Mich. Comp. Laws § 450.2101
Short title.
This act shall be known and may be cited as the "nonprofit corporation act".
Michigan Compiled Laws — NONPROFIT CORPORATION ACT (Act 162 of 1982)
Michigan · statute · 162 of 1982, Mich. Comp. Laws · 256 active provisions
Mich. Comp. Laws § 450.2103
Construction and application of act.
This act shall be liberally construed and applied to promote its underlying purposes and policies which include all of the following: (a) To simplify, clarify, and modernize the law governing nonprofit corporations. (b) To provide a general corporate form for the conduct or promotion of lawful nonprofit activities or p…
Mich. Comp. Laws § 450.2104
Definitions generally.
The definitions contained in sections 105 to 110 shall control the interpretation of this act, unless the context otherwise requires.
Mich. Comp. Laws § 450.2105
Definitions; A, B.
(1) "Administrator" means the director of the department or his or her designated representative. (2) "Articles of incorporation" includes any of the following: (a) The original articles of incorporation or any other instrument filed or issued under any statute to organize a domestic or foreign corporation, as amended,…
Mich. Comp. Laws § 450.2106
Definitions; C to E.
(1) "Charitable purpose corporation" means a domestic corporation that meets any of the following: (a) Is recognized by the United States internal revenue service as exempt or qualifies for exemption under section 501(c)(3) of the internal revenue code of 1986, 26 USC 501. (b) Is a corporation whose purposes, structure…
Mich. Comp. Laws § 450.2107
Definitions; F.
(1) "Foreign business corporation" means a corporation for profit that is formed under laws other than the laws of this state, that includes in its purposes a purpose for which a corporation may be formed under the business corporation act. (2) "Foreign corporation" means a nonprofit corporation formed under laws other…
Mich. Comp. Laws § 450.2108
Definitions; M to P.
(1) "Member" means a person that has a membership in a corporation in accordance with the provisions of its articles of incorporation or bylaws. (2) "Nonprofit corporation" means a corporation incorporated to carry out any lawful purpose or purposes that does not involve pecuniary profit or gain for its directors, offi…
Mich. Comp. Laws § 450.2109
Definitions; S.
(1) "Shareholder" means a person that holds shares of a domestic corporation, foreign corporation, domestic business corporation, or foreign business corporation. (2) "Shares" means the units into which interests of shareholders in a domestic corporation, foreign corporation, domestic business corporation, or foreign b…
Mich. Comp. Laws § 450.2110
Definitions; V.
(1) "Volunteer" means an individual who performs services for a corporation, other than services as a volunteer director, who does not receive compensation or any other type of consideration for the services other than reimbursement for expenses actually incurred. (2) "Volunteer director" means a director who does not…
Mich. Comp. Laws § 450.2121
Corporations to which act applicable; corporation formed under predecessor act.
(1) Except as otherwise provided in this act or by other law, this act applies to all of the following: (a) Every domestic corporation formed under this act or under a predecessor act, for a purpose or purposes for which a corporation might be formed under this act. (b) Every foreign corporation that is authorized to o…
Mich. Comp. Laws § 450.2124
Requirements of other acts not modified; compliance; inconsistency between acts.
(1) This act does not modify the requirements of the following: (a) The supervision of trustees for charitable purposes act, 1961 PA 101, MCL 14.251 to 14.266. (b) 1965 PA 169, MCL 450.251 to 450.253. (c) The charitable organizations and solicitations act, 1975 PA 169, MCL 400.271 to 400.294. (d) The uniform prudent ma…
Mich. Comp. Laws § 450.2125
Applicability to commerce with foreign nations and among several states, and to corporations formed by act of congress.
This act applies to commerce with foreign nations and among the several states and to corporations formed by or under any act of congress, only to the extent permitted under the constitution and laws of the United States.
Mich. Comp. Laws § 450.2127
Effect of act on existing corporation, cause of action, liability, penalty, action, or special proceeding.
(1) Except as provided in section 261(3), this act does not affect the duration of a corporation which exists on the effective date of this act. An existing corporation and its shareholders, members, directors, and officers have the same rights and are subject to the same limitations, restrictions, liabilities, and pen…
Mich. Comp. Laws § 450.2131
Submission of documents; delivery; endorsement; indexing; returning copy or original; public inspection; maintenance of records and files; reproductions; effective date of document; fees.
(1) A document required or permitted to be filed under this act shall be submitted by delivering the document to the administrator together with the fees and accompanying documents required by law. The administrator may establish a procedure for accepting delivery of a document submitted under this subsection by facsim…
Mich. Comp. Laws § 450.2132
English language; signatures; contents of documents.
(1) A document filed with the administrator shall be in the English language, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals. (2) A document required or permitted to be filed under this act that is also required by this act to be executed on…
Mich. Comp. Laws § 450.2133
Correction of document; certificate; effective date of corrected document.
If a document relating to a domestic or foreign corporation that is filed with the administrator under this act was at the time of filing an inaccurate record of the corporation action referred to in the document or was defectively or erroneously executed, or the document was electronically transmitted and the electron…
Mich. Comp. Laws § 450.2141
Taking action without notice and without lapse of prescribed period of time; waiver.
If, under this act or the articles of incorporation or bylaws of a corporation or by the terms of an agreement or instrument, a corporation or the board or any committee of the board may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and with…
Mich. Comp. Laws § 450.2142
Dispensing with notice or communication to person with whom communication unlawful; affidavit, certificate, or other instrument.
When a notice or communication is required to be given to a person by this act, by the articles of incorporation or bylaws, or by the terms of an agreement or instrument relating to the internal affairs of the corporation, or as a condition precedent to taking corporate action, and communication with the person is then…
Mich. Comp. Laws § 450.2143
Giving notice or communication by mail; electronic transmission as written notice; delivery of notice or documents to common address; delivery of notice to resident agent; "address" defined.
(1) If a notice or communication is required or permitted by this act to be given by mail, it shall be mailed, except as otherwise provided in this act, to the person to which it is directed at the address designated by that person for that purpose or, if none is designated, at that person's last known address. The not…
Mich. Comp. Laws § 450.2151
Failure of administrator to file document promptly; notice of failure to file; posting notice on website or sending by mail or electronic mail address; refusal or revocation of authorization of foreign corporation to conduct affairs in state; judicial review.
(1) If the administrator fails to promptly file a document, other than an annual report, submitted for filing under this act, the administrator shall within 10 days after receiving a written request to file the document from the person that submitted the document for filing give written notice of the failure to file th…
Mich. Comp. Laws § 450.2201
Incorporators; signing and filing articles of incorporation.
(1) One or more persons may be the incorporators of a corporation by signing in ink and filing articles of incorporation for the corporation. (2) If there are 3 or more incorporators of a corporation, the incorporators may, by suitable resolution adopted by the incorporators at the organization meeting or by written in…
Mich. Comp. Laws § 450.2202
Articles of incorporation; contents.
The articles of incorporation shall contain all of the following: (a) The name of the corporation. (b) The purposes for which the corporation is formed. It is not sufficient to state substantially that the corporation may engage in any activity within the purposes for which a corporation may be formed under this act. I…
Mich. Comp. Laws § 450.2204
Articles of incorporation; provision pertaining to proposed compromise or arrangement or reorganization between corporation and creditors or shareholders.
The articles of incorporation may contain the following provision or the substance thereof: When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders, members, or any class…
Mich. Comp. Laws § 450.2205
Articles of incorporation; including provision of MCL 450.2204; effect on creditors, shareholders, or members of corporation; administration and enforcement of provision by circuit court; restraining actions and proceedings against corporation; appointment and powers of temporary receiver.
(1) When the provision of section 204 is included in the original articles of incorporation of a corporation, all persons who become creditors, shareholders, or members of the corporation are deemed to have become creditors, shareholders, or members subject in all respects to that provision, and it shall be binding upo…
Mich. Comp. Laws § 450.2209
Articles of incorporation; additional provisions; liability of director or volunteer officer.
(1) The articles of incorporation may contain any provision that is not inconsistent with this act and not expressly prohibited by any other statute of this state, including, but not limited to, any of the following: (a) A provision for management of the business and conduct of the affairs of the corporation, or creati…
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