Sec. 631.
(1) If an amendment to the articles of incorporation is made as under section 611(1)(a), a certificate of amendment signed by a majority of the incorporators shall be filed on behalf of the corporation, setting forth the amendment and certifying that the amendment was adopted by unanimous consent of the incorporators before the first meeting of the board.
(2) If an amendment to the articles of incorporation is made under section 611(1)(b) or (2), a certificate of amendment must be filed on behalf of the corporation, setting forth the amendment and certifying that it was adopted by the board of directors.
(3) If an amendment to the articles of incorporation is made under section 611(3), except as otherwise provided in this act, a certificate of amendment must be executed and filed on behalf of the corporation, setting forth the amendment and certifying that the adoption of the amendment complied with section 611(3).
(4) A certificate of amendment to the articles of incorporation shall set forth the entire article being amended. However, if the article being amended is divided into separately identified sections, the certificate of amendment need only set forth the section of the article being amended.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
Structure Michigan Compiled Laws
Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)
284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)
Section 450.1601 - General Power of Amendment.
Section 450.1602 - Specific Powers of Amendment.
Section 450.1611 - Articles of Incorporation; Amendment Procedure.
Section 450.1615 - Class Vote on Amendment.
Section 450.1621 - Dissent of Shareholder to Amendment; Payment to Dissenting Shareholder.
Section 450.1631 - Certificate of Amendment.
Section 450.1641 - Adoption of Restated Articles of Incorporation; Amendment.
Section 450.1642 - Designation and Contents of Restated Articles; Omission.
Section 450.1651 - Abandonment of Amendment; Certificate of Abandonment.