450.1528 Committees; powers and authority; limitations; subcommittees.

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Sec. 528.

(1)A committee designated under section 527, to the extent provided in a resolution of the board or in the bylaws, may exercise all powers and authority of the board in the management of the business and affairs of the corporation. A committee does not have power or authority to do any of the following:

(a)Amend the articles of incorporation, except that a committee may prescribe the relative rights and preferences of the shares of a series under section 302(3).

(b)Adopt an agreement of merger, conversion, or share exchange.

(c)Recommend to shareholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets.

(d)Recommend to shareholders a dissolution of the corporation or a revocation of a dissolution.

(e)Amend the bylaws of the corporation.

(f)Fill vacancies in the board.

(2)Unless a resolution of the board, the articles of incorporation, or the bylaws expressly provide the power or authority, a committee does not have the power or authority to declare a distribution or dividend or to authorize the issuance of shares.

(3)Unless otherwise provided in a resolution of the board, the articles of incorporation, or the bylaws, a committee may create 1 or more subcommittees. Each subcommittee shall consist of 1 or more members of the committee. The committee may delegate all or part of its power or authority to a subcommittee.

History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- 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 ;-- Am. 2006, Act 65 , Imd. Eff. Mar. 20, 2006 ;-- Am. 2012, Act 569 , Imd. Eff. Jan. 2, 2013