Section 450.2804 - Dissolution of corporation by action of shareholders, members, or board; resolution; approval or authorization; notice; voting; certificate. - Michigan Statutes

NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982

450.2804 Dissolution of corporation by action of shareholders, members, or board; resolution; approval or authorization; notice; voting; certificate.

Sec. 804.

(1) A corporation may be dissolved by action of its shareholders, members, or board as provided in this section.

(2) The board shall adopt a resolution that the corporation be dissolved and that a plan of distribution of assets complying with section 855 be implemented.

(3) If the corporation is organized upon a stock or membership basis, the proposed dissolution shall be submitted for approval at a meeting of shareholders or members. Notice shall be given to each shareholder or member of record entitled to vote at the meeting as provided in this act for the giving of notice of meetings of shareholders or members, and shall state that a purpose of the meeting is to vote on dissolution of the corporation. The notice shall include a copy or summary of the plan of distribution of assets.

(4) At the meeting a vote of shareholders or members shall be taken on the proposed dissolution and plan of distribution of assets. The dissolution shall be approved upon receiving the affirmative vote of the holders of a majority of the outstanding shares or a majority of the members of the corporation entitled to vote thereon, and if a class is entitled to vote thereon as a class, the affirmative vote of a majority of the outstanding shares or members of each such class.

(5) If the corporation is organized upon a directorship basis, the dissolution shall be authorized by the affirmative vote of a majority of directors then in office. Notice of the meeting to authorize the dissolution shall be given to each director then in office not less than 10 days before the meeting and shall state that a purpose of the meeting is to vote on dissolution of the corporation. The notice shall include a copy or summary of the plan of distribution of assets.

(6) If the dissolution is approved, a certificate of dissolution shall be executed and filed on behalf of the corporation, setting forth:

(a) The name of the corporation.

(b) The date and place of the meeting of shareholders, members, or directors approving the dissolution.

(c) A statement that dissolution was approved by the requisite vote of directors and shareholders, directors and members, or directors.

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