Michigan Compiled Laws 162-1982-4 Chapter 4 (450.2401...450.2497)

• Section 450.2401 Meetings Of Shareholders Or Members; Location.
  Meetings of shareholders or members may be held at a place within or without this state as provided in the bylaws. In the absence...
• Section 450.2402 Annual Meeting Of Shareholders Or Members For Election Of Directors And Conduct Other Business; Failure To Hold Meeting At Designated Time Or Elect Sufficient Number Of Directors; Adjournment Of Meeting; Court Order To Hold Meeting Or Election; Quorum.
  A corporation shall hold an annual meeting of its shareholders or members, to elect directors and conduct any other business that may come before...
• Section 450.2403 Special Meeting Of Shareholders Or Members; Court Order; Quorum.
  The board may call a special meeting of shareholders or members or the officers, directors, shareholders, or members may call a special meeting as...
• Section 450.2404 Notice Of Time, Place, And Purposes Of Meeting Of Shareholders Or Members; Manner; Contents; Notice Of Adjourned Meeting; Notice Not Given; Attendance At Meeting; Participating And Voting By Remote Communication; Meeting Without Notice.
  (1) Except as otherwise provided in this act, written notice of the time, place, if any, and purposes of a meeting of shareholders or...
• Section 450.2405 Shareholder, Member, Or Proxy Holder Participation In Meeting By Conference Telephone Or Other Means Of Remote Communication; Conditions; Participation As Presence In Person At Meeting; Participating And Voting By Remote Communication.
  (1) Unless otherwise restricted by the articles of incorporation or bylaws, a shareholder, member, or proxy holder may participate in a meeting of shareholders...
• Section 450.2406 Chairperson Presiding At Meeting Of Shareholders Or Members; Powers, Duties, And Authority.
  (1) At each meeting of shareholders or members, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in...
• Section 450.2406a Notice By Electronic Transmission.
  In addition to any other form of notice to a shareholder or member permitted by the articles of incorporation, the bylaws, or this chapter,...
• Section 450.2407 Taking Corporate Action Without Meeting; Consent; Notice; Statement On Filed Certificate; Consent By Electronic Transmission; Delivery.
  (1) The articles of incorporation may provide that any action the shareholders or members are required or permitted by this act to take at...
• Section 450.2408 Taking Corporate Action Without Meeting; Shareholder Or Member Action By Ballot; Requirements; Revocation Of Ballot; Inclusion Of Proposed Action In Ballot; Statement Of Certificate.
  (1) A corporation may provide in its articles of incorporation or in bylaws that are approved by the shareholders or members that any action...
• Section 450.2409 Taking Corporate Action Without Meeting; Voting By Shareholder Or Member At Polling Place; Accessibility; Requirements; Revocation Of Ballot; Inclusion Of Proposed Action In Ballot; Statement On Certificate.
  (1) A corporation may provide in its articles of incorporation or in bylaws that are approved by the shareholders or members that any action...
• Section 450.2411 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
  Compiler's Notes: The repealed section pertained to fixing record date for determination of shareholders or members entitled to notice and vote.
• Section 450.2412 Record Date.
  (1) Except as provided in this subsection, for the purpose of determining which shareholders or members are entitled to notice of and to vote...
• Section 450.2413 Making And Certifying List Of Shareholders Or Members Entitled To Vote At Meeting Or Adjournment; Requirements; Noncompliance; Adjournment Of Meeting; Validity Of Action Taken.
  (1) The officer or agent responsible for the shareholder or membership records of a corporation shall make and certify a complete list of the...
• Section 450.2415 Quorum; Continuing Conduct Of Business If Less Than Quorum; Adjournment Of Meeting; Shareholders Entitled To Vote Separately.
  (1) Unless a greater or lesser quorum is provided in the articles of incorporation, in a bylaw adopted by the shareholders, members, or incorporators,...
• Section 450.2421 Authorizing Person To Act For Shareholder Or Member By Proxy; Election Of Directors By Proxy; Validity; Revocability; Methods Of Granting Authority; Use Of Copy, Facsimile, Or Reproduction.
  (1) Except as otherwise provided by statute, in the articles of incorporation, or in a bylaw that is adopted by the shareholders or members...
• Section 450.2422 Irrevocable Proxy.
  A proxy that is entitled "irrevocable proxy", and that states that it is irrevocable, is irrevocable when it is held by any of the...
• Section 450.2423 Revocability Of Proxy.
  (1) A proxy described in section 422 becomes revocable, notwithstanding a provision that makes it irrevocable, after the pledge is redeemed, the security interest...
• Section 450.2431 Inspectors At Shareholders' Or Members' Meeting; Waiver; Appointment And Duties; Failure To Appoint; Vacancy; Report; Evidence.
  (1) If the bylaws require inspectors at a shareholders' or members' meeting, the requirement is waived unless compliance therewith is requested by a shareholder...
• Section 450.2432 Beneficial Owner Of Shares Or Memberships Registered In Name Of Nominee; Recognition By Corporation As Shareholder Or Member; Procedure.
  (1) A corporation may establish a procedure under which the beneficial owner of shares or memberships that are registered in the name of a...
• Section 450.2441 Voting Generally.
  (1) Each outstanding share or member is entitled to 1 vote on each matter submitted to a vote, unless otherwise provided under section 303...
• Section 450.2442 Voting As Class.
  (1) The articles of incorporation or bylaws may provide that a class of shares or members shall vote as a class to authorize any...
• Section 450.2443 Grouping Of Members In Local Units; Basis; Purpose; Actions Authorized By Bylaws; Incorporation And Powers Of Local Units; Powers, Rights, And Privileges Of Elected Representatives Or Delegates.
  (1) The articles of incorporation or bylaws adopted by the members of a nonstock corporation may provide that members or a class or classes...
• Section 450.2444 Voting By Corporation Or Business Corporation; Voting Of Pledged Shares.
  (1) Shares or memberships that are held by another domestic corporation, domestic business corporation, foreign corporation, or foreign business corporation, whether or not the...
• Section 450.2445 Voting Of Shares Or Membership Held By Person In Representative Or Fiduciary Capacity Or Held Jointly By Fiduciaries.
  (1) The vote of shares or a membership held by a person in a representative or fiduciary capacity may be cast by that person...
• Section 450.2446 Voting Of Shares Or Membership Held By Joint Tenants Or Tenants In Common.
  Shares or a membership that are held by 2 or more persons as joint tenants or as tenants in common may be voted at...
• Section 450.2447 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
  Compiler's Notes: The repealed section pertained to prohibition against voting on treasury shares and certain other shares held by corporation.
• Section 450.2447a Voting Of Shares Or Memberships If Owned By Another Corporation Or Business Corporation.
  Unless specifically otherwise provided in the articles of incorporation or bylaws, absent an order of a court of competent jurisdiction based on a determination...
• Section 450.2448 Redemption Of Shares; Voting.
  After written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem the shares has...
• Section 450.2451 Voting For Directors.
  (1) The articles of incorporation of a corporation that is organized on a stock or membership basis may provide that a shareholder or member...
• Section 450.2455 Action Requiring Vote Or Concurrence Of Greater Proportion Of Shares, Members, Or Class Than Required By Act; Amendment Of Articles Of Incorporation.
  With respect to an action to be taken by the shareholders or members, if the articles of incorporation require the vote or concurrence of...
• Section 450.2461 Agreement As To Voting Rights.
  An agreement between 2 or more shareholders or members, if it is in writing and signed by the parties, may provide that in exercising...
• 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.
  (1) If shares or memberships of a corporation are transferable, a shareholder or member may confer on a trustee the right to vote or...
• Section 450.2467 Shares Or Memberships Subject To Voting Trust; Liability Of Trustee; Designation Of 2 Or More Persons As Voting Trustees.
  (1) A trustee that votes shares or memberships that are subject to a voting trust under section 466 is not liable as a shareholder,...
• Section 450.2468 Extension Of Voting Trust Agreement.
  (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...
• Section 450.2471 Shares As Personal Property; Transfer; Applicability Of Mcl 440.8101 To 440.8601.
  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...
• Section 450.2472 Transfer Or Registration Of Bond, Share, Or Membership; Written Restriction.
  (1) The articles of incorporation, the bylaws, or an agreement among any number of holders of bonds, shares, or memberships, or among the holders...
• Section 450.2473 Transfer Or Registration Of Bond, Share, Or Membership; Imposition Of Restrictions; Conditions.
  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...
• Section 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.
• Section 450.2485 Books, Records, And Minutes.
  A corporation shall keep books and records of account and minutes of the proceedings of its shareholders or members, board, and executive committee, if...
• Section 450.2487 Mailing Balance Sheet And Statements To Shareholder Or Member Upon Request; Inspection During Regular Business Hours; Written Demand; "Proper Purpose" Defined; Order Compelling Inspection; Burden Of Proof; Powers Of Court; Inspection By Director; Costs; Holder Of Voting Trust Certificate As Shareholder Or Member; Right To Inspect Prohibited Or Limited; Definitions.
  (1) If requested in writing by a shareholder or member, a corporation shall mail to the shareholder or member its balance sheet as at...
• Section 450.2488 Agreement Among Members Of Corporation.
  (1) Subject to subsection (11), an agreement among the members of a corporation that is organized on a membership basis, among the shareholders of...
• Section 450.2489 Court Action That Certain Acts Illegal, Fraudulent, Or Willfully Unfair And Oppressive; Order Or Relief; "Willfully Unfair And Oppressive Conduct" Defined.
  (1) A director of a corporation that is organized on a directorship basis, a shareholder of a corporation that is organized on a stock...
• Section 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.
• Section 450.2491a Definitions.
  As used in this section and sections 492a to 497: (a) "Derivative proceeding" means a civil suit in the right of a domestic corporation...
• Section 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.
• Section 450.2492a Derivate Proceeding; Criteria To Be Met By Shareholder Or Member.
  A shareholder or member may not commence or maintain a derivative proceeding unless the shareholder or member meets all of the following criteria: (a)...
• Section 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.
• Section 450.2493a Derivative Proceeding; Commencement.
  A shareholder, member, or director may not commence a derivative proceeding until all of the following have occurred: (a) A written demand is made...
• Section 450.2494 Derivative Proceeding; Investigation; Issuance Of Stay.
  If the corporation commences an investigation of the allegations made in a demand under section 493 or a complaint in a derivative proceeding, the...
• Section 450.2495 Derivative Proceeding; Dismissal.
  (1) On a motion by the corporation in a derivative proceeding, the court shall dismiss the proceeding if the court finds that 1 of...
• Section 450.2496 Derivative Proceeding; Discontinuance Or Settlement; Court Approval Required.
  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...
• Section 450.2497 Derivative Proceeding; Termination.
  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...

Last modified: October 10, 2016