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Act 162 of 1982
- NONPROFIT CORPORATION ACT (450.2101 - 450.3192)
Section 450.2121 ‑
Corporations to which act applicable; corporation organized under predecessor act.
Section 450.2122 ‑
Statutory reference to repealed act as reference to this act; statutes not applicable to corporation.
Section 450.2123 ‑
Applicability to corporation organized under other act not repealed by this act; organizations to which act inapplicable.
Section 450.2124 ‑
Requirements of other acts not modified; compliance; inconsistency between acts.
Section 450.2125 ‑
Applicability to commerce with foreign nations and among several states, and to corporations formed by act of congress.
Section 450.2127 ‑
Effect of act on existing corporation, cause of action, liability, penalty, action, or special proceeding.
Section 450.2129 ‑
Supplementation, alteration, amendment, or repeal of act by legislature.
Section 450.2131 ‑
Submission of documents; delivery; endorsement; indexing; preparing and returning copy or original; public inspection; maintenance of records and files; effective date of document; fees.
Section 450.2132 ‑
English language; numbers; articles of foreign corporation; signatures; contents of documents.
Section 450.2133 ‑
Correction of document; certificate; effective date of corrected document.
Section 450.2141 ‑
Taking action without notice and without lapse of prescribed period of time; waiver.
Section 450.2142 ‑
Dispensing with notice or communication to person with whom communication unlawful; affidavit, certificate, or other instrument.
Section 450.2143 ‑
Giving notice or communication by mail; electronic transmission as written notice.
Section 450.2151 ‑
Refusal by administrator to file document promptly; notice of refusal to file; refusal or revocation of authorization of foreign corporation to conduct affairs in state; judicial review.
Section 450.2204 ‑
Articles of incorporation; provision pertaining to proposed compromise or arrangement or reorganization between corporation and creditors or shareholders.
Section 450.2205 ‑
Articles of incorporation; including provision of MCL 450.2204; effect on creditors, shareholders, or members of corporation; administration and enforcement of provision by circuit court; restraining actions and proceedings against corporation; appointment and powers of temporary receiver.
Section 450.2213 ‑
Assuming name that implies corporation is banking corporation, insurance or surety company, or trust company prohibited.
Section 450.2215 ‑
Reservation of right to use corporate name; application; duration; expiration; extension; transfer of right to exclusive use of reserved corporate name.
Section 450.2217 ‑
Conduct of affairs under assumed name or names other than corporate name; assumption of same name by 2 or more corporations participating in partnership or joint venture; certificate of assumed name; duration; extensions; notification of impending expiration; substantive rights to use of assumed name not created.
Section 450.2221 ‑
Corporate existence to begin on effective date of articles; filing as conclusive evidence that conditions precedent fulfilled and corporation organized; exception.
Section 450.2223 ‑
Selection of board and adoption of bylaws; first meeting; notice; quorum; transaction of business.
Section 450.2243 ‑
Resident agent; resignation; notice; appointment of successor; termination of appointment of resigning agent.
Section 450.2246 ‑
Resident agent; service of process, notice, or demand; resident agent as agent of director or officer in certain actions; forwarding process to director or officer.
Section 450.2251 ‑
Corporate purposes; conduct of lawful activities during war or national emergency.
Section 450.2261 ‑
Corporate powers; inconsistency between certain acts; fixed limitation or term; waiver of right to perpetual existence; nonprofit power corporation.
Section 450.2262 ‑
Existing incorporated association or society operating as corporation subject to act; payment of death or sick benefits; reserves; rules; investment of funds securing reserves; statement required of evidence of obligation to pay death and sick benefits.
Section 450.2271 ‑
Act of corporation and transfer of property to or by corporation not invalid where corporation without capacity or power; assertion of lack of capacity or power.
Section 450.2275 ‑
Agreement to pay rate of interest in excess of legal rate; defense of usury prohibited.
Section 450.2301 ‑
Payment or distribution of assets, income, or profit; conferring benefits on shareholders or members; compensation; distribution of assets upon dissolution; providing for payment of dividends or distribution of income or profit in articles or bylaws; application or distribution of profits; use, conveyance, or distribution of assets held by corporation for charitable purposes.
Section 450.2303 ‑
Corporation organized upon stock basis; provisions of articles and bylaws; issuance of shares; rights, preferences, and limitations of or upon shareholders; classes of shares; voting rights; transferability and cancellation of shares; rules of qualification and government.
Section 450.2304 ‑
Corporation organized upon membership basis; provisions of articles or bylaws; rights, preferences, and limitations of or upon members; classes of members; voting rights; condominium association; homeowners or property owners association; transferability and termination of membership; rules of qualification and government; limitations on membership.
Section 450.2305 ‑
Corporation organized upon directorship basis; members; voting; matters subject to action by board of directors.
Section 450.2307 ‑
Subscription for shares or membership; enforceability; irrevocability; acceptance; consent to revocation; contract with corporation to purchase shares to be issued or treasury shares as subscription agreement.
Section 450.2308 ‑
Subscription for shares or membership; payment; installments; call for payment ratable; retention of shares as security for performance by subscriber.
Section 450.2309 ‑
Default in payment of amount due under subscription agreement; rights and duties of corporation; interpretation; limiting and adding to rights and remedies of corporation.
Section 450.2310 ‑
Rescission of subscription under which part of shares issued and in which security interest retained as cancellation of shares.
Section 450.2311 ‑
Fees or dues required as condition of shareholding or membership; fixing; enforcement.
Section 450.2312 ‑
Issuance by corporation organized on stock basis of shares for fixed consideration; disposition of treasury shares.
Section 450.2313 ‑
Corporation, unincorporated association, partnership, or other person as shareholder or member; officers and directors as director of corporation; rights, powers, privileges, and liabilities of shareholders or members.
Section 450.2315 ‑
Consideration for issuance of shares; rights and privileges of subscribers when payment received by corporation; value of consideration; fully paid shares nonassessable.
Section 450.2317 ‑
Obligation to pay unpaid portion of consideration for shares or membership as sole obligation; liability of person holding stock or membership in fiduciary or representative capacity; liability of assignee, transferee, or pledgee of shares, membership, or subscription for unpaid portion of consideration.
Section 450.2327 ‑
Charges and expenses of organization or reorganization; sale or underwriting expenses and compensation; payment or allowance.
Section 450.2331 ‑
Representation of shares by certificates; signatures of officers and seal.
Section 450.2334 ‑
Lost or destroyed certificate; issuance of new certificate; bond.
Section 450.2338 ‑
Issuing certificates for fractions of share; purposes; rights of holders; paying fair value of fractions of share in cash; issuing scrip in registered or bearer form exchangeable for full shares; conditions; providing opportunity to purchase additional fractions of share or scrip.
Section 450.2361 ‑
Shares redeemable upon occurrence of specified event or events in cash, bonds, or other property; classes; sinking fund for redemption.
Section 450.2363 ‑
Shares redeemable at option of shareholders in cash, bonds, or other property; classes; amendment to articles.
Section 450.2365 ‑
Purchase or redemption by corporation of own shares under certain conditions prohibited.
Section 450.2371 ‑
Cancellation of shares reacquired by corporation; retention of reacquired shares as treasury shares; status of cancelled shares.
Section 450.2391 ‑
Conferring voting and inspection rights upon bond holders; signatures of officers.
Section 450.2402 ‑
Annual meeting of shareholders or members for election of directors and 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.
Section 450.2403 ‑
Special meeting of shareholders or members; court order; quorum.
Section 450.2404 ‑
Notice of time, place, and purposes of meeting of shareholders or members; manner; notice of adjourned meeting; notice not given; attendance at meeting as waiver of notice; participating and voting by remote communication.
Section 450.2405 ‑
Shareholder or member 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.
Section 450.2407 ‑
Taking corporate action without meeting; consent; notice; statement on filed certificate; consent by electronic transmission.
Section 450.2411 ‑
Fixing record date for determination of shareholders or members entitled to notice and vote; effect of not fixing record date; applicability of determination to adjournment.
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.
Section 450.2415 ‑
Quorum; continuing to do business notwithstanding withdrawal of shareholders or members; adjournment of meeting; shareholders entitled to vote separately.
Section 450.2421 ‑
Authorizing person to act for shareholder or member by proxy; signature; duration; revocability; methods of granting authority; use of facsimile or reproduction.
Section 450.2431 ‑
Inspectors at shareholders' or members' meeting; waiver; appointment and duties; failure to appoint; vacancy; report; evidence.
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.
Section 450.2444 ‑
Voting by corporation or business corporation; voting of pledged shares.
Section 450.2445 ‑
Voting of shares or membership held by person in representative or fiduciary capacity or held jointly by fiduciaries.
Section 450.2446 ‑
Voting of shares or membership held by joint tenants or tenants in common.
Section 450.2447 ‑
Treasury shares; shares of corporation held by another corporation or business corporation; voting.
Section 450.2455 ‑
Action requiring vote or concurrence of greater proportion of shares, members, or class than required by act; amendment of articles.
Section 450.2471 ‑
Shares as personal property; transfer; applicability of MCL 440.8101 to 440.8601.
Section 450.2481 ‑
Issuing or delivering unissued or treasury shares; preemptive rights.
Section 450.2487 ‑
Mailing balance sheet and statements to shareholder or member upon request; examination of minutes and records; compelling production of books, records, and minutes; extracts.
Section 450.2491 ‑
Action by shareholder or member in right of corporation to procure judgment; allegations.
Section 450.2492 ‑
Discontinuance, compromise, or settlement of action authorized by MCL 450.2491; approval; notice; expense; award and recovery.
Section 450.2493 ‑
Action brought in right of corporation; awarding plaintiff or claimant reasonable expenses; accounting; applicability of section; requiring plaintiff to pay expenses where action brought without reasonable cause.
Section 450.2501 ‑
Management of business and affairs of corporation by board; qualifications of directors; powers of board.
Section 450.2505 ‑
Board; number, term, and election or appointment of directors; resignation of director; number of directors on effective date of amendatory act.
Section 450.2506 ‑
Dividing directors into 2 or more classes; election or appointment; term; expiration; election of directors by shareholders or members of class.
Section 450.2515 ‑
Filling of vacancies; increase in number of directors; special meeting where no directors in office.
Section 450.2521 ‑
Regular or special meetings of board; location; notice; waiver; participation by means of conference telephone or other remote communication.
Section 450.2523 ‑
Quorum; vote constituting action of board or committee; amendment of bylaws.
Section 450.2527 ‑
Designation of committees; membership; alternates; term; providing for election or appointment of committees in articles or bylaws.
Section 450.2528 ‑
Committee designated pursuant to MCL 450.2527; powers and authority.
Section 450.2531 ‑
Officers of corporation; election or appointment; person holding 2 or more offices; term of office; authority and duties.
Section 450.2535 ‑
Removal of officer; suspension of authority to act; contract rights; resignation of officer; notice.
Section 450.2541 ‑
Director or officer; discharge of duties; compliance; liability of volunteer director; action against director or officer for failure to perform duties.
Section 450.2545 ‑
Transaction between corporation and directors or officers, or between corporation and corporation or business corporation, firm, or association in which directors or officers interested, not void or voidable; conditions.
Section 450.2546 ‑
Burden of establishing validity of contract described in MCL 450.2545; grounds; counting common or interested directors in determining presence of quorum; compensation of directors; approval of shareholders or members.
Section 450.2548 ‑
Loan, guaranty, or assistance by corporation for officer or employee; corporation as charitable purpose corporation.
Section 450.2551 ‑
Liability of directors for certain corporate actions; liability of shareholder or member accepting or receiving unauthorized distribution.
Section 450.2552 ‑
Rights of director against whom claim successfully asserted under MCL 450.2551.
Section 450.2553 ‑
Presence or absence of director at meeting at which action referred to in MCL 450.2551 taken; presumption; dissent.
Section 450.2561 ‑
Indemnification of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action, suit, or proceeding; conditions; presumption.
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.
Section 450.2563 ‑
Indemnification against expenses of director, officer, employee, nondirector volunteer, or agent successful in defense of action, suit, or proceeding referred to in MCL 450.2561 or 450.2562; authorization; determination; indemnification for portion of expenses.
Section 450.2564 ‑
Advance payment by corporation of expenses incurred in defending action, suit, or proceeding described in MCL 450.2561 or 450.2562; repayment.
Section 450.2565 ‑
Indemnification or advancement of expenses not exclusive of other rights; limitation; continuation of indemnification.
Section 450.2567 ‑
Purchase and maintenance of insurance on behalf of director, officer, employee, nondirector volunteer, or agent.
Section 450.2569 ‑
Scope of “corporation” for purposes of MCL 450.2561 to 450.2567; effect.
Section 450.2611 ‑
Amendment of articles by incorporators; manner of adoption; notice of meeting; vote on proposed amendment; requirements; adoption; number of amendments acted upon at 1 meeting; certificate of amendment.
Section 450.2631 ‑
Certificate of amendment; signing or execution; filing; contents.
Section 450.2641 ‑
Integrating provisions of articles into single instrument; adoption of restated articles of incorporation; amendments subject to other provisions of act.
Section 450.2642 ‑
Restated articles of incorporation; designation; required statements; omitted provisions.
Section 450.2643 ‑
Restated articles of incorporation; execution; filing; effect.
Section 450.2701 ‑
Merger or consolidation of domestic corporations; plan; contents.
Section 450.2703 ‑
Plan of merger or consolidation; approval or authorization; voting; notice of meeting.
Section 450.2707 ‑
Certificate of merger or certificate of consolidation; execution and filing; contents; effective date.
Section 450.2722 ‑
Surviving or new corporation; rights, privileges, immunities, and franchises; liabilities and obligations; prosecution of existing claim or pending action or proceeding; rights of creditors; lien upon property of corporation.
Section 450.2723 ‑
Changes in articles stated in plan of merger; effect; statements in plan of consolidation as original articles of new corporation.
Section 450.2731 ‑
Merger or consolidation of foreign and domestic corporations; compliance with laws of jurisdiction; applicability of act to surviving or new corporation governed by laws of other jurisdiction; liability of corporation; service of process.
Section 450.2732 ‑
Effect of merger or consolidation authorized by MCL 450.2731.
Section 450.2736 ‑
Merger or consolidation of domestic corporations and domestic or foreign business corporations; procedure; compliance with applicable laws; plan of merger or consolidation; applicability of act to surviving or new corporation or business corporation governed by laws of other jurisdiction; liability of corporation or business corporation; service of process.
Section 450.2737 ‑
Effect of merger or consolidation where surviving or new corporation is domestic corporation, domestic business corporation, or foreign business corporation.
Section 450.2741 ‑
Abandonment of merger or consolidation; certificate of abandonment.
Section 450.2753 ‑
Disposition of property and assets of corporation; approval; notice of meeting; statement; authorization; fixing terms or conditions and consideration; voting; abandonment.
Section 450.2801 ‑
Dissolution of corporation; methods; summary dissolution of corporation whose assets disposed of under court order in receivership or bankruptcy proceedings; filing copy of order with administrator.
Section 450.2803 ‑
Dissolution of corporation by action of incorporators or directors; conditions; certificate of dissolution.
Section 450.2804 ‑
Dissolution of corporation by action of shareholders, members, or board; resolution; approval or authorization; notice; voting; certificate.
Section 450.2805 ‑
Provision in articles permitting shareholders, members, or directors to require dissolution authorized; plan of distribution of assets; execution and filing of certificate of dissolution; noting existence of provision on face of share certificates or membership certificates.
Section 450.2811 ‑
Revocation of dissolution proceedings; resolution of board; approval; notice of meeting; voting; certificate of revocation.
Section 450.2817 ‑
Effect of filing certificate of revocation of dissolution or renewal of corporate existence; accrued penalty or liability; adoption of different name.
Section 450.2821 ‑
Action by attorney general for dissolution of corporation; grounds.
Section 450.2823 ‑
Dissolution of corporation by judgment in action brought by director, shareholder, or member; proof.
Section 450.2825 ‑
Adjudging dissolution and liquidation of assets and affairs of corporation by circuit court in action filed by shareholder, member, or director; grounds; making order or granting relief other than dissolution.
Section 450.2833 ‑
Dissolved corporation; continuation of corporate existence; conduct of affairs.
Section 450.2834 ‑
Dissolved corporation and officers, directors, shareholders, and members; manner of functioning.
Section 450.2842 ‑
Mailing notice to creditor of corporation; failure to file claim as bar to enforcement; applicability.
Section 450.2843 ‑
Rejection of claim filed by creditor; notice; failure to commence action as bar to enforcement of claim.
Section 450.2851 ‑
Application for judgment that affairs of corporation and liquidation of assets continue under supervision of court; orders and judgments; permitting creditor to file claim or commence action.
Section 450.2861 ‑
Plan of reorganization; action by directors, shareholders, or members not required to put plan into effect.
Section 450.2862 ‑
Powers of corporation under reorganization; issuing shares of capital stock and bonds for consideration specified in plan of reorganization.
Section 450.2863 ‑
Document filed or recorded to accomplish corporate purpose pursuant to plan of reorganization; making, execution, and acknowledgment; contents; filing.
Section 450.2864 ‑
Reversal or vacation of reorganization plan; filing of other or further certificates or documents; effect; fees.
Section 450.2901 ‑
Report of corporation; contents; electronic transmission; distribution to shareholder, member, or director.
Section 450.2922 ‑
Failure of domestic or foreign corporation to file annual report or pay filing fee; automatic dissolution or revocation of certificate of authority; dissolution of charitable purpose corporation; notice; right to certificate of good standing.
Section 450.2923 ‑
Extension of time for filing report; reporting failure or neglect under MCL 450.2922, 450.2931, and 450.2932 to attorney general; action by attorney general; certificate of mailing as evidence.
Section 450.2924 ‑
Annual reports due or deficient prior to date of act; penalties.
Section 450.2925 ‑
Renewal of corporate existence or certificate of authority following dissolution or revocation.
Section 450.2935 ‑
Authorizing, signing, or making false statement or notice; authorizing or making wrongful alteration of book, record, or account; liability; commencement of action.
Section 450.3001 ‑
Foreign corporation authorized to conduct affairs in this state on effective date of act; rights and privileges; duties, restrictions, penalties, and liabilities.
Section 450.3002 ‑
Foreign corporation receiving certificate of authority under act; rights and privileges; duties, restrictions, penalties, and liabilities.
Section 450.3003 ‑
Foreign corporation conducting affairs without certificate of authority; duties, restrictions, penalties, and liabilities.
Section 450.3011 ‑
Foreign corporation; certificate of authority required; extent of authorization to conduct affairs in state.
Section 450.3012 ‑
Foreign corporation not considered to be conducting affairs in state; activities; applicability of section.
Section 450.3015 ‑
Application of foreign corporation for certificate of authority to conduct affairs in state; contents.
Section 450.3016 ‑
Application of foreign corporation for certificate of authority to conduct affairs in state; attachments; fees; issuance of certificate; duration of authority.
Section 450.3021 ‑
Foreign corporation authorized to conduct affairs in state; filing with administrator copy of amendment of articles or certificate of merger, consolidation, or similar corporate action.
Section 450.3031 ‑
Foreign corporation authorized to conduct affairs in state; withdrawal; certificate; application.
Section 450.3035 ‑
Foreign corporation authorized to conduct affairs in state; termination or cancellation of authority or existence; filing information, certificate, order, or judgment with administrator; payment of fees; certificate of withdrawal.
Section 450.3041 ‑
Revocation of certificate of authority of foreign corporation to conduct affairs in state; grounds.
Section 450.3042 ‑
Revocation of certificate of authority of foreign corporation to conduct affairs in state; notice of default under MCL 450.3031; certificate of revocation.
Section 450.3051 ‑
Action commenced by foreign corporation without certificate of authority prohibited; applicability of prohibition; effect of failure to obtain certificate of authority on validity of contract and act of corporation; defense of action or proceeding.
Section 450.3055 ‑
Foreign corporation conducting affairs in state without certificate of authority; penalty.
Section 450.3060 ‑
Fees; payment; certification of file or record; refund; waiver.
Section 450.3101 ‑
Applicability of act and chapter; amendment of articles or bylaws; exemption.
Section 450.3109 ‑
Requirements of MCL 460.1 et seq. not modified; effect of economic activity conducted by cooperative.
Section 450.3123 ‑
Use of term “cooperative,”“co-op,”“consumer cooperative,” or any variation thereof.
Section 450.3125 ‑
Adoption of initial bylaws; ratification or amendment; contents of bylaws.
Section 450.3134 ‑
Cooperative organized on member capital basis, member fee basis, or basis combining member capital and membership fee; powers.
Section 450.3135 ‑
Net savings; determination, allocation, distribution, and use; apportionment of losses.
Section 450.3138 ‑
Advising persons in writing; statement on membership certificate.
Section 450.3139 ‑
Redemption of member capital; failure to patronize cooperative; notice of redemption; failure to respond and claim payment; failure to claim refunds of patronage capital, deposits, and fees; failure of nonmember patron to pay in or accumulate full member capital or comply with bylaws.
Section 450.3144 ‑
Proxies; voting by mail ballot, referendum, or electronic transmission.
Section 450.3146 ‑
Effective date of adopted action; confirmation vote; filing with administrator.
Section 450.3148 ‑
Purchase or sale under execution, in course of bankruptcy, or by legal process or operation of law; pledge of certificate; assignment of proprietary lease or other agreement.
Section 450.3149 ‑
Books for recording operations; annual report, balance sheet, and income statement; certified report of condition; copies of reports; mailings at request and expense of member; notice of member's desire to be contacted by other members regarding proposal.
Section 450.3152 ‑
Board of directors; election or appointment other than by vote of membership.
Section 450.3153 ‑
Affiliation with another organization; section inapplicable to allocations of net savings.
Section 450.3161 ‑
Amendment to articles of incorporation; calling special meeting; consideration of proposed amendment.
Section 450.3183 ‑
Distribution of assets upon dissolution; distribution of assets held for charitable or similar purpose; redemption of investment certificates.
Section 450.3192 ‑
Election by corporation to accept act and chapter; procedure; effect of filing certificate of election.