HB-5317, As Passed Senate, March 2, 2006
October 18, 2005, Introduced by Reps. 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 611 (MCL 450.1611), as amended by 1997 PA 118.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 611. (1) Before the first meeting of the board, the
incorporators may amend the articles of incorporation by complying
with
subsection (1) of section
631 631(1).
(2) Unless the articles of incorporation provide otherwise,
the board may adopt 1 or more of the following amendments to the
corporation's articles of incorporation without shareholder action:
(a) Extend the duration of the corporation if it was
incorporated at a time when limited duration was required by law.
(b) Delete the names and addresses of the initial directors.
(c) Delete the name and address of the initial resident agent
or registered office, if a statement of change is on file with the
administrator.
(d) Change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares if the
corporation has only shares of that class outstanding.
(e) Change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word
or abbreviation in the corporate name, or by adding, deleting, or
changing a geographical attribution for the corporate name.
(f) Any other change expressly permitted by this act to be
made without shareholder action.
(3) Other amendments of the articles of incorporation, except
as otherwise provided in this act, shall be proposed by the board
and approved by the shareholders as provided in this section. The
board may condition its submission of the amendment to the
shareholders on any basis.
(4) Notice of a meeting setting forth the proposed amendment
or a summary of the changes to be effected by the proposed
amendment shall be given to each shareholder of record entitled to
vote on the proposed amendment within the time and in the manner
provided in this act for giving notice of meetings of shareholders.
(5) At the meeting, a vote of shareholders entitled to vote
shall be taken on the proposed amendment. The proposed amendment
shall be adopted upon receiving the affirmative vote of a majority
of the outstanding shares entitled to vote on the proposed
amendment and, in addition, if any class or series of shares is
entitled to vote on the proposed amendment as a class, the
affirmative
vote of a majority of the outstanding shares of each
such
that class or series. The voting requirements of this
section
are
subject to greater any
higher voting requirements as
prescribed
by provided in this act for specific amendments , or as
may
be provided by in the articles of
incorporation.
(6) Any number of amendments may be acted upon at 1 meeting.
(7) Upon adoption of an amendment, a certificate of amendment
shall be filed as provided in section 631.