Sec. 423.
(1) A proxy becomes revocable, notwithstanding a provision making it irrevocable, after the pledge is redeemed or the security interest is terminated, or the debt of the corporation is paid, or the period of employment provided for in the contract of employment has terminated, or the agreement under section 461 has terminated. In a case provided for in section 422(c) or (d), the proxy is revocable 3 years after the date of the proxy or at the end of any period specified in the proxy, whichever period is less, unless the period of irrevocability is renewed by execution of a new irrevocable proxy. This subsection does not affect the duration of a proxy under section 421(2).
(2) A proxy is revocable, notwithstanding a provision making it irrevocable, by a purchaser of shares who did not know of the existence of the provision unless the existence of the proxy and its irrevocability are noted conspicuously on the face or back of the certificate representing the shares.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
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Section 450.1411 - Repealed. 1989, Act 121, Eff.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Section 450.1447 - Repealed. 1989, Act 121, Eff.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.