Section 450.2304 - Corporation organized upon membership basis; provisions of articles or bylaws; rights, preferences, and limitations of or upon members; classes of members; voting rights; condominiu
NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982
450.2304 Corporation organized upon membership basis; provisions of articles or bylaws; rights, preferences, and limitations of or upon members; classes of members; voting rights; condominium association; homeowners or property owners association; transferability and termination of membership; rules of qualification and government; limitations on membership.
Sec. 304.
(1) Except as otherwise provided in this act, the articles of incorporation or bylaws of a corporation organized upon a membership basis may prescribe the number, qualifications, liquidation rights, preferences, and limitations, and other rights, preferences, and limitations of or upon the members of the corporation.
(2) A corporation organized upon a membership basis may have 1 or more classes of members. Except as otherwise provided in this act, any provision for classes of members and the relative number, qualifications, liquidation rights, preferences, and limitations, and other rights, preferences, and limitations of or upon each class shall be set forth in the articles of incorporation or the bylaws. Each member of any class of members shall have equal rights with all members of that class.
(3) Each member of a corporation, regardless of class, shall be entitled to 1 vote on each matter submitted to a vote of members, unless the articles or bylaws deny, limit, or otherwise prescribe the voting rights of any class of members. The members and each affected class of members, if any, shall adopt, amend, or repeal any bylaw denying, limiting, or otherwise prescribing the voting rights of any class of members.
(4) Members of a condominium association formed for the purposes of administering the affairs of a condominium project are entitled to voting rights as designated by the master deed of the condominium.
(5) The articles of incorporation or the bylaws may provide that members of a homeowners or property owners association are entitled to voting rights predicated on the number of lots owned by each member.
(6) Except as otherwise provided in this act, the articles of incorporation or the bylaws, membership shall not be transferable and shall be terminated by death, resignation, expulsion, or expiration of a term of membership.
(7) A corporation may adopt rules of qualification and government of its members, including rules of admission to, retention of, and expulsion from membership, pursuant to its articles and bylaws. Such rules shall be reasonable, germane to the purposes of the corporation, and equally enforced as to all members.
(8) The articles of incorporation of a corporation organized upon a membership basis may provide that membership shall be limited to persons who are members in good standing in other corporations. The articles of incorporation may provide that failure to remain a member in good standing in the other corporation constitutes grounds for expulsion of a member if the bylaws of the corporation prescribe the nature of the evidence and the procedures for expulsion which shall be followed.
History: 1982, Act 162, Eff. Jan. 1, 1983