Section 450.2411 - Fixing record date for determination of shareholders or members entitled to notice and vote; effect of not fixing record date; applicability of determination to adjournment.
NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982
450.2411 Fixing record date for determination of shareholders or members entitled to notice and vote; effect of not fixing record date; applicability of determination to adjournment.
Sec. 411.
(1) For the purpose of determining shareholders or members entitled to notice of and to vote at a meeting of shareholders or members or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of any other action, the bylaws may provide for fixing, or in the absence of such provision the board may fix, in advance, a date as the record date for any such determination of shareholders or members. The date shall not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action.
(2) If a record date is not fixed: (a) the record date for determination of shareholders or members entitled to notice of or to vote at a meeting of shareholders or members shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and (b) the record date for determining shareholders or members for any purpose other than that specified in subdivision (a) shall be the close of business on the day on which the resolution of the board relating thereto is adopted.
(3) When a determination of shareholders or members of record entitled to notice of or to vote at a meeting of shareholders or members has been made as provided in this section, the determination applies to any adjournment of the meeting, unless the board fixes a new record date under this section for the adjourned meeting.
History: 1982, Act 162, Eff. Jan. 1, 1983