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Michigan Compiled Laws, Chapter 450. Corporations § 450.1405

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

Sec. 405. (1) Unless otherwise restricted by the articles of incorporation or bylaws, a shareholder may participate in a meeting of shareholders by a conference telephone or by other means of remote communication if all of the following are met:

(a) The use of the means of remote communication is authorized by the board of directors in its sole discretion.

(b) The means of remote communication meet the requirements of subsection (4).

(c) All participants are advised of the means, if any, of remote communication.

(2) Participation in a meeting under this section constitutes presence in person at the meeting.

(3) Unless otherwise restricted by the articles of incorporation or bylaws, the board of directors may hold a meeting of shareholders conducted solely by means of remote communication.

(4) If authorized by the board of directors in its sole discretion, and subject to any guidelines and procedures adopted by the board of directors, shareholders and proxy holders that are not physically present at a meeting of shareholders may participate in the meeting by means of remote communication and are considered present in person and may vote at the meeting if all of the following are met:

(a) The corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy holder.

(b) The corporation implements reasonable measures to provide each shareholder and proxy holder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings.

(c) If any shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the corporation.

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Cite this article: FindLaw.com - Michigan Compiled Laws, Chapter 450. Corporations § 450.1405 - last updated January 01, 2025 | https://codes.findlaw.com/mi/chapter-450-corporations/mi-comp-laws-450-1405/

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