HB-5318, As Passed Senate, March 2, 2006
October 18, 2005, Introduced by Reps. Mortimer, 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 528 (MCL 450.1528), as amended by 1997 PA 118.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 528. (1) A committee designated pursuant to section 527,
to
the extent provided in the a
resolution of the board or in the
bylaws, may exercise all powers and authority of the board in
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 pursuant to section 302(3).
(b) Adopt an agreement of merger 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 the 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.