Michigan Laws 450.1209 – Articles of incorporation; permissible provisions
Current as of: 2024 | Check for updates
|
Other versions
(1) The articles of incorporation may contain any provision not inconsistent with this act or another statute of this state, including any of the following:
(a) A provision for management of the business and conduct of the affairs of the corporation, or creating, defining, limiting, or regulating the powers of the corporation, its directors and shareholders, or a class of shareholders.
Terms Used In Michigan Laws 450.1209
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories belonging to the United States; and the words "United States" shall be construed to include the district and territories. See Michigan Laws 8.3o
- Statute: A law passed by a legislature.
(b) A provision that under this act is required or permitted to be set forth in the bylaws.
(c) A provision eliminating or limiting a director’s liability to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:
(i) The amount of a financial benefit received by a director to which he or she is not entitled.
(ii) Intentional infliction of harm on the corporation or the shareholders.
(iii) A violation of section 551.
(iv) An intentional criminal act.
(2) If the articles of incorporation contain a provision eliminating the liability of a director prior to the amendatory act that amended subsection (1) and added this subsection, that provision shall be considered to eliminate the liability of a director as provided in subsection (1)(c).