Michigan Compiled Laws 284-1972-4 Chapter 4 Shareholders (450.1401...450.1497)

• Section 450.1401 Meetings Of Shareholders; Place.
  Meetings of shareholders may be held at a place within or without this state as provided in the bylaws. In the absence of such...
• Section 450.1402 Annual Meeting Of Shareholders.
  An annual meeting of shareholders for election of directors and for such other business as may come before the meeting shall be held at...
• Section 450.1403 Special Meeting Of Shareholders.
  A special meeting of shareholders may be called by the board, or by officers, directors or shareholders as provided in the bylaws. Notwithstanding any...
• Section 450.1404 Meetings Of Shareholders; Notice; Adjournment; Result Of Shareholder's Attendance At Meeting.
  (1) Except as otherwise provided in this act, written notice of the time, place if any, and purposes of a meeting of shareholders shall...
• Section 450.1405 Participating In Meeting Of Shareholders By Conference Telephone Or Remote Communications.
  (1) Unless otherwise restricted by the articles of incorporation or bylaws, a shareholder may participate in a meeting of shareholders by a conference telephone...
• Section 450.1406 Meeting Of Shareholders; Duties Of Chairperson.
  (1) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence...
• Section 450.1406a Electronic Transmission As Notice; Consent.
  In addition to any other form of notice to a shareholder permitted by the articles of incorporation, the bylaws, or this chapter, any notice...
• Section 450.1407 Corporate Action Without Meeting Of Shareholders.
  (1) The articles of incorporation may provide that any action required or permitted by this act to be taken at an annual or special...
• Section 450.1411 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to record date for determination of shareholders.
• Section 450.1412 Fixing Record Dates For Certain Purposes.
  (1) For the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment of a...
• Section 450.1413 List Of Shareholders Entitled To Vote.
  (1) The officer or agent having charge of the stock transfer books for shares of a corporation shall make and certify a complete list...
• Section 450.1415 Shareholder Meeting; Quorum.
  (1) Unless a greater or lesser quorum is provided in the articles of incorporation, in a bylaw adopted by the shareholders or incorporators, or...
• Section 450.1421 Proxy; Expiration; Means; Use Of Reproduction Of Writing Or Transmission; Revocability; Incompetence Or Death Of Shareholder.
  (1) A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons...
• Section 450.1422 Irrevocable Proxy.
  A proxy which is entitled “irrevocable proxy”, and which states that it is irrevocable, is irrevocable when it is held by any of the...
• Section 450.1423 Revocable Proxy.
  (1) A proxy becomes revocable, notwithstanding a provision making it irrevocable, after the pledge is redeemed or the security interest is terminated, or the...
• Section 450.1431 Inspectors At Shareholders' Meetings.
  (1) If the bylaws require inspectors at a shareholders' meeting, the requirement is waived unless compliance therewith is requested by a shareholder present in...
• Section 450.1432 Procedure Recognizing Beneficial Owner Of Shares As Shareholder.
  (1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is...
• Section 450.1441 Voting By Shareholders.
  (1) Each outstanding share is entitled to 1 vote on each matter submitted to a vote of the shareholders, unless otherwise provided in the...
• Section 450.1442 Voting As A Class Or Series.
  (1) The articles of incorporation may provide that a class or series of shares shall vote as a class or series to authorize any...
• Section 450.1444 Voting Shares Standing In Name Of Another Corporation; Voting Pledged Shares.
  (1) Shares standing in the name of another domestic or foreign corporation, whether or not the corporation is subject to this act, may be...
• Section 450.1445 Voting Shares Held By Representatives Or Fiduciaries.
  (1) Shares held by a person in a representative or fiduciary capacity may be voted by him without a transfer of the shares into...
• Section 450.1446 Voting By Joint Tenants Or Tenants In Common.
  Shares held by 2 or more persons as joint tenants or as tenants in common may be voted at a meeting of shareholders by...
• Section 450.1447 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to voting of treasury shares or shares sufficient to elect majority of directors of another corporation.
• Section 450.1447a Voting Shares Owned By Second Corporation.
  Absent an order of a court of competent jurisdiction based upon a determination that special circumstances exist and the best interests of the corporation...
• Section 450.1448 Voting Of Redeemable Shares.
  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 450.1451 Cumulative Voting.
  The articles of incorporation may provide that a shareholder entitled to vote at an election for directors may vote, in person or by proxy,...
• Section 450.1455 Articles Control Where Voting Requirements Exceed Those Of Act.
  With respect to an action to be taken by the shareholders, if the articles of incorporation require the vote or concurrence of the holders...
• Section 450.1461 Voting Agreements Between Shareholders.
  An agreement between 2 or more shareholders, if in writing and signed by the parties, may provide that in exercising voting rights, the shares...
• Section 450.1463 Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997.
  Compiler's Notes: The repealed section pertained to management provision in articles of incorporation.
• Section 450.1466 Voting Trust Agreement; Certificates.
  A shareholder may confer upon a trustee the right to vote or otherwise represent his shares for not to exceed 10 years, by entering...
• Section 450.1467 Responsibility Of Voting Trustee; Determination Of Right To Vote And Manner Of Voting.
  (1) A trustee who votes shares subject to a voting trust incurs no responsibility as shareholder, trustee or otherwise, except for his malfeasance. (2)...
• Section 450.1468 Extending Duration Of Voting Trust Agreement.
  (1) At any time within 12 months before expiration of a voting trust agreement as originally fixed or as extended as herein provided, 1...
• Section 450.1471 Shares As Personal Property; Shares Transferable.
  The shares of a corporation are personal property and are transferable in accordance with article 8 of the uniform commercial code, 1962 PA 174,...
• Section 450.1472 Restriction On Transfer Or Registration Of Transfer Of Bond Or Share; Imposition; Enforcement.
  (1) A restriction on the transfer or registration of transfer of a bond or share of a corporation may be imposed by the articles...
• Section 450.1473 Permissible Restrictions On Transfer Or Registration Of Transfer Of Bonds Or Shares.
  In particular and without limitation of the generality of the power granted by subsection (1) of section 472 to impose restrictions, a restriction on...
• Section 450.1481 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to preemptive rights.
• Section 450.1485 Corporate Books, Records, And Minutes.
  A corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board, and executive committee, if any. Unless...
• Section 450.1487 Request For Balance Sheet, Statement Of Income, And Statement Of Source And Application Of Funds; Inspection Of Records; Court Order; Definition; Holder Of Voting Trust Certificate Deemed Shareholder.
  (1) Upon written request of a shareholder, a corporation shall mail to the shareholder its balance sheet as at the end of the preceding...
• Section 450.1488 Shareholder Agreement.
  (1) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though...
• Section 450.1489 Action By Shareholder.
  (1) A shareholder may bring an action in the circuit court of the county in which the principal place of business or registered office...
• Section 450.1491 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to parties and complaint in derivative action.
• Section 450.1491a 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 450.1492 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to discontinuance, compromise, or settlement of derivative action.
• Section 450.1492a Commencement Of Derivative Proceeding By Shareholder; Criteria.
  A shareholder may not commence or maintain a derivative proceeding unless the shareholder meets all of the following criteria: (a) The shareholder was a...
• Section 450.1493 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to expenses of derivative action.
• Section 450.1493a Commencement Of Derivative Proceeding By Shareholder; Criteria.
  A shareholder may not commence a derivative proceeding until all of the following have occurred: (a) A written demand has been made upon the...
• Section 450.1494 Stay Of Derivative Proceeding; Condition.
  If the corporation commences an investigation of the allegations made in the demand or complaint, the court may stay any derivative proceeding for a...
• Section 450.1495 Dismissal Of Derivative Proceeding; Determination.
  (1) The court shall dismiss a derivative proceeding if, on motion by the corporation, the court finds that 1 of the groups specified in...
• Section 450.1496 Discontinuance Or Settlement Of Derivative Proceeding; Judicial Approval; Notice; Expense.
  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...
• Section 450.1497 Termination Of Derivative Proceeding; Order Of Court.
  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...

Last modified: October 10, 2016