Michigan Compiled Laws
162-1982-5 - Chapter 5 (450.2501...450.2571)
Section 450.2565 - Indemnification or Advance of Expenses Not Exclusive of Other Rights; Limitation; Continuation; Amended Provision.

Sec. 565.
(1) An indemnification or advance of expenses provided under sections 561 to 564c is not exclusive of other rights to which a person seeking indemnification or advance of expenses may be entitled under the articles of incorporation, bylaws, or a contractual agreement. The total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person that is seeking indemnification or advance of expenses.
(2) Indemnification under sections 561 to 565 continues for a person that ceases to be a director, officer, employee, nondirector volunteer, or agent and inures to the benefit of the heirs, personal representatives, and administrators of the person.
(3) A right of indemnification or to advancement of expenses under a provision of the articles of incorporation or the bylaws is not eliminated or impaired by an amendment to the provision after the occurrence of the act or omission that is the subject of the formal or informal, administrative or investigative action, suit, or proceeding for which indemnification or advancement of expenses is sought unless the provision in effect at the time of the act or omission explicitly authorizes that elimination or impairment after the action or omission has occurred.
History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1987, Act 170, Eff. Jan. 1, 1988 ;-- Am. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

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Section 450.2515 - Repealed. 2014, Act 557, Imd.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.