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Current as of January 01, 2025 | Updated by Findlaw Staff
Sec. 442. (1) The articles of incorporation or bylaws may provide that a class of shares or members shall vote as a class to authorize any action, including amendment to the articles of incorporation.A vote as a class under this section is in addition to any other vote required under this act.If voting as a class is provided in the articles of incorporation or bylaws, it shall be by the proportionate vote provided in the articles of incorporation or bylaws or, if a proportionate vote is not so provided, then for any action other than the election of directors, by a majority of the votes cast by the holders of shares or members of the class entitled to vote on the action.
(2) If voting as a class is required under this act to authorize an action, the action is authorized if it receives the affirmative vote of a majority of the votes cast by the shareholders or members of each class entitled to vote on that action, unless a higher vote is required in the articles of incorporation or under another section of this act.A vote as a class under this subsection is in addition to any other vote required under this act.
(3) Unless otherwise provided in the articles of incorporation, abstaining from a vote or submitting a ballot marked “abstain” with respect to an action that requires authorization by a class of shareholders or members is not a vote cast on that action.
Cite this article: FindLaw.com - Michigan Compiled Laws, Chapter 450. Corporations § 450.2442 - last updated January 01, 2025 | https://codes.findlaw.com/mi/chapter-450-corporations/mi-comp-laws-450-2442/
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