2006 Michigan Compiled Laws - Mich. Comp. Laws § 450.2611 Amendment of articles by incorporators; approval of other amendments; notice of meeting; vote on proposed amendment; requirements; adoption; number of amendments acted upon at 1 meeting; certificate of amendment.

Sec. 611.

(1) Before the first meeting of the board, the incorporators may amend the articles of incorporation by complying with section 631(1).

(2) Other amendments of the articles of incorporation, except as otherwise provided in this act, shall be approved by the shareholders or members entitled to vote thereon. In the case of a corporation organized upon a directorship basis, such amendments shall be approved by the directors, as provided in this section, except as otherwise provided in this act or the articles of incorporation.

(3) Notice of a meeting, setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder or member of record or director entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of meetings of shareholders, members, or directors, provided that notice of the meeting is given to each director then in office not less than 10 days before the meeting.

(4) At the meeting a vote of shareholders, members, or directors entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the outstanding shares or members entitled to vote thereon or a majority of the directors then in office, and in addition, if any class of shares or members is entitled to vote thereon as a class, the affirmative vote of a majority of the outstanding shares or members of each such class. The voting requirements of this section are subject to greater requirements as prescribed by this act for specific amendments, or as may be provided by the articles of incorporation or bylaws. In addition, unless a greater vote is required in the articles of incorporation or in a bylaw adopted by the shareholders or members, the proposed amendment shall be adopted upon receiving an affirmative vote of a majority of members or shares of shareholders present in person or by proxy at such meeting if due notice of the time, place, and object of the meeting was given by mail, at last known address, to each shareholder or member entitled to vote thereon at least 20 days prior to the date of the meeting or by publication in a publication distributed by the corporation to its shareholders or members at least 20 days prior to the date of the meeting.

(5) Any number of amendments may be acted upon at 1 meeting.

(6) Upon adoption, a certificate of amendment shall be filed as provided in section 631.

History: 1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1984, Act 209, Eff. Nov. 1, 1985