Michigan Compiled Laws 218-1956-52 Chapter 52 Corporate Powers, Procedures Of Stock And Mutual Insurers (500.5200...500.5290)

• Section 500.5200 Applicability Of Chapter.
  (1) This chapter applies only to domestic stock, mutual, and cooperative plan insurers, including limited liability pools; except, that sections 5242 and 5252 apply...
• Section 500.5202 Life, Accident Or Sickness Insurers; Reorganization Under Code.
  Any company organized to transact the business of life insurance or insurance against accident or sickness under any laws of this state in force...
• Section 500.5204 Companies Deemed Bodies Corporate And Politic; Corporation Law Applicable.
  All companies formed under the insurance laws of this state shall be deemed bodies corporate and politic, in fact and in name, and shall...
• Section 500.5205 Proof Of Corporate Existence And Authority To Insure.
  If it is necessary, in any legal proceedings, to prove the corporate existence of a domestic insurer, a copy of the articles of incorporation,...
• Section 500.5206 Corporate Powers; Enumeration; Exercise By Board Of Directors.
  (1) Every corporation, unless otherwise provided, or inconsistent with the act under which a particular corporation is or shall have been formed shall have...
• Section 500.5208 Corporate Powers; Limitations; Applicability Of Prohibition; Services Performed In Connection With Noninsured Benefit Plan; Provisions; Interference With Rights And Obligations Under Collective Bargaining Agreement Prohibited; Report; Liability Of Employee Covered Under Noninsured Benefit Plan; “noninsured Benefit Plan” Or “plan” Defined.
  (1) The corporate powers of an insurer incorporated in this state is limited to the issuance of policies insuring persons or property or other...
• Section 500.5208a Definitions; Prohibited Conduct; Probable Cause Of Violation; Notice Of Hearing; Opportunity To Confer And Discuss Complaint And Proceedings; Action For Damages; Hearing; Findings And Decision; Cease And Desist Order; Processing Claims For Benefits; Interest; Claim Form; Service Contract Provisions; Violation Of Section; Penalties; Severability.
  (1) As used in this section: (a) “Noninsured benefit plan” means a benefit plan without insurance or the noninsured portion of a benefit plan...
• Section 500.5209 Insurer's Name; Restrictions.
  Except as otherwise provided in this section, an insurer shall transact its business under its own name and shall not adopt any assumed name....
• Section 500.5210 Dealing In Commodities Prohibited; Exception.
  No domestic property or marine or inland navigation and transportation, or automobile (limited) insurer shall, directly or indirectly, deal or trade in buying or...
• Section 500.5214 Articles Of Incorporation; Amendment.
  (1) An insurer may amend its articles of incorporation at any annual meeting of the stockholders or members or at any special meeting called...
• Section 500.5215 Articles Of Domestic Stock Insurer; Amendment As To Increase, Decrease, Or Reclassification Of Capital Stock.
  (1) A domestic stock insurer may increase or decrease its authorized capital stock or reclassify the same by changing the number, par value, designations,...
• Section 500.5216 Articles; Amendment As To Reduction Of Capital; Condition; Methods Of Effecting Reduction.
  (1) Any such stock life, disability, casualty, title or fidelity and surety insurer may by provision in its articles of incorporation or by amendment...
• Section 500.5218 Increase Or Decrease Of Capital Stock; Authorization By Commissioner; Approval By Stockholders; Vote; Final Approval; Par Value Of Stock; Issuance Of New Stock.
  (1) A domestic stock property, marine, inland navigation and transportation, or automobile (limited) insurer may increase or decrease its capital stock in the manner...
• Section 500.5220 Blank Forms For Amending Articles.
  The commissioner shall prepare and keep on hand blank forms covering the procedure for amending articles of incorporation of domestic insurers, which forms may...
• Section 500.5222 Corporate Life; Extension.
  An insurance corporation whose term is about to expire by limitation may, at any time within 2 years before the expiration of the term,...
• Section 500.5224 Corporate Life; Expiration, Liquidation.
  In case the stockholders or members thereof shall not, before the expiration of the corporate existence of a domestic insurer organize a new corporation...
• Section 500.5228 Bylaws; Adoption; Filing.
  (1) The stockholders or members of a corporation may adopt bylaws that they consider advisable. (2) The directors of a domestic insurer may make...
• Section 500.5230 Special Meetings Of Stockholders Or Members; Notice Of Meetings.
  (1) Special meetings of the stockholders or members of a domestic stock or mutual insurer may be called for purposes other than those contemplated...
• Section 500.5232 Voting Rights; Stockholders, Members, Proxies, Fiduciaries, Pledgees.
  Each stockholder or member of a domestic stock or mutual insurer shall at every meeting of the stockholders or members thereof be entitled to...
• Section 500.5234 Stockholders And Members; Voting Rights, Quorum.
  A majority of the shares entitled to vote on a particular subject matter at any meeting of the stockholders shall constitute a quorum for...
• Section 500.5236 Voting Rights; Inspectors Of Election.
  Whenever any stockholder or member present at a meeting of stockholders or members of an insurer shall request the appointment of inspectors, the chairman...
• Section 500.5238 Trustees Or Directors; Residency Requirement; Director As Policyholder Of Insurer; Meetings; Frequency; Oath.
  (1) In all insurers organized under the laws of Michigan, at least 1 of the trustees or directors shall be a resident of the...
• Section 500.5239 Repealed. 1988, Act 290, Eff. Jan. 1, 1989.
  Compiler's Notes: The repealed section pertained to liability of directors for delinquency.Popular Name: Act 218
• Section 500.5240 Discharging Duties Of Director Or Officer; Commencement Of Action For Failure To Perform Duties.
  (1) A director or an officer shall discharge the duties of that position in good faith and with that degree of diligence, care, and...
• Section 500.5241 Indemnification Against Expenses Of Action, Suit, Or Proceeding 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 500.5242 Indemnification Against Expenses Of Action, Suit, Or Proceeding; Additional Provisions.
  A corporation has the power to indemnify a person who was or is a party to or is threatened to be made a party...
• Section 500.5242a Indemnification Against Expenses Of Action, Suit, Or Proceeding; Mandatory; Standard Of Conduct; Determination.
  (1) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense...
• Section 500.5242b Payment Of Expenses In Advance Of Final Disposition Of Action, Suit, Or Proceeding; Undertaking.
  Expenses incurred in defending a civil or criminal action, suit, or proceeding described in section 5241 or 5242 may be paid by the corporation...
• Section 500.5242c Indemnification Or Advancement Of Expenses Not Exclusive Of Other Rights; Indemnification Inuring To Benefit Of Heirs, Executors, And Administrators.
  (1) The indemnification or advancement of expenses provided under sections 5241 to 5242b is not exclusive of other rights to which a person seeking...
• Section 500.5242d “corporation” Defined For Purposes Of Mcl 500.5241 To 500.5242c.
  For purposes of sections 5241 to 5242c, “corporation” includes all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation,...
• Section 500.5243 Repealed. 1988, Act 290, Eff. Jan. 1, 1989.
  Compiler's Notes: The repealed section pertained to indemnification and reimbursement of directors, officers, or employees.Popular Name: Act 218
• Section 500.5244 Liability For Payment Under Invalid Law Or Ordinance.
  No personal liability shall arise against any director, trustee, officer, or agent of any insurer by reason of any payment made by or on...
• Section 500.5245 Board Of Directors; Quorum; Special Meetings; Consent To Action Taken Without Meeting.
  (1) A majority of the board of directors constitutes a quorum for the transaction of business, and the acts of a majority of the...
• Section 500.5246 Officers And Agents; Appointment, Removal, Bond.
  The board of directors of a domestic insurer shall select a president, a secretary, and a treasurer, or such equivalent officers as may be...
• Section 500.5248 Directors, Officers, And Employees Of Domestic Insurer; Compensation.
  (1) No domestic insurer shall pay any salary, compensation, or emolument to any officer or director of the domestic insurer unless the payment is...
• Section 500.5252 Director Or Officer Of Insurance Corporation; Receiving Money Or Valuables For, Or Having Pecuniary Interest In, Purchase, Sale, Or Loan Prohibited; Certain Transactions Not Prohibited; Issuing Certificate Of Exemption; Hearing; Refusal To Issue Certificate; Order; Judicial Review; Violation As Felony; Penalty.
  (1) A director or officer of an insurance corporation doing business in this state shall not knowingly and intentionally, directly or indirectly, receive any...
• Section 500.5256 Records Relating To Insurer's Business Or Affairs; Locations; Production; Safekeeping Of Securities, Notes, Mortgages, Or Other Evidences Of Indebtedness; Exceptions; Holding Certificates In Name Of Nominee; Indorsement; Control Or Possession Of Certificate; Reproduction Of Records; Removal Of Records; Hearing; Findings, Decision, And Order; Violation Of Section; Liability; Failure To Comply With Order; Transfer Of Domicile.
  (1) Each domestic insurer shall keep under its control all records relating to the insurer's business or affairs at 1 or more of the...
• Section 500.5258 Acknowledgments.
  A corporation may acknowledge any instrument required by law to be acknowledged, by any 1 of its officers or by its attorney appointed by...
• Section 500.5260 Stock Certificates; Substitutions.
  (1) In case a certificate for shares of a corporation is lost, stolen or destroyed, a new certificate may be secured as provided for...
• Section 500.5264 Expenditures, Vouchers, And Affidavits.
  No domestic life insurer shall make any disbursement of $100.00 or more unless the same be evidenced by a voucher signed by or on...
• Section 500.5266 Dividends To Stockholders; General Provision.
  No dividends shall be declared due and payable to stockholders of any stock insurance company, except out of the surplus earnings of the company...
• Section 500.5267 Dividends To Stockholders; Domestic Fire Insurance Company.
  It shall not be lawful for the directors or managers of any domestic fire insurance company to declare any dividend, except from the surplus...
• Section 500.5270 Insurer's Rights As Stockholder In Other Corporations.
  When an insurer shall be a stockholder in any other corporation, as provided for in sections 922 (investment in stocks and bonds), 926 (investment...
• Section 500.5272 Domestic Fire Insurance Company; Deficiency Of Assets; Notice; Cessation Of Business; Liability.
  (1) Whenever it shall appear to the commissioner, from examination of any domestic fire insurance company that the assets of the company are insufficient...
• Section 500.5274 Domestic Fire Insurance Company; Assessment Of Stockholders.
  (1) Any company receiving the requisition from the commissioner provided for in section 5272, shall forthwith call upon its stockholders for such amounts as...
• Section 500.5276 Domestic Fire Insurance Company; Liability Of Directors Under New Risks Accepted During Deficiency.
  In the event of any additional losses accruing upon new risks, taken after the expiration of the period limited by the commissioner in the...
• Section 500.5280 Domestic Mutual Insurer; Assets; Deficiency; Liability Of Director.
  (1) If, upon examination, it appears to the commissioner that the assets of any domestic mutual insurer are insufficient to justify the continuance of...
• Section 500.5282 Domestic Stock Insurer; Statement Of Beneficial Ownership Of Equity Securities.
  Every person who is directly or indirectly the beneficial owner of more than 10% of any class of any equity security of a domestic...
• Section 500.5283 Unfair Use Of Information; Prevention; Actions For Recovery Of Profits; Limitations; Exempt Transactions.
  For the purpose of preventing the unfair use of information which may have been obtained by the beneficial owner, director or officer by reason...
• Section 500.5283a Acquisition Of Stock Or Stock Option; Exemption From Mcl 500.5283; Conditions; Definition.
  Any acquisition of shares of stock, other than stock acquired upon the exercise of an option, warrant, or right, pursuant to a stock bonus,...
• Section 500.5283b Selection Of Director Or Officer To Whom Stock Allocated Or Options Granted; Exercise Of Discretion; Director Or Committee Member As Disinterested Person; Section Inapplicable To Certain Options Or Equity Securities.
  (1) If the selection of any director or officer of the insurer to whom stock may be allocated or to whom incentive, qualified, restricted,...
• Section 500.5283c Stock Purchase Plan; Limitations.
  As to each participant or as to all participants the stock purchase plan shall effectively limit the aggregate dollar amount or the aggregate number...
• Section 500.5284 Securities Not Owned; Sale; Failure To Deliver To Transferee; Exception.
  It is unlawful for any beneficial owner, director or officer, directly or indirectly, to sell any equity security of the company if he does...
• Section 500.5285 Nonapplication Of Sections To Certain Transactions.
  The provisions of section 5283 shall not apply to any transaction, and the provisions of section 5284 shall not apply to any sale of...
• Section 500.5286 Foreign Or Domestic Arbitrage Transactions; Exemptions.
  The provisions of sections 5282, 5283 and 5284 shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules...
• Section 500.5287 Equity Security; Definition.
  The term “equity security” means any stock or similar security; or any security convertible, with or without consideration into such a security, or carrying...
• Section 500.5288 Registered Equity Securities; Exemptions; Conditions.
  The provisions of sections 5282, 5283 and 5284 shall not apply to equity securities of a domestic stock insurance company if the securities shall...
• Section 500.5289 Insurance Commissioner; Regulatory Powers; Effect Of Good Faith.
  The commissioner may make such rules and regulations as may be necessary for the execution of the functions vested in him by sections 5282...
• Section 500.5290 Unlawful Solicitation; Use Of Name To Solicit Proxies Or Consents.
  It is unlawful for any person, in contravention of such rules and regulations as the commissioner may prescribe as necessary or appropriate in the...

Last modified: October 10, 2016