Michigan corporate bylaws outline the procedures and guidelines for running a corporation, including the rights and obligations of its members. By adopting comprehensive bylaws, corporations can establish policies, procedures, and structure for electing directors and officers, scheduling meetings, and distributing profits, among other things.
They also define shareholder powers and voting requirements and clarify the terms for indemnification of officers and directors in case of legal action.
Legal Requirements
Corporate bylaws are not required in Michigan; however, it is highly recommended [1] .
- Annual Meetings – These are regularly scheduled gatherings where shareholders and directors discuss the company’s affairs and strategy [2] . Meetings may be held more often than annually if prescribed by the bylaws.
- Corporate Bylaws – A set of rules and procedures meant to govern the internal management of an organization [1] . Bylaws must not be inconsistent with the company’s articles of incorporation.
- Issuance of Stock – The process by which a company distributes its shares to investors, either initially or in subsequent offerings [3] . Stock prices are fixed by the company’s board of directors.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation of any of these.
- Prohibited Words: “Bank,” “Industrial Bank,” “Deposit,” “Surety,” “Security,” “Trust,” or “Trust company” if it is not a banking business or if it is unclear whether banking is being conducted. Corporations cannot use language that implies they are organized for an impermissible purpose.
- Name Reservation Period: Six months.
- Renewal Period: Statute silent.
- Transferability: Yes.
Emergency Bylaws
A corporation may establish emergency bylaws to manage the company and shareholders’ rights and capabilities [4] .
