Section 450.1641 - Adoption of restated articles of incorporation; amendment. - Michigan Statutes

BUSINESS CORPORATION ACT (EXCERPT)
Act 284 of 1972

450.1641 Adoption of restated articles of incorporation; amendment.

Sec. 641.

(1) A corporation may integrate into a single instrument the provisions of its articles of incorporation that are then in effect and operative, as amended, and at the same time may also further amend its articles of incorporation by adopting restated articles of incorporation.

(2) All of the incorporators may adopt restated articles of incorporation before the first meeting of the board by complying with the provisions of sections 642 and 643(1).

(3) Other restated articles of incorporation shall be approved by the directors or shareholders as provided in subsection (4).

(4) If the restated articles of incorporation merely restate and integrate, but do not further amend the articles as amended, the restated articles of incorporation may be adopted by the board without a vote of the shareholders, or by the shareholders, in which case the procedure and vote required by section 611(3) is applicable. If the restated articles of incorporation restate and integrate and also further amend in any material respect the articles of incorporation, as amended, the restated articles of incorporation shall be adopted by the shareholders pursuant to section 611(3).

(5) An amendment effected in connection with the restatement and integration of the articles of incorporation is subject to any other provision of this act, not inconsistent with this section, which would apply if a certificate of amendment were filed to effect that amendment.

History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997