Section 450.1611 - Articles of incorporation; amendment procedure.
BUSINESS CORPORATION ACT (EXCERPT)
Act 284 of 1972
450.1611 Articles of incorporation; amendment procedure.
Sec. 611.
(1) Before the first meeting of the board, the incorporators may amend the articles of incorporation by complying with section 631(1).
(2) Unless the articles of incorporation provide otherwise, the board may adopt 1 or more of the following amendments to the corporation's articles of incorporation without shareholder action:
(a) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
(b) Delete the names and addresses of the initial directors.
(c) Delete the name and address of the initial resident agent or registered office, if a statement of change is on file with the administrator.
(d) Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding.
(e) Change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the corporate name, or by adding, deleting, or changing a geographical attribution for the corporate name.
(f) Any other change expressly permitted by this act to be made without shareholder action.
(3) Other amendments of the articles of incorporation, except as otherwise provided in this act, shall be proposed by the board and approved by the shareholders as provided in this section. The board may condition its submission of the amendment to the shareholders on any basis.
(4) Notice of a meeting setting forth the proposed amendment or a summary of the changes to be effected by the proposed amendment shall be given to each shareholder of record entitled to vote on the proposed amendment within the time and in the manner provided in this act for giving notice of meetings of shareholders.
(5) At the meeting, a vote of shareholders entitled to vote shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the outstanding shares entitled to vote on the proposed amendment and, in addition, if any class or series of shares is entitled to vote on the proposed amendment as a class, the affirmative vote of a majority of the outstanding shares of that class or series. The voting requirements of this section are subject to any higher voting requirements provided in this act for specific amendments or provided in the articles of incorporation.
(6) Any number of amendments may be acted upon at 1 meeting.
(7) Upon adoption of an amendment, a certificate of amendment shall be filed as provided in section 631.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2006, Act 64, Imd. Eff. Mar. 20, 2006