2006 Michigan Compiled Laws - CHAPTER 5 (450.2501...450.2569)

Act 162 of 1982
Chapter 5

Section 450.2501Management of business and affairs of corporation by board; qualifications of directors; powers of board.
Section 450.2501aBoard of directors; minimum age; requirements.
Section 450.2505Board; number, term, and election or appointment of directors; resignation of director.
Section 450.2506Dividing directors into 2 or more classes; election or appointment; term; expiration; election of directors by shareholders or members of class.
Section 450.2511Removal of director or entire board.
Section 450.2515Filling of vacancies; increase in number of directors; special meeting where no directors in office.
Section 450.2521Regular or special meetings of board; location; notice; waiver; participation by means of communications equipment.
Section 450.2523Quorum; vote constituting action of board or committee; amendment of bylaws.
Section 450.2525Taking action without meeting; consent.
Section 450.2527Designation of committees; membership; alternates; term; providing for election or appointment of committees in articles or bylaws.
Section 450.2528Committee designated pursuant to § 450.2527; powers and authority.
Section 450.2531Officers of corporation; election or appointment; person holding 2 or more offices; term of office; authority and duties.
Section 450.2535Removal of officer; suspension of authority to act; contract rights; resignation of officer; notice.
Section 450.2541Director or officer; discharge of duties; compliance with § 451.1207; liability of volunteer director; action against director or officer for failure to perform duties.
Section 450.2545Transaction between corporation and directors or officers, or between corporation and corporation or business corporation, firm, or association in which directors or officers interested, not void or voidable; conditions.
Section 450.2546Burden of establishing validity of contract described in § 450.2545; grounds; counting common or interested directors in determining presence of quorum; compensation of directors; approval of shareholders or members.
Section 450.2548Loan, guaranty, or assistance by corporation for officer or employee.
Section 450.2551Liability of directors for certain corporate actions; liability of shareholder or member accepting or receiving unauthorized distribution.
Section 450.2552Rights of director against whom claim successfully asserted under § 450.2551.
Section 450.2553Presence or absence of director at meeting at which action referred to in § 450.2551 taken; presumption; dissent.
Section 450.2554Commencement of action under § 450.2551 or 450.2552.
Section 450.2556Volunteer's acts or omissions; claim for monetary damages.
Section 450.2561Indemnification of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action, suit, or proceeding; conditions; presumption.
Section 450.2562Indemnification 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 450.2563Indemnification against expenses of director, officer, employee, nondirector volunteer, or agent successful in defense of action, suit, or proceeding referred to in §§ 450.2561 or 450.2562; authorization; determination; indemnification for portion of expenses.
Section 450.2564Advance payment by corporation of expenses incurred in defending action, suit, or proceeding described in §§ 450.2561 or 450.2562; repayment.
Section 450.2565Indemnification or advancement of expenses not exclusive of other rights; limitation; continuation of indemnification.
Section 450.2567Purchase and maintenance of insurance on behalf of director, officer, employee, nondirector volunteer, or agent.
Section 450.2569Scope of "corporation" for purposes of §§ 450.2561 to 450.2567; effect.

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