2019 Michigan Compiled Laws
Chapter 450 - Corporations
Act 284 of 1972 Business Corporation Act (450.1101 - 450.2099)
284-1972-2 Chapter 2 Formation; Purposes and Powers (450.1201...450.1275)
Section 450.1209 Articles of Incorporation; Permissible Provisions.
Sec. 209.
(1) The articles of incorporation may contain any provision not inconsistent with this act or another statute of this state, including any of the following:
(a) A provision for management of the business and conduct of the affairs of the corporation, or creating, defining, limiting, or regulating the powers of the corporation, its directors and shareholders, or a class of shareholders.
(b) A provision that under this act is required or permitted to be set forth in the bylaws.
(c) A provision eliminating or limiting a director's liability to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:
(i) The amount of a financial benefit received by a director to which he or she is not entitled.
(ii) Intentional infliction of harm on the corporation or the shareholders.
(iii) A violation of section 551.
(iv) An intentional criminal act.
(2) If the articles of incorporation contain a provision eliminating the liability of a director prior to the amendatory act that amended subsection (1) and added this subsection, that provision shall be considered to eliminate the liability of a director as provided in subsection (1)(c).
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1987, Act 1, Eff. Mar. 1, 1987 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
