Are bylaws required in Michigan?
Yes, Michigan corporations must adopt bylaws subject to the votes of the board of directors and the shareholders accordingly.[1]
Michigan Corporate Laws
- Corporate Tax: Michigan levies a 6.0% corporate tax based on a corporation’s income tax base “after allocation or apportionment” to the state.[2]
- Board: Corporations (generally) must operate “under the direction of its board” of directors.[3]
- Number – The board must have at least three directors unless the corporation provides “care to a dentally underserved population.” [4]
- Qualifications – Directors meet the eligibility for their office by satisfying the corporation’s articles or bylaws since they can “prescribe qualifications.”[5]
- Terms – Once elected, directors are expected to serve “until the succeeding annual meeting.”[6]
- Staggered Terms – Directors are divided into two or three classes for the purpose of engaging an election schedule “in lieu of annual election of all directors.”[7]
- Officers: Corporations have a “president, secretary, and treasurer,” at a minimum, but the bylaws and the board appoint more offices.[8]
- Fiduciary Duty: Directors and officers use their judgment to benefit the corporation whenever they “discharge his or her duties.”[9]
- Meetings: The board holds regular meetings with or without notice but can only hold special meetings “after giving notice,” according to the bylaws.[10]
- Quorum: A quorum is the director majority “who are then in office” just before the meeting or the number fixed by the bylaws, however no provision may call for less than 1/3 the total number (of directors).[11]
- Emergency Bylaws: Corporations can develop emergency bylaws specifically for the “conduct of its affairs” during a catastrophe.[12]