Section 450.2641 - Integrating provisions of articles into single instrument; adoption of restated articles of incorporation; amendments subject to other provisions of act.
NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982
450.2641 Integrating provisions of articles into single instrument; adoption of restated articles of incorporation; amendments subject to other provisions of act.
Sec. 641.
(1) A corporation may integrate into a single instrument the provisions of its articles of incorporation which are then in effect and operative, as theretofore amended, and at the same time may also further amend its articles of incorporation by adopting restated articles of incorporation.
(2) If the restated articles of incorporation merely restate and integrate, but do not further amend the articles as theretofore amended, they may be adopted by the board without a vote of the shareholders or members, or by the shareholders or members, in which case the procedure and vote required by section 611(2) is applicable. If the restated articles of incorporation restate and integrate and also further amend in any material respect the articles of incorporation, as theretofore amended, they shall be adopted by the shareholders, members, or directors pursuant to section 611(2).
(3) An amendment effected in connection with the reinstatement and integration of the articles of incorporation is subject to any other provision of this act, not inconsistent with this section, which would apply if a certificate of amendment were filed to effect such amendment.
History: 1982, Act 162, Eff. Jan. 1, 1983