Form Bcs/cd-501 - Articles Of Incorporation For Professional Service Corporations - Michigan Department Of Consumer And Industry Services Page 6

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REVIEW PROCEDURES FOR C&S 501 - ARTICLES OF INCORPORATION
FOR PROFESSIONAL SERVICE CORPORATIONS
SPECIFIC DOCUMENT ITEMS
STATUTORY CITE
3. Minors may not act as incorporators, officers or directors of
AG Opinion 5893
corporations.
dated 5-8-81 (Our
No. 254)
4. Incorporators select the first board of directors and may adopt bylaws.
BCA 223
ARTICLE VI
This is an optional provision. If the incorporators do not wish it in the
BCA 204
articles of incorporation, it may be deleted.
ARTICLE VII
The articles of incorporation must contain this provision if the shareholders
BCA 407(1)
are to have the ability to take action by written consent of at least a
407(2)
majority of the outstanding shares without a meeting. If this provision is
omitted in the articles, the shareholders are limited to taking action at a
meeting or by written consent of all of the outstanding shares. The
provision may be deleted if the incorporators do not wish it in the articles of
incorporation.
ARTICLE VIII
The articles of incorporation must contain this provision or one with the
Policy Statement C-2
same meaning.
ADDITIONAL ARTICLES
This space may be used to continue previous Articles or to reflect
additional provisions permitted or required to be part of the articles of
incorporation. Examples of such provisions are:
1. Corporate term, if other than perpetual.
BCA 202(h)
Special Opinion 291
If the term is reflected as a specific number of years, compute the term
expiration date from the date of filing the articles or, if there is an
effective date, from the effective date.
2. Exemption from personal liability for directors. The provision may not
BCA 209(c)
provide for exemption from liability beyond that provided for in the Act
nor may it provide for limiting liability on a date earlier than the effective
date of the document which originally contained the provision.
3. Bylaws
BCA 231
4. Powers
BCA 261
5. SHARES / SHAREHOLDERS
a) Redemption of shares
BCA 304a
b) Powers granted to the board of directors may be reserved to the
BCA 314(1)
shareholders

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