Current through Public Act 148 of the 2024 Legislative Session
Section 450.1209 - Articles of incorporation; permissible provisions(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).1972, Act 284, eff. 1/1/1973 ;--Am. 1987, Act 1, eff. 3/1/1987 ;--Am. 1989, Act 121, eff. 10/1/1989 ;--Am. 1993, Act 91, eff. 10/1/1993 ;--Am. 1997, Act 118, imd. eff. 10/24/1997 .