Section 450.2552 - Rights of director against whom claim successfully asserted under MCL 450.2551. - Michigan Statutes

NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982

450.2552 Rights of director against whom claim successfully asserted under MCL 450.2551.

Sec. 552.

(1) A director against whom a claim is successfully asserted under section 551 is entitled to contribution from the other directors who voted for, or concurred in, the action upon which the claim is asserted.

(2) A director against whom a claim is successfully asserted under section 551 is entitled, to the extent of the amounts paid by the director to the corporation as a result of such claims:

(a) Upon payment to the corporation of any amount of an improper distribution, to be subrogated to the rights of the corporation against shareholders or members who received the distribution in proportion to the amounts received by them respectively.

(b) Upon payment to the corporation of any amount of the purchase price of an improper purchase of shares or memberships: (i) to have the corporation rescind the purchase and recover for the director's benefit, but at the director's expense, the amount of the purchase price from any seller who sold such shares or memberships with knowledge of facts indicating that such purchase of shares or memberships by the corporation was not authorized by this act; or (ii) to have the corporation assign to such director any claim against the seller and, if consistent with its articles of incorporation and bylaws, such shares or memberships.

(c) Upon payment to the corporation of the claim of a creditor because of a violation of section 551(1)(c), to be subrogated to the rights of the corporation against shareholders or members who received an improper distribution of assets.

(d) Upon payment to the corporation of the amount of a loan made improperly to an officer, director, or employee, to be subrogated to the rights of the corporation against an officer, director, or employee who received the improper loan.

History: 1982, Act 162, Eff. Jan. 1, 1983