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Act 162 of 1982
- NONPROFIT CORPORATION ACT (450.2101 - 450.3192)
Section 450.2121 ‑
Corporations to which act applicable; corporation formed under predecessor act.
Section 450.2122 ‑
Statutory reference to repealed act as reference to this act; statutes inapplicable to domestic corporation; uniform fraudulent transfer act inapplicable to distributions.
Section 450.2123 ‑
Applicability to corporation formed under other act not repealed by this act; organizations to which act inapplicable.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; returning copy or original; public inspection; maintenance of records and files; reproductions; effective date of document; fees.
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; delivery of notice or documents to common address; delivery of notice to resident agent; "address" defined.
Section 450.2151 ‑
Failure of administrator to file document promptly; notice of failure to file; posting notice on website or sending by mail or electronic mail address; 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 450.2209 ‑
Articles of incorporation; additional provisions; liability of director or volunteer officer.
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; 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; certificate of assumed name; duration; extensions; notification of impending expiration; enterprises participating together in partnership or joint venture; transfer or use of assumed name in merger or conversion.
Section 450.2221 ‑
Corporate existence to begin on effective date of articles of incorporation; filing as conclusive evidence that conditions precedent fulfilled and corporation formed; 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 resident agent; registered office of corporation.
Section 450.2246 ‑
Resident agent; service of process, notice, or demand; resident agent as agent of director or officer in certain action; forwarding process to director or officer; electronic transmission of notice.
Section 450.2251 ‑
Corporate purposes; conduct of lawful activities during war or national emergency.
Section 450.2261 ‑
Corporate powers; inconsistency between certain acts; corporate existence in perpetuity; fixed limitation or term; waiver of right to perpetual existence; nonprofit power corporation; public school academy; providing services in learned profession; personal liability and accountability for negligent or wrongful acts or misconduct; indemnification.
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; transfer of money or property to or for benefit of directors or officers; dividends or distributions to shareholders or members; corporation charging fees or prices for services or products; use, conveyance, or distribution of assets held by corporation for noncharitable purposes; prohibition.
Section 450.2303 ‑
Corporation organized on stock basis; issuance of shares authorized in articles of incorporation; rules of qualification and government of shareholders.
Section 450.2303a ‑
Corporation board organized on stock basis; amendment of articles of incorporation deleting reference to par value.
Section 450.2303b ‑
Conversion of shares into shares of any class or bonds; conversion of bonds into other bonds or shares; authorization of board to increase authorized shares.
Section 450.2303c ‑
Issuance of bonds convertible into shares or shares convertible into other shares of corporation; condition; cancellation of converted bonds; restoration of converted shares.
Section 450.2303d ‑
Shares redeemable in cash, bonds, securities, or other property; prices and conditions.
Section 450.2304 ‑
Corporation organized on membership basis; provisions of articles or bylaws; rights, preferences, and limitations of or on 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 on 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; subscription agreement.
Section 450.2308 ‑
Subscription for shares or membership; payment; installments; call for payment ratable; retention of security interest as security for performance by subscriber.
Section 450.2309 ‑
Default in payment of amount due under subscription agreement; rights and duties of corporation; 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 450.2313 ‑
Corporation, foreign corporation, business corporation, foreign business corporation, limited liability company, 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 450.2314 ‑
Corporation organized on stock basis; issuance of shares; powers.
Section 450.2317 ‑
Person purchasing shares of corporation; person holding stock or membership in fiduciary or representative capacity; person becoming assignee, transferee, or pledgee of shares or membership; liability.
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; seal; facsimiles.
Section 450.2334 ‑
Lost or destroyed certificate; issuance of new certificate; bond.
Section 450.2338 ‑
Issuing fractions of shares; powers of corporation; providing opportunity to purchase additional fractions of share or scrip.
Section 450.2341a ‑
Issuance of shares pro rata and without consideration; issuance of shares as share dividend; "share dividend" defined.
Section 450.2343 ‑
Preemptive right of shareholder of corporation organized on stock basis to acquire unissued shares; extent; statement; principles; "shares" defined.
Section 450.2344 ‑
Acquisition of own shares or memberships; amendment of articles of incorporation.
Section 450.2391 ‑
Conferring voting and inspection rights upon bond holders; signatures of officers.
Section 450.2392 ‑
Applicability of chapter to distributions made in dissolution under chapter 8.
Section 450.2402 ‑
Annual meeting of shareholders or members for election of directors and conduct 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; contents; notice of adjourned meeting; notice not given; attendance at meeting; participating and voting by remote communication; meeting without notice.
Section 450.2405 ‑
Shareholder, member, or proxy holder 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 450.2406 ‑
Chairperson presiding at meeting of shareholders or members; powers, duties, and authority.
Section 450.2407 ‑
Taking corporate action without meeting; consent; notice; statement on filed certificate; consent by electronic transmission; delivery.
Section 450.2408 ‑
Taking corporate action without meeting; shareholder or member action by ballot; requirements; revocation of ballot; inclusion of proposed action in ballot; statement of certificate.
Section 450.2409 ‑
Taking corporate action without meeting; voting by shareholder or member at polling place; accessibility; requirements; revocation of ballot; inclusion of proposed action in ballot; statement on certificate.
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 conduct of business if less than quorum; adjournment of meeting; shareholders entitled to vote separately.
Section 450.2421 ‑
Authorizing person to act for shareholder or member by proxy; election of directors by proxy; validity; revocability; methods of granting authority; use of copy, facsimile, or reproduction.
Section 450.2431 ‑
Inspectors at shareholders' or members' meeting; waiver; appointment and duties; failure to appoint; vacancy; report; evidence.
Section 450.2432 ‑
Beneficial owner of shares or memberships registered in name of nominee; recognition by corporation as shareholder or member; procedure.
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 450.2447a ‑
Voting of shares or memberships if owned by another corporation or business corporation.
Section 450.2455 ‑
Action requiring vote or concurrence of greater proportion of shares, members, or class than required by act; amendment of articles of incorporation.
Section 450.2466 ‑
Transfer of shares or membership to trustee; filing of voting rights agreement; voting and other rights of trustee; inspection of filed copy of voting trust agreement; description of beneficial interests.
Section 450.2467 ‑
Shares or memberships subject to voting trust; liability of trustee; designation of 2 or more persons as voting trustees.
Section 450.2471 ‑
Shares as personal property; transfer; applicability of MCL 440.8101 to 440.8601.
Section 450.2472 ‑
Transfer or registration of bond, share, or membership; written restriction.
Section 450.2473 ‑
Transfer or registration of bond, share, or membership; imposition of restrictions; conditions.
Section 450.2487 ‑
Mailing balance sheet and statements to shareholder or member upon request; inspection during regular business hours; written demand; "proper purpose" defined; order compelling inspection; burden of proof; powers of court; inspection by director; costs; holder of voting trust certificate as shareholder or member; right to inspect prohibited or limited; definitions.
Section 450.2489 ‑
Court action that certain acts illegal, fraudulent, or willfully unfair and oppressive; order or relief; "willfully unfair and oppressive conduct" defined.
Section 450.2492a ‑
Derivate proceeding; criteria to be met by shareholder or member.
Section 450.2496 ‑
Derivative proceeding; discontinuance or settlement; court approval required.
Section 450.2501 ‑
Board of directors; management of business and affairs of corporation; qualifications; powers.
Section 450.2505 ‑
Board; number, term, election or appointment, and resignation of directors.
Section 450.2506 ‑
Dividing directors up to 5 classes; election or appointment; term; expiration.
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.
Section 450.2523 ‑
Quorum; vote constituting action of board or committee; amendment of bylaws.
Section 450.2527 ‑
Designation of committees; membership; alternates; absent or disqualified member; providing for election or appointment of committees in articles or bylaws.
Section 450.2528 ‑
Executive committee designated under MCL 450.2527(1) or (3); powers and authority; subcommittees.
Section 450.2531 ‑
Officers of corporation; membership; election or appointment; individual 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; manner; reliance on certain information; compliance; liability; claim for monetary damages for breach of volunteer director's duty; commencement of action.
Section 450.2548 ‑
Loan, guaranty, or assistance by corporation for officer or employee.
Section 450.2551 ‑
Liability of directors for certain corporate actions; liability of shareholder or member accepting or receiving distribution contrary to act.
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 under 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 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.
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.
Section 450.2564b ‑
Expenses incurred by director, officer, employee, nondirector volunteer, or agent; reimbursement; agreement; advances.
Section 450.2564c ‑
Indemnification of director, officer, employee, nondirector volunteer, or agent; application to court; determination.
Section 450.2565 ‑
Indemnification or advance of expenses not exclusive of other rights; limitation; continuation; amended provision.
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.
Section 450.2611 ‑
Amendment of articles by incorporation; amendment without shareholder or member action; 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 and execution; filing; contents.
Section 450.2641 ‑
Integrating provisions of articles into single instrument; adoption of restated articles of incorporation; adoption before first meeting; amendments subject to other provisions of act.
Section 450.2642 ‑
Restated articles of incorporation; heading or introductory paragraph; designation; required statements; omitted provisions.
Section 450.2643 ‑
Restated articles of incorporation; signing, filing, and executing; effect.
Section 450.2701 ‑
Merger of domestic corporations; plan; contents; distributions.
Section 450.2706 ‑
Merger of domestic corporation with domestic or foreign corporation; conditions; consent; execution of certificate of merger; participation of other corporations.
Section 450.2707 ‑
Certificate of merger; signing and filing; contents; determining effectiveness.
Section 450.2711 ‑
Merger of domestic corporation with subsidiary corporation; approval of plan of merger; mailing copy of plan to minority shareholder or member of record; other provisions; definitions.
Section 450.2712 ‑
Certificate of merger; execution and filing of certificate of merger by parent company; determination of effective date.
Section 450.2713 ‑
Subsidiary corporation as constituent corporation in merger; approval of shareholders or members.
Section 450.2735 ‑
Merger of domestic business corporation, foreign corporation, or foreign business corporation with domestic corporation; surviving corporation; compliance; liability for enforcement of obligation; acquisition of shares or memberships through voluntary exchange; distributions.
Section 450.2736a ‑
Merger of domestic corporations with business organizations; requirements; merger of domestic corporation with domestic or foreign entity; consent; executing and filing certificate of merger; contents; effect of merger; surviving entity; liability for enforcement of obligation; distributions; applicability of MCL 450.2735; definitions.
Section 450.2741 ‑
Abandonment of merger; procedure; certificate of abandonment.
Section 450.2745 ‑
Conversion of domestic corporation into business organization; requirements; effect; surviving business organization; liability for certain obligation; distributions; "business organization" and "entity" defined.
Section 450.2746 ‑
Conversion of business organization into domestic corporation; requirements; effectiveness of certificate of conversion; surviving domestic corporation.
Section 450.2751 ‑
Actions by corporation; terms and conditions; consideration; "consideration" defined.
Section 450.2753 ‑
Disposition of property and assets of corporation; disposal of all or substantially all of property; presumption that corporation retains significant continuing business activity; "consideration" defined; recommendation of proposed transaction; exceptions; submission to shareholders or members; approval; notice of meeting; statement; authorization; fixing term or condition and consideration; voting; abandonment; distribution.
Section 450.2754 ‑
Merger or acquisition under MCL 2703a(2); right of shareholders or members to receive notice and vote.
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 or members; recommendation; exceptions; approval or authorization; notice; voting; certificate.
Section 450.2805 ‑
Dissolution under agreement under MCL 450.2488; effectiveness.
Section 450.2811 ‑
Revocation of dissolution proceedings; filing and execution of certificate; additional manner of revocation.
Section 450.2817 ‑
Effect of filing certificate of revocation of dissolution or renewal of corporate existence; accrued penalty or liability; adoption of corporate name; rights.
Section 450.2821 ‑
Action by attorney general for dissolution of corporation; grounds; other actions.
Section 450.2823 ‑
Dissolution of corporation by judgment in action brought in court; proof; action for dissolution of charitable purpose corporation.
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 450.2851 ‑
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 proceeding.
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 domestic 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 or penalty; automatic dissolution or revocation of certificate of authority; dissolution of charitable purpose corporation; notice; right to certificate of good standing; electronic transmission of notification.
Section 450.2923 ‑
Extension of time for filing report; reporting failure or neglect under MCL 450.2922, 450.2931, or 450.2932; action by attorney general; notice; electronic transmission.
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 450.3001 ‑
Foreign corporation authorized to conduct affairs in this state on January 1, 1983; 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 450.3013 ‑
Acquisition of federally insured or guaranteed loan by foreign corporation.
Section 450.3015 ‑
Application of foreign corporation for certificate of authority to conduct affairs in state; contents.
Section 450.3016 ‑
Application of foreign corporation to conduct affairs in state; certificate; attachment; fees; issuance of certificate; duration of authority.
Section 450.3021 ‑
Foreign corporation authorized to conduct affairs in state; filing with administrator copy of amended application; contents; survivor of merger or conversion.
Section 450.3031 ‑
Foreign corporation authorized to conduct affairs in state; withdrawal; certificate; application.
Section 450.3032 ‑
Issuance of certificate of withdrawal to foreign corporation; conditions; effect.
Section 450.3035 ‑
Foreign corporation authorized to conduct affairs in state; dissolution; termination or cancellation of authority or existence; merger, conversion, or consolidation; 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; certificate of revocation; force and effect.
Section 450.3051 ‑
Action commenced by foreign corporation without certificate of authority prohibited; order of dismissal; 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; waiver; form of payment; "armed forces" defined.
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.