Michigan Compiled Laws 284-1972-5 Chapter 5 Directors And Officers (450.1501...450.1571)

• Section 450.1501 Management Of Corporation; Qualifications Of Director.
  The business and affairs of a corporation shall be managed by or under the direction of its board, except as otherwise provided in this...
• Section 450.1505 Number, Election, And Term Of Directors; Resignation; Designation, Compensation, And Expenses Of Independent Director; Communication Of Independent Director With Shareholders.
  (1) The board shall consist of 1 or more members. The number of directors shall be fixed by, or in the manner provided in,...
• Section 450.1506 Division Of Directors Into Classes; Terms Of Directors In First, Second, Or Third Class; Election.
  (1) The articles of incorporation or a bylaw adopted by the shareholders or incorporators may provide that in lieu of annual election of all...
• Section 450.1511 Removal Of Directors By Shareholders.
  (1) The shareholders may remove 1 or more directors with or without cause unless the articles of incorporation provide that directors may be removed...
• Section 450.1514 Removal Of Director By Court.
  (1) The circuit court of the county in which the principal place of business or registered office of the corporation is located may remove...
• Section 450.1515 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to vacancy on board of directors.
• Section 450.1515a Filling Vacancy In Board.
  (1) Unless otherwise limited by the articles of incorporation, if a vacancy, including a vacancy resulting from an increase in the number of directors,...
• Section 450.1521 Regular Or Special Meetings Of Board.
  (1) Regular or special meetings of a board may be held either in or outside this state. (2) A regular meeting may be held...
• Section 450.1523 Quorum; Majority Vote As Constituting Action Of Board.
  (1) A majority of the members of the board then in office, or of the members of a committee of the board, constitutes a...
• Section 450.1525 Consent To Action Of Board Without Meeting.
  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 450.1527 Committees; Designation By Board; Membership; Absence Or Disqualification Of Member; Terms.
  (1) Unless otherwise provided in the articles of incorporation or bylaws, the board may designate 1 or more committees, each committee to consist of...
• Section 450.1528 Committees; Powers And Authority; Limitations; Subcommittees.
  (1) A committee designated under section 527, to the extent provided in a resolution of the board or in the bylaws, may exercise all...
• Section 450.1529 Submission Of Matter To Shareholder Vote.
  A corporation may agree by contract to submit a matter to a vote of its shareholders even if, after initially approving the matter, the...
• Section 450.1531 Officers Of Corporation; Election Or Appointment; Holding 2 Or More Offices; Authority And Duties.
  (1) The officers of a corporation shall consist of a president, secretary, treasurer, and, if desired, a chairman of the board, 1 or more...
• Section 450.1535 Removal Or Resignation Of Officers; Contract Rights.
  (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 450.1541 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to discharge of duties by director or officer.
• Section 450.1541a Director Or Officer; Manner Of Discharging Duties; Reliance On Information, Opinions, Reports, Or Statements; Action Against Director Or Officer; Limitations.
  (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 450.1545 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to contracts or transactions involving interested directors or officers.
• Section 450.1545a Interest Of Director Or Officer In Transaction; Compensation Of Directors.
  (1) A transaction in which a director or officer is determined to have an interest shall not, because of the interest, be enjoined, set...
• Section 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.
• Section 450.1548 Loan, Guaranty, Or Assistance By Corporation To Director, Officer, Or Employee.
  (1) A corporation may lend money to, guarantee an obligation of, or otherwise assist an officer or employee of the corporation or a subsidiary,...
• Section 450.1551 Liability Of Directors For Corporate Actions; Liability Of Shareholders Accepting Or Receiving Share Dividend Or Distribution.
  (1) Directors who vote for, or concur in, any of the following corporate actions are jointly and severally liable to the corporation for the...
• Section 450.1552 Rights Of Director Against Whom Claim Is Successfully Asserted Under Mcl 450.1551.
  (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 450.1553 Presumption Of Concurrence By Director In Corporation Action; Effect Of Dissent.
  A director who is present at a meeting of the board, or a committee thereof of which he is a member, at which action...
• Section 450.1554 Action Against Director Or Shareholder; Limitation.
  An action against a director or shareholder for recovery upon a liability imposed by section 551 shall be commenced within 3 years after the...
• Section 450.1561 Indemnification Of Certain Persons Generally.
  A corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to...
• Section 450.1562 Additional Provisions For Indemnification Of Certain Persons.
  A corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to...
• Section 450.1563 Indemnification Against Actual And Reasonable Expenses.
  To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of an action,...
• Section 450.1564 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to payment of defense expenses in advance.
• Section 450.1564a Indemnification Under Mcl 450.1561, Mcl 450.1562, Or Mcl 450.1563; Determination And Evaluation; Designation Of Committee Or Selection Of Independent Legal Counsel; Partial Indemnification; Payment Authorization; Indemnification For Expenses And Liabilities.
  (1) Except as otherwise provided in subsection (5), an indemnification under section 561 or 562, unless ordered by the court or required under section...
• Section 450.1564b Payment Or Reimbursement Of Party In Advance Of Final Disposition Of Proceeding; Undertaking As Unlimited General Obligation; Evaluation Of Reasonableness; Advancement Of Expenses.
  (1) A corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee, or agent of the corporation, or by a...
• Section 450.1564c Application For Indemnification To Court; Determination.
  A director, officer, employee, or agent of the corporation who is a party or threatened to be made a party to an action, suit,...
• Section 450.1565 Limitation On Total Amount Of Expenses Advanced Or Indemnified; Duration Of Indemnification; Elimination Or Impairment.
  (1) The indemnification or advancement of expenses provided under sections 561 to 564c is not exclusive of other rights to which a person seeking...
• Section 450.1567 Liability Insurance.
  (1) A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of...
• Section 450.1569 “corporation” Defined For Purposes Of Mcl 450.1561 To 450.1567; "Business Organization" Defined.
  (1) For purposes of sections 561 to 567, "corporation" includes all constituent corporations absorbed in a consolidation or merger, any corporation converted into another...
• Section 450.1571 Definitions.
  For the purposes of sections 561 to 567: (a) “Fines” shall include any excise taxes assessed on a person with respect to an employee...

Last modified: October 10, 2016