Michigan § 450.1209 - Articles of incorporation; permissible provisions.

The articles of incorporation may contain any provision not inconsistent with this act or another statute of this state, including any of the following:

A provision for management of the business and conduct of the affairs of the corporation, or creating, defining, limiting, or regulating the powers of the corporation, its directors and shareholders, or a class of shareholders.

A provision that under this act is required or permitted to be set forth in the bylaws.

A provision eliminating or limiting a director's liability to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:

The amount of a financial benefit received by a director to which he or she is not entitled.

Intentional infliction of harm on the corporation or the shareholders.

A violation of section 551.

An intentional criminal act.

If the articles of incorporation contain a provision eliminating the liability of a director prior to the amendatory act that amended subsection (1) and added this subsection, that provision shall be considered to eliminate the liability of a director as provided in subsection (1)(c).