2006 Michigan Compiled Laws - Mich. Comp. Laws § 450.2407 Taking corporate action without meeting; consent; notice; statement on filed certificate.

Sec. 407.

(1) The articles of incorporation may provide that any action required or permitted by this act to be taken at an annual or special meeting of shareholders or members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock or members having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares or members entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders or members who have not consented in writing.

(2) If the action consented to would have required filing of a certificate under any other section of this act, if such action had been voted upon by shareholders or members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by that section concerning a vote of shareholders or members, that both written consent and written notice have been given as provided in this section.

(3) Any action required or permitted by this act to be taken at an annual or special meeting of shareholders or members may be taken without a meeting, without prior notice and without a vote, if all the shareholders or members entitled to vote thereon consent thereto in writing.

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