2006 Michigan Compiled Laws - Mich. Comp. Laws § 450.2815 Renewal of corporate existence.

Sec. 815.

A corporation whose term has expired may renew its corporate existence, if a proceeding pursuant to section 851 is not pending, in the following manner:

(a) The board shall adopt a resolution that the corporate existence be renewed.

(b) If the corporation is organized upon a stock or membership basis, the proposed renewal shall be submitted for approval at a meeting of shareholders or members. Notice shall be given to each shareholder or member of record entitled to vote at the meeting within the time and in the manner provided in this act for the giving of notice of meetings of shareholders or members, and shall state that a purpose of the meeting is to vote on the renewal of corporate existence. At the meeting a vote of shareholders or members entitled to vote thereat shall be taken on the proposed renewal which shall be adopted upon receiving the affirmative vote of holders of a majority of the outstanding shares or a majority of the members of the corporation entitled to vote thereon, and if a class of shareholders or members is entitled to vote thereon as a class, the affirmative vote of a majority of the outstanding shares or the members of each such class. Unless a greater vote is required in the articles of incorporation or in a bylaw adopted by the shareholders or members, the proposed renewal shall also 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 to its shareholders or members at least 20 days prior to the date of the meeting.

(c) If the corporation is organized upon a directorship basis, renewal shall be authorized by the affirmative vote of a majority of directors then in office.

(d) If renewal of the corporate existence is approved, a certificate of renewal shall be executed and filed on behalf of the corporation, setting forth:

(i) The name of the corporation.

(ii) The date and place of the meeting of shareholders or members approving the renewal of existence, if any.

(iii) A statement that renewal was approved by the requisite vote of directors and shareholders, directors and members, or directors.

(iv) The duration of the corporation, if other than perpetual.

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