2006 Michigan Compiled Laws - Mich. Comp. Laws § 450.2546 Burden 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.
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Act 162 of 1982 450.2546 Burden 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. Sec. 546. (1) When the validity of a contract described in section 545 is questioned, the burden of establishing its validity on the grounds prescribed in section 545 is upon the director, officer, corporation, firm, or association asserting its validity. (2) Common or interested directors may be counted in determining the presence of a quorum at a board or committee meeting at which a contract or transaction described in section 545 is authorized, approved, or ratified. (3) The board, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors or officers, but approval of the shareholders or members is required if the articles of incorporation, bylaws, or other provisions of this act so provide.
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