BUSINESS CORPORATION ACT (EXCERPT) Act 284 of 1972
450.1209 Articles of incorporation; permissible provisions.
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.
(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, that provision shall be considered to eliminate the liability of a director as provided in subsection (1)(c).
BUSINESS CORPORATION ACT (EXCERPT) Act 284 of 1972
450.1209 Articles of incorporation; permissible provisions.
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.
(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, that provision shall be considered to eliminate the liability of a director as provided in subsection (1)(c).
BUSINESS CORPORATION ACT (EXCERPT) Act 284 of 1972
450.1209 Articles of incorporation; permissible provisions.
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.
(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, that provision shall be considered to eliminate the liability of a director as provided in subsection (1)(c).
