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Michigan Compiled Laws, Chapter 450. Corporations § 450.1209

Current as of January 01, 2025 | Updated by Findlaw Staff

Sec. 209.(1) The articles of incorporation may contain any provision not inconsistent with this act or another statute of this state, including any of the following:

(a) A provision for management of the business and conduct of the affairs of the corporation, or creating, defining, limiting, or regulating the powers of the corporation, its directors and shareholders, or a class of shareholders.

(b) A provision that under this act is required or permitted to be set forth in the bylaws.

(c) A provision eliminating or limiting a director's liability to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:

(i) The amount of a financial benefit received by a director to which he or she is not entitled.

(ii) Intentional infliction of harm on the corporation or the shareholders.

(iii) A violation of section 551. 1

(iv) An intentional criminal act.

(2) If the articles of incorporation contain a provision eliminating the liability of a director prior to the amendatory act that amended subsection (1) and added this subsection,  2 that provision shall be considered to eliminate the liability of a director as provided in subsection (1)(c).

1 M.C.L.A. § 450.1551.
2 P.A.1997, No. 118, Imd. Eff. Oct. 24, 1997.
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Cite this article: FindLaw.com - Michigan Compiled Laws, Chapter 450. Corporations § 450.1209 - last updated January 01, 2025 | https://codes.findlaw.com/mi/chapter-450-corporations/mi-comp-laws-450-1209/

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