Michigan Compiled Laws
162-1982-4 - Chapter 4 (450.2401...450.2497)
Section 450.2455 - Action Requiring Vote or Concurrence of Greater Proportion of Shares, Members, or Class Than Required by Act; Amendment of Articles of Incorporation.

Sec. 455.
With respect to an action to be taken by the shareholders or members, if the articles of incorporation require the vote or concurrence of the holders of a greater proportion of the shares or a greater proportion of members, or of a class of shares or members, than required under this act with respect to the action, the articles of incorporation shall control. An amendment of the articles of incorporation that adds, changes, or deletes that provision requires the same vote that is required to amend the articles of incorporation under section 611, or the same vote that would be required to take action under that provision, whichever is greater. A failure to include a provision described in this section in the articles of incorporation does not invalidate any bylaw or agreement that would otherwise be considered valid.
History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

<< Previous
Next >>

Structure Michigan Compiled Laws

Michigan Compiled Laws

Chapter 450 - Corporations

Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)

162-1982-4 - Chapter 4 (450.2401...450.2497)

Section 450.2401 - Meetings of Shareholders or Members; Location.

Section 450.2402 - Annual Meeting of Shareholders or Members for Election of Directors and Conduct Other Business; Failure to Hold Meeting at Designated Time or Elect Sufficient Number of Directors; Adjournment of Meeting; Court Order to Hold Meeting...

Section 450.2403 - Special Meeting of Shareholders or Members; Court Order; Quorum.

Section 450.2404 - Notice of Time, Place, and Purposes of Meeting of Shareholders or Members; Manner; Contents; Notice of Adjourned Meeting; Notice Not Given; Attendance at Meeting; Participating and Voting by Remote Communication; Meeting Without No...

Section 450.2405 - Shareholder, Member, or Proxy Holder Participation in Meeting by Conference Telephone or Other Means of Remote Communication; Conditions; Participation as Presence in Person at Meeting; Participating and Voting by Remote Communicat...

Section 450.2406 - Chairperson Presiding at Meeting of Shareholders or Members; Powers, Duties, and Authority.

Section 450.2406a - Notice by Electronic Transmission.

Section 450.2407 - Taking Corporate Action Without Meeting; Consent; Notice; Statement on Filed Certificate; Consent by Electronic Transmission; Delivery.

Section 450.2408 - Taking Corporate Action Without Meeting; Shareholder or Member Action by Ballot; Requirements; Revocation of Ballot; Inclusion of Proposed Action in Ballot; Statement of Certificate.

Section 450.2409 - Taking Corporate Action Without Meeting; Voting by Shareholder or Member at Polling Place; Accessibility; Requirements; Revocation of Ballot; Inclusion of Proposed Action in Ballot; Statement on Certificate.

Section 450.2411 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2412 - Record Date.

Section 450.2413 - Making and Certifying List of Shareholders or Members Entitled to Vote at Meeting or Adjournment; Requirements; Noncompliance; Adjournment of Meeting; Validity of Action Taken.

Section 450.2415 - Quorum; Continuing Conduct of Business if Less Than Quorum; Adjournment of Meeting; Shareholders Entitled to Vote Separately.

Section 450.2421 - Authorizing Person to Act for Shareholder or Member by Proxy; Election of Directors by Proxy; Validity; Revocability; Methods of Granting Authority; Use of Copy, Facsimile, or Reproduction.

Section 450.2422 - Irrevocable Proxy.

Section 450.2423 - Revocability of Proxy.

Section 450.2431 - Inspectors at Shareholders' or Members' Meeting; Waiver; Appointment and Duties; Failure to Appoint; Vacancy; Report; Evidence.

Section 450.2432 - Beneficial Owner of Shares or Memberships Registered in Name of Nominee; Recognition by Corporation as Shareholder or Member; Procedure.

Section 450.2441 - Voting Generally.

Section 450.2442 - Voting as Class.

Section 450.2443 - Grouping of Members in Local Units; Basis; Purpose; Actions Authorized by Bylaws; Incorporation and Powers of Local Units; Powers, Rights, and Privileges of Elected Representatives or Delegates.

Section 450.2444 - Voting by Corporation or Business Corporation; Voting of Pledged Shares.

Section 450.2445 - Voting of Shares or Membership Held by Person in Representative or Fiduciary Capacity or Held Jointly by Fiduciaries.

Section 450.2446 - Voting of Shares or Membership Held by Joint Tenants or Tenants in Common.

Section 450.2447 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2447a - Voting of Shares or Memberships if Owned by Another Corporation or Business Corporation.

Section 450.2448 - Redemption of Shares; Voting.

Section 450.2451 - Voting for Directors.

Section 450.2455 - Action Requiring Vote or Concurrence of Greater Proportion of Shares, Members, or Class Than Required by Act; Amendment of Articles of Incorporation.

Section 450.2461 - Agreement as to Voting Rights.

Section 450.2466 - Transfer of Shares or Membership to Trustee; Filing of Voting Rights Agreement; Voting and Other Rights of Trustee; Inspection of Filed Copy of Voting Trust Agreement; Description of Beneficial Interests.

Section 450.2467 - Shares or Memberships Subject to Voting Trust; Liability of Trustee; Designation of 2 or More Persons as Voting Trustees.

Section 450.2468 - Extension of Voting Trust Agreement.

Section 450.2471 - Shares as Personal Property; Transfer; Applicability of MCL 440.8101 to 440.8601.

Section 450.2472 - Transfer or Registration of Bond, Share, or Membership; Written Restriction.

Section 450.2473 - Transfer or Registration of Bond, Share, or Membership; Imposition of Restrictions; Conditions.

Section 450.2481 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2485 - Books, Records, and Minutes.

Section 450.2487 - Mailing Balance Sheet and Statements to Shareholder or Member Upon Request; Inspection During Regular Business Hours; Written Demand; "Proper Purpose" Defined; Order Compelling Inspection; Burden of Proof; Powers of Court; Inspecti...

Section 450.2488 - Agreement Among Members of Corporation.

Section 450.2489 - Court Action That Certain Acts Illegal, Fraudulent, or Willfully Unfair and Oppressive; Order or Relief; "Willfully Unfair and Oppressive Conduct" Defined.

Section 450.2491 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2491a - Definitions.

Section 450.2492 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2492a - Derivate Proceeding; Criteria to Be Met by Shareholder or Member.

Section 450.2493 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2493a - Derivative Proceeding; Commencement.

Section 450.2494 - Derivative Proceeding; Investigation; Issuance of Stay.

Section 450.2495 - Derivative Proceeding; Dismissal.

Section 450.2496 - Derivative Proceeding; Discontinuance or Settlement; Court Approval Required.

Section 450.2497 - Derivative Proceeding; Termination.