Bill Text: MI SB1054 | 2019-2020 | 100th Legislature | Engrossed
Bill Title: Businesses: associations; summer resort and parks associations; modify. Amends title & secs. 3, 9, 10 & 23 of 1897 PA 230 (MCL 455.3 et seq.).
Spectrum: Partisan Bill (Republican 2-0)
Status: (Engrossed - Dead) 2020-09-30 - Referred To Committee On Local Government And Municipal Finance [SB1054 Detail]
Download: Michigan-2019-SB1054-Engrossed.html
SENATE BILL NO. 1054
August 15, 2020, Introduced by Senators SCHMIDT
and BUMSTEAD and referred to the Committee on Economic and Small Business
Development.
A bill to amend 1897 PA 230, entitled
"An act to provide for the formation of corporations for the purpose of owning, maintaining and improving lands and other property kept for the purposes of summer resorts or for ornament, recreation or amusement, and to repeal all laws or parts of laws in conflict herewith; and to impose certain duties on the department of commerce,"
by amending the title and sections 3, 9, 10, and 23 (MCL 455.3, 455.9, 455.10, and 455.23), the title and section 3 as amended by 1982 PA 117.
the people of the state of michigan enact:
An act to provide for the formation of corporations for the
purpose of owning, maintaining, and improving lands and other property kept
for the purposes of summer resorts or for ornament, recreation,
or amusement;
,
and to repeal all laws or parts of laws in conflict herewith; and to impose
certain duties on the department of commerce.to provide
for the powers and duties of certain state governmental officers and entities;
and to repeal acts and parts of acts.
Sec. 3. (1) The articles of association shall must
be filed in with the corporation
and securities bureau of the department of commerce, and thereupon all licensing and regulatory affairs.
(2)
All persons who shall have subscribed
the same, and all persons who shall from time to
time become articles of association, stockholders
in such of
the corporation, and their successors
shall be a body politic and corporate, by the name specified in such the
articles , and by such name they and their successors
shall have succession and in their corporate name be capable in law of association.
(3)
The majority of the stockholders may direct the owning, holding,
or purchasing and disposing of , in such manner as a majority of the
stockholders may direct, any real or personal property or estate. whatever, not exceeding Real property must not exceed 700 acres of land. and personal Personal property must
not exceeding in value the sum of
$200,000.00 and in connection therewith exceed
$6,000,000.00, adjusted for inflation using the Consumer Price Index. As used
in this subsection, "Consumer Price Index" means the most
comprehensive index of consumer prices available for this state from the Bureau
of Labor Statistics of the United States Department of Labor.
(4)
The corporation may own, maintain, control, and operate , a hotel, clubhouse, or other buildings for the entertainment, comfort,
or convenience of the its stockholders.
of said corporation, and they shall be capable
of suing and being
(5)
The corporation may sue and be sued in all courts of law or equity
in this state. ,
and
(6)
The corporation may have a common seal , and may alter and change the same at pleasure. Such common seal.
(7) The corporation may alter or amend its articles of association at any regular meeting of the stockholders, or at any special meeting called for that purpose, by a vote of not less than 2/3 of all the shares of the capital stock of said the corporation. Such corporation shall cause any such Any amendment or amendments to to the articles of association must be certified by its the president and secretary , of the corporation and filed and recorded in the same manner as in the case of the original articles of association. , and when so filed and recorded such amendments shall become Any amendment to the articles of association that is filed and recorded becomes a part of the articles of association.
Sec. 9. (1) The board of directors shall consist of not less
than 3 nor and
not more than 9 members as determined
by the articles of association.
shall determine, who shall be stockholders of
the corporation. The members of the board of
directors are stockholders. A stockholder may nominate an immediate family
member to exercise the stockholder's right to become a director. A nomination
under this subsection must be in writing. As used in this subsection,
"immediate family member" means a stockholder's spouse, child,
stepchild, or child's spouse.
(2)
The full number of said the board of directors shall
must be elected at the first
meeting of such the
corporation and shall must be divided into 3 equal classes. ; the The first class shall hold their office for 1 year, ; the second
class shall hold their office for 2
years, and the third class shall hold their office for 3 years. , and at At each annual meeting thereafter,
after the first meeting, 1/3 of
the total number of directors shall must be elected who shall hold their office for 3
years and until their successors shall
be are elected. At any such election, a majority of the
votes cast shall be are
sufficient to elect . Whenever a vacancy shall happen in the board
of directors, such a director.
(3)
If there is a vacancy in the board of directors, the remaining board of
directors shall appoint an individual to fill the vacancy. shall be filled by the
remaining directors, such appointee to The
appointee must hold office until the next annual meeting, at
which meeting there shall be elected by the
stockholders shall elect a director to fill
the unexpired term.
(4) If any a
director shall cease ceases to own any stock of said
the corporation, he shall cease the director ceases to be a director.
(5) A majority of
the directors shall be are
a quorum for the transaction of business.
Sec. 10. (1) The board of directors of
the corporation shall have
the management manage and
control of the stock, business, finances,
rights and interests, buildings, and all real
and personal property , real and personal, of the corporation. , and shall have
(2)
The board of directors of the corporation has jurisdiction over
the lands real
property of the corporation and all streets, alleys, and highways
passing through and over the same, or which said real property of the corporation or which the corporation
may cause causes
to be constructed, laid out,
or maintained therein, and within that real property and over the water within
and in front of said lands and premises. that real property.
(3)
The board of directors of the corporation shall
in no case in any 1 year, not authorize any expenditure or incur any liability
on behalf of such the
corporation to exceed 1,000 dollars that exceeds $30,000.00 annually,
adjusted for inflation using the Consumer Price Index, unless authorized
by a majority of all the shares of stock by said
the corporation in a meeting duly
assembled. :
Provided, That in the county of Emmet the board of directors may authorize any
expenditure or incur any liability on behalf of such corporation to an amount
not exceeding 5,000 dollars in any 1 year.As
used in this subsection, "Consumer Price Index" means the most
comprehensive index of consumer prices available for this state from the Bureau
of Labor Statistics of the United States Department of Labor.
Sec. 23. (1) It shall be lawful for the The stockholders of
the corporation, at a special meeting called for that purpose by
a vote of a majority of all the capital stock, to
may authorize the board of
directors to provide for special dues additional
to those provided for in
addition to the annual dues authorized in section 16, not
exceeding 25 dollars $750.00
per share in any 1 year, and
such special dues shall be used only adjusted
for inflation using the Consumer Price Index. As used in this subsection,
"Consumer Price Index" means the most comprehensive index of consumer
prices available for this state from the Bureau of Labor Statistics of the
United States Department of Labor.
(2)
The board of directors shall only use special dues assessed under this section for the purpose
of paying any existing indebtedness of said
the corporation or for improving
and bettering the lands and property
of said the
corporation, or for improving the sanitary
condition thereof, of
the property, providing protection from loss or damage by fire or
water, or erecting, purchasing, or
maintaining any hotel, club house clubhouse, or other building for the entertainment,
comfort, or convenience of said the
corporation and its stockholders.
, and any
(3)
Any resolution adopted by said stockholders' meeting
for such purpose shall the
stockholders authorizing special dues under this section must determine
the purpose for which such the board of directors shall use the proceeds of the special
dues shall be expended and the period
of time during which they may be levied. in which the board may levy the special dues.
(4) The payment of special dues authorized under the provisions of this section may be enforced by said the corporation in the same manner as is provided in section 16 for the enforcement of the annual dues.
