Michigan Compiled Laws
284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571)
Section 450.1561 - Indemnification of Certain Persons Generally.

Sec. 561.
A corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1987, Act 1, Eff. Mar. 1, 1987

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.