February 15, 2006, Introduced by Reps. Gaffney and Lemmons, III and referred to the Committee on Commerce.
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending sections 231, 441, and 505 (MCL 450.1231, 450.1441, and
450.1505), sections 231 and 441 as amended by 1989 PA 121 and
section 505 as amended by 1993 PA 91.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 231. The initial bylaws of a corporation shall be adopted
by its incorporators, its shareholders, or its board under section
223. The shareholders or the board may amend or repeal
the bylaws
or
adopt new bylaws unless the articles of incorporation or bylaws
provide
that the power to After
adoption of the initial bylaws,
the power to amend or repeal the bylaws or adopt new bylaws is
reserved
exclusively to the shareholders. or that the bylaws or
any
particular bylaw shall not be altered or repealed by the board.
The bylaws may contain any provision for the regulation and
management of the affairs of the corporation not inconsistent with
law or the articles of incorporation.
Sec. 441. (1) Except as provided in sections 794 and 798, each
outstanding share is entitled to 1 vote on each matter submitted to
a vote, unless otherwise provided in the articles of incorporation.
A vote may be cast either orally or in writing, unless otherwise
provided in the bylaws.
(2) If
an action, other than the election of directors,
Except as provided in subsection (3) or (4), an action that is to
be
taken by vote of the shareholders
, it shall be authorized by
a majority of the votes cast by the holders of shares entitled to
vote on the action, unless a greater vote is required by the
articles or another section of this act.
(3) Except as otherwise provided by the articles, directors
shall be elected by a plurality of the votes cast at an election.
(4) The amendment or repeal of the bylaws or the adoption of
new bylaws shall be authorized by a majority of the votes cast by
the holders of shares entitled to vote on that action.
Sec. 505. (1) The board shall consist of 1 or more members.
The number of directors shall be fixed by, or in the manner
provided in, the bylaws, unless the articles of incorporation fix
the number.
(2) The term of office of a director is 3 years. A different
term of office specified in the articles of incorporation or bylaws
is not enforceable. The first board of directors shall hold office
until
the first third
annual meeting of shareholders after the
formation
of the corporation. At the first
third annual meeting
of shareholders after the formation of the corporation and at each
third succeeding annual meeting thereafter, the shareholders shall
elect
directors to hold office until the succeeding annual
meeting,
except in case of the classification of directors as
permitted
by this act for 3-year terms.
(3) A director shall hold office for the 3-year term for which
he or she is elected and until his or her successor is elected and
qualified ,
or until his or her resignation or removal. A
director may resign by written notice to the corporation. The
resignation is effective upon its receipt by the corporation or a
later time as set forth in the notice of resignation.
(4) (3)
The shareholders or board may designate 1 or more
directors
as an independent director. Any director so designated
shall
be as an independent
director is entitled to reasonable
compensation in addition to compensation paid to directors
generally, as determined by the board or shareholders, and
reimbursement for expenses reasonably related to service as an
independent director. An independent director may communicate with
shareholders at the corporation's expense, as part of a
communication or report sent by the corporation to shareholders. An
independent director shall not have any greater duties or
liabilities than any other director.