HB-6195, As Passed House, June 22, 2006

SUBSTITUTE FOR

HOUSE BILL NO. 6195

     A bill to amend 1956 PA 218, entitled

"The insurance code of 1956,"

by amending section 5245 (MCL 500.5245).

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

     Sec. 5245. (1) A majority of the board of directors

constitutes a quorum for the transaction of business, and the acts

of a majority of the directors present at a meeting at which a

quorum is present shall be the acts of the board of directors.

     (2) Upon written notice of the time and place and purpose or

purposes of any special meeting any of the directors, in-between

regular meetings of the board of directors, may consent in writing

to any specific action to be taken by the corporation  ;  and if

approved by a majority of the directors at  such  the special

meeting, including those consenting in writing,  such  the action

shall be as valid a corporation action as though authorized at a

regular meeting of the directors. The minutes of  such approval

and action shall be fully recorded, each written consent shall be

made a part thereof, and  these  the minutes and written consent

shall be reviewed at the next regular meeting of  said  the board

of directors.

(3) Unless prohibited by the articles of incorporation or

bylaws, action required or permitted to be taken under

authorization voted at a meeting of the board or a committee of the

board may be taken without a meeting if, before or after the

action, all members of the board then in office or of the committee

consent to the action in writing or by electronic transmission. The

written consents shall be filed with the minutes of the proceedings

of the board or committee. The consent has the same effect as a

vote of the board or committee for all purposes.

     Enacting section 1.  This amendatory act does not take effect

unless all of the following bills of the 93rd Legislature are

enacted into law:

     (a) House Bill No. 6194.

     (b) House Bill No. 6196.