Michigan Nonprofit Act (MCL 450.2402-.2441): Proxies

Quick Answer

Michigan's Nonprofit Corporation Act (1982 PA 162) sets default rules for member meetings of an incorporated nonprofit, which is how many Michigan associations are organized. The defaults include 10 to 60 days of written notice, a majority-of-votes quorum, proxies good for 3 years, and remote participation unless the articles or bylaws restrict it.

Most of these are defaults. The articles of incorporation and bylaws can often change them, so the first step for any board is to read its own documents and then the statute. Whether the Act applies at all depends on whether your association is incorporated under it, so confirm that with counsel.

At a Glance

What the Law Says

Annual and special meetings

Section 450.2402 says a corporation "shall hold an annual meeting of its shareholders or members, to elect directors and conduct any other business" on a date designated in the bylaws, unless members act by written consent or by ballot under the Act. A late meeting does not by itself invalidate corporate acts. If no annual meeting is held for 90 days after the designated date, or for 15 months when no date is designated, the circuit court may on a member's application order the meeting.

Section 450.2403 lets the board call a special meeting, or lets others call one as the bylaws provide. If holders of at least 10% of the members entitled to vote apply, the circuit court, "for good cause shown," may order a special meeting.

Notice

Under 450.2404(1), written notice of the time, place (if any) and purposes of a meeting must be given personally, by mail, or by electronic transmission "not less than 10 or more than 60 days before the date of the meeting" to each member of record entitled to vote. The Act also allows notice through a periodical the corporation regularly publishes, with the same 10 to 60 day window.

• A member's written proposal made to the corporation before the meeting must be included in the notice of purposes if it is a proper subject for member action. Bylaws may set "reasonable procedures" for submitting proposals (450.2404(3)).
• If a meeting is adjourned, new notice is not needed unless the bylaws say so, as long as the new time and place are announced at the meeting. A new record date does require notice (450.2404(4)).
• A member who attends in person or by proxy waives objection to lack of notice or defective notice, unless the member objects at the beginning of the meeting (450.2404(6)).
• If remote participation is allowed, the notice must describe the means (450.2404(7)).

Record date

Section 450.2412 allows the bylaws to set a record date, or the board to set one by resolution. For a meeting, it cannot be more than 60 or fewer than 10 days before the meeting. For a ballot vote under 450.2408, it falls between 60 and 20 days before the ballot deadline.

Quorum

Section 450.2415(1): "Unless a greater or lesser quorum is provided in the articles of incorporation, in a bylaw adopted by the shareholders, members, or incorporators, or in this act, shares or members entitled to cast a majority of the votes at a meeting constitute a quorum." If members leave and less than a quorum remains, those still present may continue to do business until adjournment, and a meeting may be adjourned by a vote of those present whether or not a quorum exists.

Proxies

Section 450.2421 lets a member authorize another person to act by proxy unless the statute, articles or a member-adopted bylaw provides otherwise. Key points:

• "A proxy is not valid after the expiration of 3 years from its date unless otherwise provided in the proxy."
• A proxy is revocable at the pleasure of the person who signed it, with exceptions in sections 422 and 423.
• Valid methods include a signed writing (facsimile signature allowed) and an electronic transmission that shows it was authorized by the member.
• A reliable complete copy may be used in place of the original.

Remote meetings and voting

Under 450.2405, unless the articles or bylaws restrict it, a member or proxy holder may participate by conference telephone or other remote communication that lets all participants communicate with each other, and that counts as presence in person. Unless restricted, the board may hold a meeting "conducted solely by means of remote communication." Remote voters count as present if the corporation uses reasonable measures to (a) verify that each remote person is a member or proxy holder, (b) give a reasonable opportunity to participate and vote, including to read or hear the proceedings substantially concurrently, and (c) keep a record of any remote vote.

Voting, inspectors and ballots

Each member is entitled to 1 vote per matter unless the Act or articles say otherwise (450.2441(1)). Matters other than director elections pass on "a majority of the votes cast," and directors are elected by plurality unless the articles say otherwise. Abstentions are not votes cast unless the articles provide otherwise (450.2441(2)). Under 450.2431, if the bylaws require inspectors, that requirement is waived unless a member present requests them; inspectors determine quorum, validity of proxies, and count the votes.

Sections 450.2408 and 450.2409 allow action without a meeting by mail ballot or polling place ballot, but only if the articles or member-approved bylaws provide for it. A mail ballot must set a return deadline not less than 20 nor more than 90 days after it is provided, and a proposal backed by at least 10% of member votes must be included. See our page on action without a meeting for written consent.

What This Means in Practice

For boards

Count the notice window from the mailing or transmission date to the meeting date and keep proof of the date sent. Our reading: the statute sets 10 days as a floor and 60 as a ceiling, and your bylaws may add a longer minimum. Where bylaws and the Act both speak, apply the stricter reading until counsel says otherwise.

Document how remote attendees were verified and how their votes were recorded. Those are the three statutory conditions in 450.2405(4), and they are easy to forget when a hybrid meeting is run informally.

For owners

If a board never holds an annual meeting, the Act gives a path to the circuit court after 90 days past the designated date. A 10% group can seek a court-ordered special meeting for good cause. Neither is a self-help right, and both go through a court.

What the Act does not say

• These sections do not set a quorum number for a condominium amendment vote. The Condominium Act has its own voting thresholds, covered in our amendment page.
• They do not say who qualifies as a "member" for a given association; your documents and the Condominium Act decide that.
• Open questions (our reading): how these sections interact with a condominium bylaw that sets a different quorum, and whether a particular association is organized as a nonprofit corporation at all. Confirm with counsel.

Timeline

Related Michigan Law

• Action without a meeting (MCL 450.2407)
• Books, records and minutes (MCL 450.2485)
• Member records inspection (MCL 450.2487)
• Mandatory bylaw provisions (MCL 559.154)
• HOA board elections in Michigan

Board Checklist

• Confirm whether the association is incorporated under the Nonprofit Corporation Act and read the articles for quorum, proxy and voting changes.
• Compare bylaw notice periods to the 10 to 60 day statutory window and record the mailing or transmission date.
• Set a record date by bylaw or board resolution within the 10 to 60 day window.
• Describe the remote-participation method in the notice if members may join remotely.
• Adopt written procedures for verifying remote voters and recording their votes.
• Check proxy forms for a date and for the 3-year default expiry.
• Decide in advance whether to appoint inspectors for contested votes.

Frequently Asked Questions

How much notice must a Michigan nonprofit give for a member meeting?

Under MCL 450.2404(1), written notice must be given not less than 10 or more than 60 days before the meeting. Bylaws may impose additional requirements.

What is the default quorum for member meetings?

Section 450.2415 says members entitled to cast a majority of the votes constitute a quorum, unless the articles, a member-adopted bylaw, or the Act provides a greater or lesser quorum.

How long does a proxy last?

A proxy is not valid after 3 years from its date unless the proxy provides otherwise (450.2421(2)). It is revocable at the pleasure of the person who signed it, with exceptions in sections 422 and 423.

Can a meeting be held entirely online?

Unless the articles or bylaws restrict it, the board may hold a meeting conducted solely by remote communication (450.2405(3)), subject to the verification, participation and recordkeeping conditions in subsection (4).

What if the board never holds an annual meeting?

Failure to hold the meeting does not by itself invalidate corporate acts, but a member may apply to the circuit court for an order after 90 days past the designated date (450.2402).

Can owners force a special meeting?

Holders of at least 10% of the members entitled to vote may apply to the circuit court, which may order one "for good cause shown" (450.2403).

Does attending a meeting waive a notice defect?

Under 450.2404(6), attendance waives objection to lack or defect of notice unless the member objects at the beginning of the meeting.

Where This Comes From

We read the text of MCL 450.2402, 450.2403, 450.2404, 450.2405, 450.2408, 450.2409, 450.2412, 450.2415, 450.2421, 450.2423, 450.2431 and 450.2441 on the Michigan Legislature website, current through PA 114 of 2026 as shown on the site. We did not read sections 450.2406, 450.2407 beyond the existing page, or 450.2422, so proxy irrevocability details are not covered here. Official site: MCL 450.2404.

How APM Helps

Association Property Managers manages condominium and HOA communities across Michigan from our East Lansing office, with flat, published pricing. See our Michigan service area, browse every Michigan state-law guide, or request a free proposal. Laws and documents differ by community, and we review your master deed and bylaws when we build your proposal.

Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed Michigan attorney before acting.