Sec. 404.
(1) Except as otherwise provided in this act, written notice of the time, place if any, and purposes of a meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at the meeting. Notice may be given personally, by mail, or by electronic transmission. If a shareholder or proxy holder may be present and vote at the meeting by remote communication, the means of remote communication allowed shall be included in the notice.
(2) Unless the corporation has securities registered under section 12 of title I of the securities exchange act of 1934, chapter 404, 48 Stat. 892, 15 U.S.C. 78l, notice of the purposes of a meeting shall include notice of shareholder proposals that are proper subjects for shareholder action and are intended to be presented by shareholders who have notified the corporation in writing of their intention to present the proposals at the meeting. The bylaws may establish reasonable procedures for the submission of proposals to the corporation in advance of the meeting.
(3) If a meeting is adjourned to another time or place, it is not necessary, unless the bylaws otherwise provide, to give notice of the adjourned meeting if the time, and place if any, to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. A shareholder or proxy holder may be present and vote at the adjourned meeting by a means of remote communication if he or she was permitted to be present and vote by that means of remote communication in the original meeting notice. At the adjourned meeting, only business that might have been transacted at the original meeting may be transacted if a notice of the adjourned meeting is not given. If after the adjournment the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under subsection (1).
(4) A shareholder's attendance at a meeting will result in both of the following:
(a) Waiver of objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
(b) Waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001
Structure Michigan Compiled Laws
Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)
284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)
Section 450.1401 - Meetings of Shareholders; Place.
Section 450.1402 - Annual Meeting of Shareholders.
Section 450.1403 - Special Meeting of Shareholders.
Section 450.1406 - Meeting of Shareholders; Duties of Chairperson.
Section 450.1406a - Electronic Transmission as Notice; Consent.
Section 450.1407 - Corporate Action Without Meeting, Notice, or Vote of Shareholders.
Section 450.1411 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Section 450.1412 - Fixing Record Dates for Certain Purposes.
Section 450.1413 - List of Shareholders Entitled to Vote.
Section 450.1415 - Shareholder Meeting; Quorum.
Section 450.1422 - Irrevocable Proxy.
Section 450.1423 - Revocable Proxy.
Section 450.1431 - Inspectors at Shareholders' Meetings.
Section 450.1432 - Procedure Recognizing Beneficial Owner of Shares as Shareholder.
Section 450.1441 - Voting by Shareholders.
Section 450.1442 - Voting as a Class or Series.
Section 450.1444 - Voting Shares Standing in Name of Another Corporation; Voting Pledged Shares.
Section 450.1445 - Voting Shares Held by Representatives or Fiduciaries.
Section 450.1446 - Voting by Joint Tenants or Tenants in Common.
Section 450.1447 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Section 450.1447a - Voting Shares Owned by Second Corporation.
Section 450.1448 - Voting of Redeemable Shares.
Section 450.1451 - Cumulative Voting.
Section 450.1455 - Articles Control Where Voting Requirements Exceed Those of Act.
Section 450.1461 - Voting Agreements Between Shareholders.
Section 450.1463 - Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997.
Section 450.1466 - Voting Trust Agreement; Certificates.
Section 450.1468 - Extending Duration of Voting Trust Agreement.
Section 450.1471 - Shares as Personal Property; Shares Transferable.
Section 450.1481 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Section 450.1485 - Corporate Books, Records, and Minutes.
Section 450.1488 - Shareholder Agreement.
Section 450.1489 - Action by Shareholder.
Section 450.1491 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Section 450.1491a - Definitions.
Section 450.1492 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Section 450.1492a - Commencement of Derivative Proceeding by Shareholder; Criteria.
Section 450.1493 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Section 450.1493a - Commencement of Derivative Proceeding by Shareholder; Criteria.
Section 450.1494 - Stay of Derivative Proceeding; Condition.
Section 450.1495 - Dismissal of Derivative Proceeding; Determination.
Section 450.1497 - Termination of Derivative Proceeding; Order of Court.