SENATE BILL NO. 1054

August 15, 2020, Introduced by Senators SCHMIDT and BUMSTEAD and referred to the Committee on Economic and Small Business Development.

"An act to provide for the formation of corporations for the purpose of owning, maintaining and improving lands and other property kept for the purposes of summer resorts or for ornament, recreation or amusement, and to repeal all laws or parts of laws in conflict herewith; and to impose certain duties on the department of commerce,"

by amending the title and sections 3, 9, 10, and 23 (MCL 455.3, 455.9, 455.10, and 455.23), the title and section 3 as amended by 1982 PA 117.

the people of the state of michigan enact:

TITLE

An act to provide for the formation of corporations for the purpose of owning, maintaining, and improving lands and other property kept for the purposes of summer resorts or for ornament, recreation, or amusement; , and to repeal all laws or parts of laws in conflict herewith; and to impose certain duties on the department of commerce.to provide for the powers and duties of certain state governmental officers and entities; and to repeal acts and parts of acts.

Sec. 3. (1) The articles of association shall must be filed in with the corporation and securities bureau of the department of commerce, and thereupon all licensing and regulatory affairs.

(2) All persons who shall have subscribed the same, and all persons who shall from time to time become articles of association, stockholders in such of the corporation, and their successors shall be a body politic and corporate, by the name specified in such the articles , and by such name they and their successors shall have succession and in their corporate name be capable in law of association.

(3) The majority of the stockholders may direct the owning, holding, or purchasing and disposing of , in such manner as a majority of the stockholders may direct, any real or personal property or estate. whatever, not exceeding Real property must not exceed 700 acres of land. and personal Personal property must not exceeding in value the sum of $200,000.00 and in connection therewith exceed $6,000,000.00, adjusted for inflation using the Consumer Price Index. As used in this subsection, "Consumer Price Index" means the most comprehensive index of consumer prices available for this state from the Bureau of Labor Statistics of the United States Department of Labor.

(4) The corporation may own, maintain, control, and operate , a hotel, clubhouse, or other buildings for the entertainment, comfort, or convenience of the its stockholders. of said corporation, and they shall be capable of suing and being

(5) The corporation may sue and be sued in all courts of law or equity in this state. , and

(6) The corporation may have a common seal , and may alter and change the same at pleasure. Such common seal.

(7) The corporation may alter or amend its articles of association at any regular meeting of the stockholders, or at any special meeting called for that purpose, by a vote of not less than 2/3 of all the shares of the capital stock of said the corporation. Such corporation shall cause any such Any amendment or amendments to to the articles of association must be certified by its the president and secretary , of the corporation and filed and recorded in the same manner as in the case of the original articles of association. , and when so filed and recorded such amendments shall become Any amendment to the articles of association that is filed and recorded becomes a part of the articles of association.

Sec. 9. (1) The board of directors shall consist of not less than 3 nor and not more than 9 members as determined by the articles of association. shall determine, who shall be stockholders of the corporation. 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 said the board of directors shall must be elected at the first meeting of such the corporation and shall must be divided into 3 equal classes. ; the 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. , and at At each annual meeting thereafter, after the first meeting, 1/3 of the total number of directors shall must be elected who shall hold their office for 3 years and until their successors shall be are elected. At any such election, a majority of the votes cast shall be are sufficient to elect . Whenever a vacancy shall happen in the board of directors, such 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. shall be filled by the remaining directors, such appointee to The appointee must hold office until the next annual meeting, at which meeting there shall be elected by the stockholders shall elect a director to fill the unexpired term.

(4) If any a director shall cease ceases to own any stock of said the corporation, he shall cease the director ceases to be a director.

(5) A majority of the directors shall be are a quorum for the transaction of business.

Sec. 10. (1) The board of directors of the corporation shall have the management manage and control of the stock, business, finances, rights and interests, buildings, and all real and personal property , real and personal, of the corporation. , and shall have

(2) The board of directors of the corporation has jurisdiction over the lands real property of the corporation and all streets, alleys, and highways passing through and over the same, or which said real property of the corporation or which the corporation may cause causes to be constructed, laid out, or maintained therein, and within that real property and over the water within and in front of said lands and premises. that real property.

(3) The board of directors of the corporation shall in no case in any 1 year, not authorize any expenditure or incur any liability on behalf of such the corporation to exceed 1,000 dollars that exceeds $30,000.00 annually, adjusted for inflation using the Consumer Price Index, unless authorized by a majority of all the shares of stock by said the corporation in a meeting duly assembled. : Provided, That in the county of Emmet the board of directors may authorize any expenditure or incur any liability on behalf of such corporation to an amount not exceeding 5,000 dollars in any 1 year.As used in this subsection, "Consumer Price Index" means the most comprehensive index of consumer prices available for this state from the Bureau of Labor Statistics of the United States Department of Labor.

Sec. 23. (1) It shall be lawful for the The stockholders of the corporation, at a special meeting called for that purpose by a vote of a majority of all the capital stock, to may authorize the board of directors to provide for special dues additional to those provided for in addition to the annual dues authorized in section 16, not exceeding 25 dollars $750.00 per share in any 1 year, and such special dues shall be used only adjusted for inflation using the Consumer Price Index. As used in this subsection, "Consumer Price Index" means the most comprehensive index of consumer prices available for this state from the Bureau of Labor Statistics of the United States Department of Labor.

(2) The board of directors shall only use special dues assessed under this section for the purpose of paying any existing indebtedness of said the corporation or for improving and bettering the lands and property of said the corporation, or for improving the sanitary condition thereof, of the property, providing protection from loss or damage by fire or water, or erecting, purchasing, or maintaining any hotel, club house clubhouse, or other building for the entertainment, comfort, or convenience of said the corporation and its stockholders. , and any

(3) Any resolution adopted by said stockholders' meeting for such purpose shall the stockholders authorizing special dues under this section must determine the purpose for which such the board of directors shall use the proceeds of the special dues shall be expended and the period of time during which they may be levied. in which the board may levy the special dues.

(4) The payment of special dues authorized under the provisions of this section may be enforced by said the corporation in the same manner as is provided in section 16 for the enforcement of the annual dues.