HB-5320, As Passed House, November 30, 2005
October 18, 2005, Introduced by Reps. Elsenheimer, Huizenga, Vander Veen, Baxter, Wenke, Taub and Tobocman and referred to the Committee on Commerce.
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending section 442 (MCL 450.1442).
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 442. (1) The articles of incorporation may provide that a
class
or series of shares
, or any series thereof, shall vote as a
class or series to authorize any action, including amendment to the
articles.
Such Any voting as a class or series shall be in
addition
to any other vote required by this act. Where If voting
as a class or series is provided in the articles, it shall be by
the proportionate vote provided in the articles or, if a
proportionate vote is not so provided, then for any action other
than the election of directors, by a majority of the votes cast by
the
holders of shares of such that
class or series entitled to
vote thereon on that action.
(2)
Where If voting as a class or series is required by this
act to authorize an action, the action shall be authorized by a
majority
of the votes cast by the holders of shares of each such
class
or series entitled to vote thereon
on that action, unless a
greater vote is required by the articles of incorporation or
another
section of this act. The Any
voting as a class or series
shall be in addition to any other vote required by this act.
(3) Unless otherwise provided in the articles of
incorporation, abstaining from a vote or submitting a ballot marked
"abstain" with respect to an action that requires authorization by
a vote of a class or series is not a vote cast on that action.
Enacting section 1. This amendatory act does not take effect
unless Senate Bill No.____ or House Bill No. 5319(request no.
01874'05) of the 93rd Legislature is enacted into law.