December 2, 2014, Introduced by Rep. Haines and referred to the Committee on Local Government.
A bill to amend 1987 PA 230, entitled
"Municipal health facilities corporations act,"
by amending sections 206, 207, 255, and 256 (MCL 331.1206,
331.1207, 331.1255, and 331.1256), section 206 as amended by 1994
PA 398, sections 207 and 256 as amended by 2010 PA 331, and section
255 as added by 1988 PA 502.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 206. (1) Except as provided in section 203, the
incorporation
of a corporation by a county shall be is accomplished
by approval of articles of incorporation by resolution of the
county board of commissioners. The incorporation of a subsidiary
corporation
by a county shall be is accomplished by approval of
articles of incorporation by resolution of the county board of
commissioners.
(2) The articles of incorporation of a corporation or
subsidiary
corporation established by a county shall set forth the
include all of the following:
(a)
The name of the corporation or
subsidiary corporation. ;
the
(b)
The purposes for which it the corporation or subsidiary
corporation is created, which may include all of the purposes for
which a corporation or subsidiary corporation may be organized
under
this act. ; the
(c) The number, terms, and manner of selection of the officers
of
its the board of trustees of the corporation or
subsidiary board
of the subsidiary corporation, as applicable, which shall include a
chairperson and a secretary, and a general description of their
respective
powers and duties. ; the
(d)
The date upon on which
the incorporation becomes of
the
corporation
or subsidiary corporation is effective. ;
and the
(e)
The name of the newspaper in which or link to the website
where the county clerk is publishing or posting the articles of
incorporation
shall be published. under
section 207(1).
(3) The articles of incorporation of a subsidiary corporation
shall also contain the name of the corporation acting as its parent
,
and shall specify the size of the
subsidiary board in accordance
with section 209(1).
(4) The articles of incorporation of a corporation established
by a county may specify transactions otherwise within the powers of
its board of trustees which shall require approval by resolution of
the county board of commissioners, and may also contain other
matters
provisions considered expedient to be included for
inclusion in the articles of incorporation.
(5) The articles of incorporation of a subsidiary corporation
incorporated by a county may specify transactions otherwise within
the powers of its subsidiary board which shall require approval by
resolution of the board of trustees of its designated parent
corporation,
and may also contain other matters provisions
considered
expedient to be included for
inclusion in the articles
of incorporation.
Sec. 207. (1) The articles of incorporation of a corporation
incorporated by a county shall be executed in duplicate by the
chairperson of the county board of commissioners or other
commissioner designated by the county board of commissioners. The
articles of incorporation of a subsidiary corporation of a
corporation incorporated by a county shall be executed in duplicate
by the chairperson of the board of trustees of the parent
corporation, or other trustee designated by the board of trustees.
The articles of incorporation shall then be delivered to the county
clerk who shall file 1 copy in his or her office and the other with
the secretary of the corporation or subsidiary corporation when a
secretary
is selected. The county clerk shall cause provide public
notice of the incorporation of the corporation or subsidiary
corporation by meeting 1 of the following:
(a) Before January 1, 2015, publishing a copy of the articles
of
incorporation to be published once in a newspaper designated in
the articles of incorporation and circulating within the county,
accompanied by a statement that the right exists to question the
validity of the incorporation in court as provided in this section.
(b) Beginning January 1, 2015, providing public notice of the
incorporation by publishing or posting the articles of
incorporation and the statement described in subdivision (a) in the
same manner that tier B public notice with a link is provided under
the local government public notice act.
(2) The county clerk shall file 1 printed copy of articles of
incorporation delivered to him or her under subsection (1) with the
secretary of state and 1 printed copy in his or her office. The
county clerk shall attach to each of the printed copies his or her
certificate setting forth that the copy is a true and complete copy
of the original articles of incorporation on file in his or her
office.
(3) The incorporation of a corporation or a subsidiary
corporation described in this section is effective at the time
provided in the articles of incorporation.
(4) The validity of the incorporation of a corporation or a
subsidiary corporation described in this section is conclusively
presumed unless questioned in a court of competent jurisdiction
within 60 days after the certified copy of the articles of
incorporation of that corporation or subsidiary corporation is
filed with the secretary of state under subsection (2).
(5) This section does not apply to articles of incorporation
of a restructured corporation or restructured subsidiary
corporation described in section 305a.
Sec. 255. (1) The incorporation of a corporation by a city or
village
shall be is accomplished by approval of articles of
incorporation by resolution of the city council or village council.
The
incorporation of a subsidiary corporation shall be is
accomplished by approval of articles of incorporation by resolution
of the city council or village council.
(2) The articles of incorporation shall set forth
the include
all of the following:
(a)
The name of the corporation or
subsidiary corporation. ;
the
(b)
The purposes for which it the corporation or subsidiary
corporation is created, which may include all of the purposes for
which a corporation or subsidiary corporation may be organized
under
this act. ; the
(c) The number, terms, and manner of selection of the officers
of
its the board of trustees of the corporation or
subsidiary board
of the subsidiary corporation, as applicable, which shall include a
chairperson and a secretary, and a general description of their
respective
powers and duties. ; the
(d)
The date upon on which
the incorporation shall become of
the
corporation or subsidiary corporation is effective. ;
and the
(e)
The name of the newspaper in which or link to the website
where the city clerk or village clerk is publishing or posting the
articles
of incorporation shall be published. under section 256(1).
(3) The articles of incorporation of a subsidiary corporation
shall also contain the name of the corporation acting as its parent
,
and shall specify the size of the
subsidiary board in accordance
with section 258(2).
(4) The articles of incorporation of a corporation may specify
transactions otherwise within the powers of its board of trustees
which shall require approval by resolution of the city council or
village
council, and may also contain other matters provisions
considered
expedient to be included for
inclusion in the articles
of incorporation.
(5) The articles of incorporation of a subsidiary corporation
may specify transactions otherwise within the powers of its
subsidiary board which shall require approval by resolution of the
board of trustees of its designated parent corporation, and may
also
contain other matters provisions
considered expedient to be
included
for inclusion in the articles of incorporation.
Sec. 256. (1) The articles of incorporation of a corporation
incorporated by a city or village shall be executed in duplicate by
the chairperson of the city council or the president of the village
council or other member of the city council or village council
designated by the city council or village council. The articles of
incorporation of a subsidiary corporation of a corporation
incorporated by a city or village shall be executed in duplicate by
the chairperson of the board of trustees of the parent corporation,
or other trustee designated by the board of trustees. The articles
of incorporation shall then be delivered to the city clerk or
village clerk who shall file 1 copy in his or her office and the
other with the secretary of the corporation or subsidiary
corporation when a secretary is selected. The city clerk or village
clerk
shall cause provide public
notice of the incorporation of the
corporation or subsidiary corporation by meeting 1 of the
following:
(a) Before January 1, 2015, publishing a copy of the articles
of
incorporation to be published once in a newspaper designated in
the articles of incorporation and circulating within the city or
village, accompanied by a statement that the right exists to
question the validity of the incorporation in court as provided in
this section.
(b) Beginning January 1, 2015, providing public notice of the
incorporation by publishing or posting the articles of
incorporation and the statement described in subdivision (a) in the
same manner that tier B public notice with a link is provided under
the local government public notice act.
(2) The city clerk or village clerk shall file 1 printed copy
of articles of incorporation delivered to him or her under
subsection (1) with the secretary of state and 1 printed copy in
his or her office. The city clerk or village clerk shall attach to
each of the printed copies his or her certificate setting forth
that the copy is a true and complete copy of the original articles
of incorporation on file in his or her office.
(3) The incorporation of a corporation or a subsidiary
corporation described in this section is effective at the time
provided in the articles of incorporation, but not before approval
of the question of incorporation by the city or village electors
under section 251.
(4) The validity of the incorporation of a corporation or a
subsidiary corporation described in this section is conclusively
presumed unless questioned in a court of competent jurisdiction
within 60 days after the certified copy of the articles of
incorporation of that corporation or subsidiary corporation is
filed with the secretary of state under subsection (2).
(5) This section does not apply to articles of incorporation
of a restructured corporation or restructured subsidiary
corporation described in section 305a.
Enacting section 1. This amendatory act does not take effect
unless House Bill No. 5560 of the 97th Legislature is enacted into
law.