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).
Mich. Comp. Laws § 450.1209
Articles of incorporation; permissible provisions
Applied in 1 court decision — leading case 179 F. Supp. 2d 762 - Krieger v. Gast (2001)
Most recently applied in 179 F. Supp. 2d 762 - Krieger v. Gast (November 2001)
1972, Act 284, Eff
Official source: Michigan Legislature. Reproduced from public-domain Michigan statutes; confirm against the official source for the current text. Not legal advice.