Michigan Compiled Laws 162-1982-5 Chapter 5 (450.2501...450.2571)

• Section 450.2501 Board Of Directors; Management Of Business And Affairs Of Corporation; Qualifications; Powers.
  (1) The business and affairs of a corporation shall be managed by or under the direction of its board, except as otherwise provided in...
• Section 450.2501a Board Of Directors; Minimum Age; Requirements.
  (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...
• Section 450.2505 Board; Number, Term, Election Or Appointment, And Resignation Of Directors.
  (1) The bylaws shall fix the number of directors or establish the manner for fixing the number, unless the articles of incorporation fix the...
• Section 450.2506 Dividing Directors Up To 5 Classes; Election Or Appointment; Term; Expiration.
  (1) The articles of incorporation or a bylaw adopted by the shareholders, members, or incorporators of a corporation that is organized on a stock...
• Section 450.2511 Removal Of Director; Vote.
  (1) The shareholders or members of a corporation that is organized on a stock or membership basis may remove 1 or more directors with...
• Section 450.2514 Removal Of Director By Circuit Court.
  (1) The circuit court for the county in which the principal place of business or registered office of a corporation is located may remove...
• Section 450.2515 Repealed. 2014, Act 557, Imd.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  Compiler's Notes: The repealed section pertained to filling of vacancies on board of directors.
• Section 450.2515a Vacancy.
  (1) Unless otherwise limited in the articles of incorporation or bylaws, if a vacancy, including a vacancy resulting from an increase in the number...
• 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.
  (1) A board may hold regular or special meetings of the board either in or outside of this state. (2) A board may hold...
• Section 450.2523 Quorum; Vote Constituting Action Of Board Or Committee; Amendment Of Bylaws.
  (1) A majority of the members of a board who are then in office, or of the members of a committee of the board,...
• Section 450.2525 Taking Action Without Meeting; Consent.
  Unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the...
• Section 450.2527 Designation Of Committees; Membership; Alternates; Absent Or Disqualified Member; Providing For Election Or Appointment Of Committees In Articles Or Bylaws.
  (1) Unless otherwise provided in the articles of incorporation or bylaws, the board may designate 1 or more executive committees, each executive committee to...
• Section 450.2528 Executive Committee Designated Under Mcl 450.2527(1) Or (3); Powers And Authority; Subcommittees.
  (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...
• Section 450.2529 Submitting Matter To Vote.
  A corporation may agree to submit a matter to a vote of its shareholders or members even if, after approving the matter, the board...
• Section 450.2531 Officers Of Corporation; Membership; Election Or Appointment; Individual Holding 2 Or More Offices; Term Of Office; Authority And Duties.
  (1) The officers of a corporation shall consist of a president, secretary, treasurer, and, if desired, a chairperson of the board, 1 or more...
• Section 450.2535 Removal Of Officer; Suspension Of Authority To Act; Contract Rights; Resignation Of Officer; Notice.
  (1) An officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the...
• Section 450.2541 Director Or Officer; Discharge Of Duties; Manner; Reliance On Certain Information; Compliance; Liability; Claim For Monetary Damages For Breach Of Volunteer Director's Duty; Commencement Of Action.
  (1) A director or officer shall discharge his or her duties as a director or officer including his or her duties as a member...
• Section 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...
• Section 450.2545a Transaction In Which Director Or Officer Has Interest.
  (1) A transaction in which a director or officer is determined to have an interest shall not be enjoined, set aside, or give rise...
• Section 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.
• Section 450.2548 Loan, Guaranty, Or Assistance By Corporation For Officer Or Employee.
  (1) Unless otherwise prohibited by law or prohibited in the articles of incorporation or bylaws, a corporation may lend money to, guarantee an obligation...
• Section 450.2551 Liability Of Directors For Certain Corporate Actions; Liability Of Shareholder Or Member Accepting Or Receiving Distribution Contrary To Act.
  (1) Directors who vote for or concur in any of the following corporate actions are jointly and severally liable to the corporation for its...
• Section 450.2552 Rights Of Director Against Whom Claim Successfully Asserted Under Mcl 450.2551.
  (1) A director against whom a claim is successfully asserted under section 551 is entitled to contribution from the other directors who voted for,...
• Section 450.2553 Presence Or Absence Of Director At Meeting At Which Action Under Mcl 450.2551 Taken; Presumption; Dissent.
  (1) If a director is present at a meeting of the board, or an executive committee of which he or she is a member,...
• Section 450.2554 Commencement Of Action Under Mcl 450.2551 Or 450.2552.
  An action against a director, shareholder, or member for recovery upon a liability imposed by section 551 shall be commenced within 3 years after...
• Section 450.2556 Volunteer's Acts Or Omissions; Claim For Monetary Damages.
  If the corporation's articles of incorporation contain a provision authorized under section 209(e), then a claim for monetary damages for a volunteer director, volunteer...
• Section 450.2561 Indemnification Of Director, Officer, Partner, Trustee, Employee, Nondirector Volunteer, Or Agent In Connection With Action, Suit, Or Proceeding; Conditions; Presumption.
  Unless otherwise provided by law or the articles of incorporation or bylaws of the corporation, a corporation has the power to indemnify a person...
• Section 450.2562 Indemnification Against Expenses Of Director, Officer, Partner, Trustee, Employee, Nondirector Volunteer, Or Agent In Connection With Action Or Suit By Or In Right Of Corporation; Conditions; Limitations.
  Unless otherwise provided by law or in the articles of incorporation or bylaws of the corporation, a corporation has the power to indemnify a...
• Section 450.2563 Indemnification For Expenses Of Director, Officer, Or Nondirector Volunteer Successful In Defense Of Action, Suit, Or Proceeding Referred To In Mcl 450.2561 Or 450.2562.
  Unless otherwise provided by law or under the articles of incorporation or bylaws of the corporation, to the extent that a director, officer, or...
• Section 450.2564 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
  Compiler's Notes: The repealed section pertained to advance payment by corporation of expenses incurred in defending action, suit, or proceeding described in MCL 450.2561 or
• Section 450.2564a Indemnification Of Director, Officer, Employee, Nondirector Volunteer, Or Agent Under Mcl 450.2561 Or 450.2562; Authorization; Basis; Determination; Evaluation; Designation Of Committee Or Selection Of Legal Counsel; Indemnification For Portion Of Expenses; Payment; Indemnification Of Director For Expenses And Liabilities.
  (1) Except as otherwise provided in subsection (5), unless ordered by the court, a corporation shall indemnify a director, officer, employee, nondirector volunteer, or...
• Section 450.2564b Expenses Incurred By Director, Officer, Employee, Nondirector Volunteer, Or Agent; Reimbursement; Agreement; Advances.
  (1) A corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee, nondirector volunteer, or agent of the corporation or...
• Section 450.2564c Indemnification Of Director, Officer, Employee, Nondirector Volunteer, Or Agent; Application To Court; Determination.
  A director, officer, employee, nondirector volunteer, or agent of the corporation that is a party or threatened to be made a party to an...
• Section 450.2565 Indemnification Or Advance Of Expenses Not Exclusive Of Other Rights; Limitation; Continuation; Amended Provision.
  (1) An indemnification or advance of expenses provided under sections 561 to 564c is not exclusive of other rights to which a person seeking...
• Section 450.2567 Purchase And Maintenance Of Insurance On Behalf Of Director, Officer, Employee, Nondirector Volunteer, Or Agent.
  (1) A corporation may purchase and maintain insurance on behalf of any person that is or was a director, officer, employee, nondirector volunteer, or...
• Section 450.2569 Scope Of "Corporation" For Purposes Of Mcl 450.2561 To 450.2567.
  For purposes of sections 561 to 567, "corporation" includes all constituent corporations absorbed in a consolidation or merger, any corporation converted into another business...
• Section 450.2571 Definitions.
  As used in sections 561 to 567: (a) "Fines" includes any excise taxes assessed on a person with respect to an employee benefit plan....

Last modified: October 10, 2016