450.1209 Articles of incorporation; permissible provisions.

258 words·~1 min read·/mi/chapter-450/450-1209

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

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