AMENDMENTS: ARTICLES OF INCORP. H.B. 5317: FLOOR ANALYSIS
House Bill 5317 (as reported without amendment)
Sponsor: Representative Bill Huizenga
House Committee: Commerce
Senate Committee: Economic Development, Small Business and Regulatory Reform
CONTENT
The bill would amend the Business Corporation Act to require that, unless otherwise provided, amendments to a corporation's articles of incorporation be proposed by the board (as well as approved by the shareholders); and to allow a board to condition its submission of an amendment on any basis.
Under the Act, unless the articles of incorporation provide otherwise, the board of a corporation may adopt particular amendments to the corporation's articles without shareholder action. Other amendments of the articles of incorporation, except as otherwise provided in the Act, must be approved by the shareholders.
Under the bill, other amendments of the articles of incorporation, except as otherwise provided in the Act, would have to be proposed by the board and approved by the shareholders. The board could condition its submission of an amendment to the shareholders on any basis.
MCL 450.1611 Legislative Analyst: J.P. Finet
FISCAL IMPACT
The bill would have no fiscal impact on State or local government.
Date Completed: 2-27-06 Fiscal Analyst: Elizabeth Pratt
Maria Tyszkiewicz
floor\hb5317 Analysis available @ http://www.michiganlegislature.org
This analysis was prepared by nonpartisan Senate staff for use by the Senate in its deliberations and does not constitute an official statement of legislative intent.
Analysis was prepared by nonpartisan Senate staff for use by the Senate in its deliberations and does not constitute an official statement of legislative intent. hb5317/0506