Michigan Compiled Laws
162-1982-5 - Chapter 5 (450.2501...450.2571)
Section 450.2531 - Officers of Corporation; Membership; Election or Appointment; Individual Holding 2 or More Offices; Term of Office; Authority and Duties.

Sec. 531.
(1) The officers of a corporation shall consist of a president, secretary, treasurer, and, if desired, a chairperson of the board, 1 or more vice presidents, and any other officers as prescribed in the bylaws or determined by the board. Unless otherwise provided in the articles of incorporation or bylaws, the board shall elect or appoint the officers.
(2) One individual may hold 2 or more offices, but an officer shall not execute, acknowledge, or verify an instrument in more than 1 capacity if the instrument is required by law or the articles of incorporation or bylaws to be executed, acknowledged, or verified by 2 or more officers.
(3) An officer shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal.
(4) An officer, as between himself or herself, other officers, and the corporation, has the authority and shall perform the duties in the management of the corporation provided in the bylaws, or determined in accordance with a resolution or resolutions of the board that is not inconsistent with the bylaws.
History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

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Structure Michigan Compiled Laws

Michigan Compiled Laws

Chapter 450 - Corporations

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

162-1982-5 - Chapter 5 (450.2501...450.2571)

Section 450.2501 - Board of Directors; Management of Business and Affairs of Corporation; Qualifications; Powers.

Section 450.2501a - Board of Directors; Minimum Age; Requirements.

Section 450.2505 - Board; Number, Term, Election or Appointment, and Resignation of Directors.

Section 450.2506 - Dividing Directors Up to 5 Classes; Election or Appointment; Term; Expiration.

Section 450.2511 - Removal of Director; Vote.

Section 450.2514 - Removal of Director by Circuit Court.

Section 450.2515 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2515a - Vacancy.

Section 450.2521 - Regular or Special Meetings of Board; Location; Notice; Attendance or Participation as Waiver of Notice; Participation by Means of Conference Telephone or Other Remote Communication.

Section 450.2523 - Quorum; Vote Constituting Action of Board or Committee; Amendment of Bylaws.

Section 450.2525 - Taking Action Without Meeting; Consent.

Section 450.2527 - Designation of Committees; Membership; Alternates; Absent or Disqualified Member; Providing for Election or Appointment of Committees in Articles or Bylaws.

Section 450.2528 - Executive Committee Designated Under MCL 450.2527(1) or (3); Powers and Authority; Subcommittees.

Section 450.2529 - Submitting Matter to Vote.

Section 450.2531 - Officers of Corporation; Membership; Election or Appointment; Individual Holding 2 or More Offices; Term of Office; Authority and Duties.

Section 450.2535 - Removal of Officer; Suspension of Authority to Act; Contract Rights; Resignation of Officer; Notice.

Section 450.2541 - Director or Officer; Discharge of Duties; Manner; Reliance on Certain Information; Compliance; Liability; Claim for Monetary Damages for Breach of Volunteer Director's Duty; Commencement of Action.

Section 450.2545 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2545a - Transaction in Which Director or Officer Has Interest.

Section 450.2546 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2548 - Loan, Guaranty, or Assistance by Corporation for Officer or Employee.

Section 450.2551 - Liability of Directors for Certain Corporate Actions; Liability of Shareholder or Member Accepting or Receiving Distribution Contrary to Act.

Section 450.2552 - Rights of Director Against Whom Claim Successfully Asserted Under MCL 450.2551.

Section 450.2553 - Presence or Absence of Director at Meeting at Which Action Under MCL 450.2551 Taken; Presumption; Dissent.

Section 450.2554 - Commencement of Action Under MCL 450.2551 or 450.2552.

Section 450.2556 - Volunteer's Acts or Omissions; Claim for Monetary Damages.

Section 450.2561 - Indemnification of Director, Officer, Partner, Trustee, Employee, Nondirector Volunteer, or Agent in Connection With Action, Suit, or Proceeding; Conditions; Presumption.

Section 450.2562 - Indemnification Against Expenses of Director, Officer, Partner, Trustee, Employee, Nondirector Volunteer, or Agent in Connection With Action or Suit by or in Right of Corporation; Conditions; Limitations.

Section 450.2563 - Indemnification for Expenses of Director, Officer, or Nondirector Volunteer Successful in Defense of Action, Suit, or Proceeding Referred to in MCL 450.2561 or 450.2562.

Section 450.2564 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2564a - Indemnification of Director, Officer, Employee, Nondirector Volunteer, or Agent Under MCL 450.2561 or 450.2562; Authorization; Basis; Determination; Evaluation; Designation of Committee or Selection of Legal Counsel; Indemnificati...

Section 450.2564b - Expenses Incurred by Director, Officer, Employee, Nondirector Volunteer, or Agent; Reimbursement; Agreement; Advances.

Section 450.2564c - Indemnification of Director, Officer, Employee, Nondirector Volunteer, or Agent; Application to Court; Determination.

Section 450.2565 - Indemnification or Advance of Expenses Not Exclusive of Other Rights; Limitation; Continuation; Amended Provision.

Section 450.2567 - Purchase and Maintenance of Insurance on Behalf of Director, Officer, Employee, Nondirector Volunteer, or Agent.

Section 450.2569 - Scope of "Corporation" for Purposes of MCL 450.2561 to 450.2567.

Section 450.2571 - Definitions.