.
Sec. 514.
(1) The circuit court for the county in which the principal place of business or registered office of a corporation is located may remove a director of the corporation from office in a proceeding commenced by the corporation, by its shareholders holding at least 10% of the outstanding shares of any class, or by 10% of the members 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) A court that removes a director under this section may bar him or her from serving as a director of the corporation for a period prescribed by the court.
(3) If shareholders or members commence a proceeding under subsection (1), they shall make the corporation a party defendant.
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 450.2515 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2515 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to filling of vacancies on board of directors.
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 450.2515a - Vacancy.

450.2515a Vacancy.
Sec. 515a.
(1) Unless otherwise limited in the articles of incorporation or bylaws, if a vacancy, including a vacancy resulting from an increase in the number of directors, occurs on a board, the corporation may fill the vacancy in any of the following manners:
(a) The shareholders of a corporation that is organized on a stock basis or the members of a corporation that is organized on a membership basis 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 of incorporation or bylaws, if the holders of any class or classes of stock or the members of any class or classes are entitled to elect 1 or more directors to the exclusion of other shareholders or members, vacancies of that class or classes 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 of stock or the members of that class or classes 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 the members of that class or classes.
(3) Unless otherwise limited in the articles of incorporation or bylaws, if a corporation's directors 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 was 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 member of a corporation that is organized on a membership basis, a personal representative, administrator, trustee, or guardian of a shareholder or member, or other fiduciary entrusted with the same responsibility for the person or estate of a shareholder or member, may call a special meeting of shareholders or members in accordance with the articles or the bylaws.
(5) A corporation may fill a vacancy that will occur at a specific date, by reason of a resignation that is effective at a later date under section 505 or otherwise, before the vacancy occurs, but a director who is elected or appointed under this subsection may not take office until the vacancy occurs.
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 450.2521 - Regular or Special Meetings of Board; Location; Notice; Attendance or Participation as Waiver of Notice; Participation by Means of Conference Telephone or Other Remote Communication.

450.2521 Regular or special meetings of board; location; notice; attendance or participation as waiver of notice; participation by means of conference telephone or other remote communication.
Sec. 521.
(1) A board may hold regular or special meetings of the board either in or outside of this state.
(2) A board may hold a regular meeting with or without notice as prescribed in the bylaws. A board may hold a special meeting after giving 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 when he or she arrives, objects to the meeting or the transacting of business at the meeting and after objecting does not vote for or assent to any action taken at the meeting. Unless required under the bylaws, notice or a waiver of notice of a meeting does not have to specify the business to be transacted or the purpose of, the regular or special meeting.
(3) Unless otherwise restricted in 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 if all individuals who are participating in the meeting can communicate with the other participants. Participation in a meeting under this subsection constitutes attendance in person at the meeting.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008 ;-- 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 450.2523 - Quorum; Vote Constituting Action of Board or Committee; Amendment of Bylaws.

450.2523 Quorum; vote constituting action of board or committee; amendment of bylaws.
Sec. 523.
(1) A majority of the members of a board who are then in office, or of the members of a committee of the board, constitutes a quorum for the transaction of business, unless the articles of incorporation or bylaws, or in the case of a committee, the board resolution that establishes the committee, provide for a larger or smaller number. However, a quorum of the board may not be less than 1/3 of the members of the board who are then in office and a quorum of an executive committee acting on behalf of the board under section 527 may not be less than 1/3 of members of the executive committee. 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 under this act, the articles of incorporation, or the bylaws, or in the case of a committee, the board resolution that establishes the committee.
(2) Amendment of the bylaws by a board requires the vote of not less than a majority of the members of the board then in office, unless the articles of incorporation or bylaws provide for a larger number.
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 450.2525 - Taking Action Without Meeting; Consent.

450.2525 Taking action without meeting; consent.
Sec. 525.
Unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the board or a committee of the board may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents 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.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008
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 450.2528 - Executive Committee Designated Under MCL 450.2527(1) or (3); Powers and Authority; Subcommittees.

450.2528 Executive committee designated under MCL 450.2527(1) or (3); powers and authority; subcommittees.
Sec. 528.
(1) An executive committee that is designated under section 527(1) or (3), to the extent provided in the resolution of the board, in the articles of incorporation, or in the bylaws, may exercise any or all powers and authority of the board in management of the business and affairs of the corporation. An executive committee does not have power or authority to do any of the following:
(a) Amend the articles of incorporation.
(b) Adopt an agreement of merger or conversion.
(c) Recommend to shareholders or members the sale, lease, or exchange of all or substantially all of the corporation's property and assets.
(d) Recommend to shareholders or members a dissolution of the corporation or a revocation of a dissolution.
(e) Amend the bylaws of the corporation.
(f) Fill vacancies in the board.
(g) Fix compensation of the directors for serving on the board or on a committee.
(h) Cancel shares or terminate memberships.
(2) Unless the resolution, articles of incorporation, or bylaws expressly provide the power or authority, an executive committee does not have power or authority to declare a distribution authorized under section 301 or to authorize the issuance of shares or memberships.
(3) Unless otherwise provided in the resolution, articles of incorporation, or bylaws, an executive committee may create 1 or more subcommittees. Each subcommittee shall consist of 1 or more members of the committee. An executive committee or the board may delegate to a subcommittee any or all of the powers and authority of the committee.
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 450.2529 - Submitting Matter to Vote.

450.2529 Submitting matter to vote.
Sec. 529.
A corporation may agree to submit a matter to a vote of its shareholders or members even if, after 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 or members.
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 450.2531 - Officers of Corporation; Membership; Election or Appointment; Individual Holding 2 or More Offices; Term of Office; Authority and Duties.

450.2531 Officers of corporation; membership; election or appointment; individual holding 2 or more offices; term of office; authority and duties.
Sec. 531.
(1) The officers of a corporation shall consist of a president, secretary, treasurer, and, if desired, a chairperson of the board, 1 or more vice presidents, and any other officers as prescribed in the bylaws or determined by the board. Unless otherwise provided in the articles of incorporation or bylaws, the board shall elect or appoint the officers.
(2) One individual may hold 2 or more offices, 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 of incorporation or bylaws to be executed, acknowledged, or verified by 2 or more officers.
(3) An officer shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal.
(4) An officer, as between himself or herself, other officers, and the corporation, has the authority and shall perform the duties in the management of the corporation provided in the bylaws, or determined in accordance with a resolution or resolutions of the board that is not inconsistent with the bylaws.
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 450.2535 - Removal of Officer; Suspension of Authority to Act; Contract Rights; Resignation of Officer; Notice.

450.2535 Removal of officer; suspension of authority to act; contract rights; resignation of officer; notice.
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 or members may be removed, with or without cause, only by vote of the shareholders or members. The authority of the officer to act as an officer may be suspended by the board for cause.
(2) The removal of an officer shall be without prejudice to the contract rights of the officer, 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:
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 450.2545 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2545 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to transaction between corporation and directors or officers, or between corporation and corporation or business corporation, firm, or association in which directors or officers have interest.
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 450.2546 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2546 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to establishing validity of contract described in MCL 450.2545.
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 450.2548 - Loan, Guaranty, or Assistance by Corporation for Officer or Employee.

450.2548 Loan, guaranty, or assistance by corporation for officer or employee.
Sec. 548.
(1) Unless otherwise prohibited by law or prohibited in the articles of incorporation or bylaws, 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 is reasonably expected to benefit the corporation, or the loan, guaranty, or assistance is provided under a plan authorizing loans, guaranties, or assistance that the board has reasonably determined will benefit the corporation.
(2) A loan, guaranty, or assistance described in subsection (1) may be with or without interest, and may be unsecured, or secured in a manner that the board approves, including a pledge of shares of stock of a corporation that is organized on a stock basis or pledge of a membership in a corporation that is organized on a membership basis.
(3) 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:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 222, Imd. Eff. July 16, 2008 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015