455.9 Board of directors; qualifications, election, terms, vacancy; stock, ceasing ownership; quorum.
312 words·~1 min read·
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455.9 Board of directors; qualifications, election, terms, vacancy; stock, ceasing ownership; quorum.
Sec. 9.
(1)The board of directors shall consist of not less than 3 and not more than 9 members as determined by the articles of association. The members of the board of directors are stockholders. A stockholder may nominate an immediate family member to exercise the stockholder's right to become a director. A nomination under this subsection must be in writing. As used in this subsection, "immediate family member" means a stockholder's spouse, child, stepchild, or child's spouse.
(2)The full number of the board of directors must be elected at the first meeting of the corporation and must be divided into 3 equal classes. The first class shall hold their office for 1 year, the second class shall hold their office for 2 years, and the third class shall hold their office for 3 years. At each annual meeting after the first meeting, 1/3 of the total number of directors must be elected who shall hold their office for 3 years and until their successors are elected. At any election, a majority of the votes cast are sufficient to elect a director.
(3)If there is a vacancy in the board of directors, the remaining board of directors shall appoint an individual to fill the vacancy. The appointee must hold office until the next annual meeting, at which meeting the stockholders shall elect a director to fill the unexpired term.
(4)If a director ceases to own any stock of the corporation, the director ceases to be a director.
(5)A majority of the directors are a quorum for the transaction of business.
History: 1897, Act 230, Imd. Eff. June 4, 1897 ;-- CL 1897, 7626 ;-- CL 1915, 10042 ;-- CL 1929, 10312 ;-- CL 1948, 455.9 ;-- Am. 2022, Act 20 , Eff. Mar. 29, 2023