Michigan Compiled Laws
284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571)
Section 450.1505 - Number, Election, and Term of Directors; Resignation; Designation, Compensation, and Expenses of Independent Director; Communication of Independent Director With Shareholders.

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 first board of directors shall hold office until the first annual meeting of shareholders. At the first annual meeting of shareholders and at each 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. A director shall hold office for the 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.
(3) The shareholders or board may designate 1 or more directors as an independent director. Any director so designated shall be 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.
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

Michigan Compiled Laws

Chapter 450 - Corporations

Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)

284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571)

Section 450.1501 - Management of Corporation; Qualifications of Director.

Section 450.1505 - Number, Election, and Term of Directors; Resignation; Designation, Compensation, and Expenses of Independent Director; Communication of Independent Director With Shareholders.

Section 450.1506 - Division of Directors Into Classes; Terms of Directors in First, Second, or Third Class; Election.

Section 450.1511 - Removal of Directors by Shareholders.

Section 450.1514 - Removal of Director by Court.

Section 450.1515 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1515a - Filling Vacancy in Board.

Section 450.1521 - Regular or Special Meetings of Board.

Section 450.1523 - Quorum; Majority Vote as Constituting Action of Board.

Section 450.1525 - Consent to Action of Board Without Meeting.

Section 450.1527 - Committees; Designation by Board; Membership; Absence or Disqualification of Member; Terms.

Section 450.1528 - Committees; Powers and Authority; Limitations; Subcommittees.

Section 450.1529 - Submission of Matter to Shareholder Vote.

Section 450.1531 - Officers of Corporation; Election or Appointment; Holding 2 or More Offices; Authority and Duties.

Section 450.1535 - Removal or Resignation of Officers; Contract Rights.

Section 450.1541 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1541a - Director or Officer; Manner of Discharging Duties; Reliance on Information, Opinions, Reports, or Statements; Action Against Director or Officer; Limitations.

Section 450.1545 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1545a - Interest of Director or Officer in Transaction; Compensation of Directors.

Section 450.1546 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1548 - Loan, Guaranty, or Assistance by Corporation to Director, Officer, or Employee.

Section 450.1551 - Liability of Directors for Corporate Actions; Liability of Shareholders Accepting or Receiving Share Dividend or Distribution.

Section 450.1552 - Rights of Director Against Whom Claim Is Successfully Asserted Under MCL 450.1551.

Section 450.1553 - Presumption of Concurrence by Director in Corporation Action; Effect of Dissent.

Section 450.1554 - Action Against Director or Shareholder; Limitation.

Section 450.1561 - Indemnification of Certain Persons Generally.

Section 450.1562 - Additional Provisions for Indemnification of Certain Persons.

Section 450.1563 - Indemnification Against Actual and Reasonable Expenses.

Section 450.1564 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1564a - Indemnification Under MCL 450.1561, MCL 450.1562, or MCL 450.1563; Determination and Evaluation; Designation of Committee or Selection of Independent Legal Counsel; Partial Indemnification; Payment Authorization; Indemnification f...

Section 450.1564b - Payment or Reimbursement of Party in Advance of Final Disposition of Proceeding; Undertaking as Unlimited General Obligation; Evaluation of Reasonableness; Advancement of Expenses.

Section 450.1564c - Application for Indemnification to Court; Determination.

Section 450.1565 - Limitation on Total Amount of Expenses Advanced or Indemnified; Duration of Indemnification; Elimination or Impairment.

Section 450.1567 - Liability Insurance.

Section 450.1569 - “Corporation” Defined for Purposes of MCL 450.1561 to 450.1567; "Business Organization" Defined.

Section 450.1571 - Definitions.