Michigan Laws 500.5008 – Articles of incorporation; blank forms; subscribing in duplicate; contents; permissible provisions; liability of director; certificate of acknowledgment
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Terms Used In Michigan Laws 500.5008
- annual meeting: when applied to townships, mean the annual meeting required by law to be held on the Saturday immediately preceding the first Monday in April. See Michigan Laws 8.3d
- Commissioner: means the director. See Michigan Laws 500.102
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Director: means , unless the context clearly implies a different meaning, the director of the department. See Michigan Laws 500.102
- Fiduciary: A trustee, executor, or administrator.
- Insurer: means an individual, corporation, association, partnership, reciprocal exchange, inter-insurer, Lloyds organization, fraternal benefit society, or other legal entity, engaged or attempting to engage in the business of making insurance or surety contracts. See Michigan Laws 500.106
- person: may extend and be applied to bodies politic and corporate, as well as to individuals. See Michigan Laws 8.3l
- Quorum: The number of legislators that must be present to do business.
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories belonging to the United States; and the words "United States" shall be construed to include the district and territories. See Michigan Laws 8.3o
(1) The commissioner shall prepare and keep on hand blank forms of articles of incorporation for insurers desiring to incorporate under this act, which forms may be had on application.
(2) The incorporators shall subscribe articles of incorporation in duplicate, which articles shall contain all of the following:
(a) The names of the incorporators and their places of residence respectively.
(b) The location of the principal office for the transaction of business in this state.
(c) The name by which the incorporation shall be known, which if it be upon the mutual plan shall contain the word “mutual”. However, a nonprofit mutual disability insurer into which a nonprofit health care corporation that is organized under the nonprofit health care corporation reform act, 1980 PA 350, MCL 550.1101 to 550.1704, is merged or consolidated may retain and use trade names in use by the nonprofit health care corporation before the merger or consolidation.
(d) The purposes of the incorporation and the reference to the chapter of this act under which the purposes are enumerated and under which the company intends to operate.
(e) The manner in which the corporate powers are to be exercised; the number of directors and other officers; the manner of electing the directors and other officers, and how many of the directors constitute a quorum, and the manner of filling all vacancies; and, in the case of mutual life or life and disability insurers, the names and mailing addresses of the directors who shall serve until the first annual meeting of the corporation.
(f) The amount of capital stock, if any, what proportion is to be paid in before the corporation commences business, and the value of the stock, as provided in section 5014.
(g) The term of existence of the corporation, subject to section 5010.
(h) The time for the holding of the annual meetings of the corporation.
(i) Any terms and conditions of membership that the incorporators have agreed upon and which they consider important to have set forth in the articles.
(j) Any other terms and conditions prescribed by law for that class of insurer.
(k) If a mutual company operating on the assessment plan, the number of classes or divisions of members and the object or purpose of the classification or division, all of which shall be definitely and correctly stated; and in what manner assessments, premiums, or payments are to be required from the members, the purpose and objects for which the money so realized are to be appropriated, and the names and objects of each fund into which any the money shall be paid.
(3) The articles of any stock insurer formed or existing under this act may contain, or may be amended to contain, a provision that the shareholders shall have no preemptive rights to subscribe for any additional shares of capital stock and authorizing the board of directors to prescribe the terms and conditions upon which additional shares of capital stock shall be offered for subscription including the price of the stock, which shall not be less than the par value of the stock; and to offer shares that have not been subscribed by stockholders within the time duly fixed by the board of directors for subscription to any other person or persons at a price and upon terms not less favorable than those offered to the stockholders.
(4) The articles of incorporation may contain a provision providing that a director is not personally liable to the corporation or its shareholders or policyholders for monetary damages for a breach of the director’s fiduciary duty. However, the provision does not eliminate or limit the liability of a director for any of the following:
(a) A breach of the director’s duty of loyalty to the corporation or its shareholders or policyholders.
(b) Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law.
(c) A violation of section 5036, 5276, or 5280.
(d) A transaction from which the director derived an improper personal benefit.
(e) An act or omission occurring before January 1, 1989.
(5) The articles shall be acknowledged by the person signing the articles before some officer of this state authorized to take acknowledgments of deeds, who shall attach his or her certificate of acknowledgment.