2006 Michigan Compiled Laws - Mich. Comp. Laws § 450.2261 Corporate powers; duration of existence of certain corporations incorporated before effective date of act; fixed limitation or term; waiver of right to perpetual existence; nonprofit power corporation.

NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982


450.2261 Corporate powers; duration of existence of certain corporations incorporated before effective date of act; fixed limitation or term; waiver of right to perpetual existence; nonprofit power corporation.

Sec. 261.

(1) A corporation, subject to any limitation provided in this act, in any other statute of this state, in its articles of incorporation or otherwise by law, shall have power in furtherance of its corporate purposes to:

(a) Have perpetual duration.

(b) Sue and be sued in all courts and participate in actions and proceedings judicial, administrative, arbitrative or otherwise, in like cases as natural persons.

(c) Have a corporate seal, and alter the seal, and use it by causing it or a facsimile to be affixed, impressed, or reproduced in any other manner.

(d) Adopt, amend, or repeal bylaws, including emergency bylaws, relating to the purposes of the corporation, the conduct of its affairs, its rights and powers, and the rights and powers of its shareholders, members, directors, or officers.

(e) Elect or appoint officers, employees, and other agents of the corporation, prescribe their duties, fix their compensation and the compensation of directors, and indemnify corporate directors, officers, employees, and agents.

(f) Purchase, receive, take by grant, gift, devise, bequest, or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use, and otherwise deal in and with, real or personal property, or an interest therein, wherever situated, either absolutely or in trust and without limitation as to amount or value.

(g) Sell, convey, lease, exchange, transfer, or otherwise dispose of, or mortgage or pledge, or create a security interest in, any of its property, or an interest therein, wherever situated.

(h) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use, and otherwise deal in and with, bonds and other obligations, shares or other securities or interests or memberships issued by others, whether engaged in similar or different business, governmental, or other activities, including banking corporations or trust companies. A corporation organized or conducting affairs in this state under this act may not guarantee or become surety upon a bond or other undertaking securing the deposit of public money.

(i) Make contracts, give guarantees, and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property or an interest therein, wherever situated.

(j) Lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds loaned or invested.

(k) Make donations for public welfare or for community fund, hospital, charitable, educational, scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof.

(l) Pay pensions, establish and carry out pension, savings, thrift, and other retirement, incentive, and benefit plans, trusts and provisions for any of its directors, officers, and employees.

(m) Purchase, receive, take, otherwise acquire, own, hold, sell, lend, exchange, transfer, otherwise dispose of, pledge, use, and otherwise deal in and with its own shares, bonds, and other securities.

(n) Participate with others in any corporation, business corporation, partnership, limited partnership, joint venture, or other association of any kind, or participate with others in any transaction, undertaking, or agreement which the participating corporation would have power to conduct by itself, whether or not the participation involves sharing or delegation of control with or to others.

(o) Cease its corporate activities and dissolve.

(p) Conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this act in any jurisdiction within or without the United States, and, in the case of a corporation the purpose or purposes of which require the transaction of business, the receipt and payment of money, the care and custody of property, and other incidental business matters, transact such business, receive, collect, and disburse such money and engage in such other incidental business matters as are naturally or properly within the scope of its articles.

(q) Have and exercise all powers necessary or convenient to effect any purpose for which the corporation is formed.

(2) A corporation subject to Act No. 157 of the Public Acts of 1976, being sections 451.1201 to 451.1210 of the Michigan Compiled Laws, shall have all powers granted under this act and Act No. 157 of the Public Acts of 1976. However, in the event of an inconsistency between this act and Act No. 157 of the Public Acts of 1976, Act No. 157 shall control.

(3) The corporate existence of all corporations incorporated before the effective date of this act, without capital stock, for religious, benevolent, social, or fraternal purposes, shall be deemed to be in perpetuity. A limitation or term fixed in the articles or in the law under which the corporation originally incorporated shall not be effective unless the corporation has affirmatively waived its right to perpetual existence subsequent to September 18, 1931, by fixing a definite term of existence by amendment to its articles.

(4) Any nonprofit power corporation which is authorized to furnish electric service may construct, maintain, and operate its lines along, over, across or under any public places, streets and highways, and across or under the waters in this state, with all necessary erections and fixtures. A nonprofit power corporation may exercise the power of eminent domain, in the manner provided by Act No. 87 of the Public Acts of 1980, as amended, being sections 213.51 to 213.77 of the Michigan Compiled Laws. As a condition to the exercise of any of these powers, nonprofit corporations shall be subject to the jurisdiction of the Michigan public service commission pursuant to Act No. 106 of the Public Acts of 1909, as amended, being sections 460.551 to 460.559 of the Michigan Compiled Laws, Act No. 419 of the Public Acts of 1919, as amended, being sections 460.51 to 460.62 of the Michigan Compiled Laws, and Act No. 3 of the Public Acts of 1939, as amended, being sections 460.1 to 460.8 of the Michigan Compiled Laws.


History: 1982, Act 162, Eff. Jan. 1, 1983



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