SB-0396, As Passed Senate, June 22, 2011
SENATE BILL No. 396
A bill to amend 1857 PA 72, entitled
"An act amendatory to the several acts in relation to the Wesleyan
Seminary at Albion, and the Albion Female Collegiate Institute,"
by amending section 2 (MCL 390.702) and by adding sections 1a, 7,
7a, 7b, and 7c; and to repeal acts and parts of acts.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 1a. As used in this act:
(a) "Board of trustees" means the board of trustees of Albion
college created in section 1.
(b) "College" means Albion college, created in section 1.
(c) "Nontrustee volunteer" means an individual, other than a
volunteer trustee, performing services for the college who does not
receive compensation or any other type of consideration for the
services other than reimbursement for expenses actually incurred.
(d) "Trustee" means a member of the board of trustees.
(e) "Volunteer trustee" means a trustee who does not receive
anything of more than nominal value from the college for serving as
a trustee other than reasonable per diem compensation and
reimbursement for actual, reasonable, and necessary expenses
incurred by a trustee in his or her capacity as a trustee.
Sec. 2. (1) The board of trustees of Albion college shall
consist of not more than 33 trustees, consisting of the following:
(a) The president of the college.
(b)
The resident bishop of the Michigan area of the United
Methodist
Church.
(c)
An ordained active minister of the United Methodist Church
designated
by the West Michigan Annual Conference.
(d)
An ordained active minister of the United Methodist Church
designated
by the Detroit Annual Conference.
(e)
A layman of the United Methodist Church designated by the
West
Michigan Annual Conference.
(f)
A layman of the United Methodist Church designated by the
Detroit
Annual Conference.
(g)
A layman of the United Methodist Church designated by the
West
Michigan Annual Conference or the Detroit Annual Conference in
alternation,
the West Michigan Annual Conference to designate the
first
trustee.
(b) Not more than 6 trustees, the number to be determined by
the board of trustees, appointed by the United Methodist Church.
(c) Not more than 2 trustees who are recent graduates of the
college, the number to be determined by the board of trustees,
appointed by the president of the college. Trustees appointed under
this subdivision shall serve staggered 2-year terms.
(d) (h)
Six Not more than 6 trustees, designated the number to
be determined by the board of trustees, appointed by the Albion
college alumni association.
(e) (i)
Twenty Not more than 20 trustees, designated the
number to be determined by the board of trustees, appointed by the
remaining
trustees then in office.
(2)
Trustees serving on the effective date of this 1972
amendatory
act shall complete their unexpired terms. The terms of
successive
trustees shall be staggered so that 10 trustees are
designated
each year and 11 each third year. Each trustee shall
serve
a term of 3 years and until his successor is selected. Unless
otherwise provided in bylaws of the college adopted by the trustees
under section 3, the term of office of a trustee appointed under
subsection (1)(b), (d), or (e) is 3 years. The term of office of a
trustee appointed under subsection (1)(c) is 2 years, except that
the board of trustees may appoint an individual for a 1-year term
so that the terms of office of board members appointed under
subsection (1)(c) are staggered.
(3) The board of trustees may provide in bylaws adopted under
section 3 a limitation on the number of consecutive terms an
individual may serve as a trustee.
(4) A trustee appointed under subsection (1)(b), (c), (d), or
(e) may serve in office only until the expiration of that trustee's
term, regardless of whether a successor has been appointed.
Sec. 7. A volunteer trustee or a nontrustee volunteer who is
an officer of the college has no personal liability to the college
for monetary damages for a breach of the trustee's or officer's
fiduciary duty. This provision does not eliminate or limit the
liability of a trustee or officer for any of the following:
(a) A breach of the trustee's or officer's duty of loyalty to
the college.
(b) Acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law.
(c) Any distribution of assets of the college in violation of
applicable law.
(d) A transaction from which the trustee or officer derived an
improper personal benefit.
(e) An act or omission occurring before the effective date of
this amendment.
(f) An act or omission that is grossly negligent.
Sec. 7a. During the time that the college is tax exempt under
section 501(c)(3) of the internal revenue code, 26 USC 501, the
college assumes all liability to any person other than the college
for all acts or omissions of a volunteer trustee incurred in the
good faith performance of the volunteer trustee's duties.
Sec. 7b. The college assumes the liability for all acts or
omissions of a person who is a volunteer trustee or nontrustee
volunteer occurring on or after the effective date of the
amendatory act that added this section if all of the following are
met:
(a) The person was acting or reasonably believed he or she was
acting within the scope of his or her authority.
(b) The volunteer was acting in good faith.
(c) The volunteer's conduct did not amount to gross negligence
or willful and wanton misconduct.
(d) The volunteer's conduct was not an intentional tort.
(e) The volunteer's conduct was not a tort arising out of the
ownership, maintenance, or use of a motor vehicle for which tort
liability may be imposed under section 3135 of the insurance code
of 1956, 1956 PA 218, MCL 500.3135.
Sec. 7c. A claim for monetary damages for an act or omission
of a volunteer trustee or a nontrustee volunteer shall not be
brought or maintained against that volunteer trustee or nontrustee
volunteer. The claim shall be brought and maintained against the
college.
Enacting section 1. Sections 4 and 8 of 1857 PA 72, MCL
390.704 and 390.708, are repealed.