"We want to ensure that all nonprofit and ‘charitable purpose' corporations are made aware of these changes since they directly impact their license to operate," Cooley said.

Public Act 222 of 2008, effective July 16, 2008, amended the Nonprofit Corporation Act to require that the board of directors of all Michigan nonprofit corporations in existence on July 16, 2008, consist of three or more directors by January 16, 2009. The board of any new nonprofit corporation formed after July 16, 2008, is required to consist of three or more directors.

"Existing nonprofit corporations with only one or two directors will need to increase the size of their boards to at least three directors," said Cooley. "This may call for the corporation's bylaws to be amended to meet the new requirement and/or election of additional directors at its annual or special meeting called by their board."

Nonprofit corporations are also required to file an annual report by October 1 each year and report the names and addresses of officers and directors. Corporations existing on December 31, 2007, must file their 2008 annual report by October 1, 2008. Corporations formed in 2008 must file their first annual report October 1, 2009, and are required to report three or more directors on their board. A nonprofit corporation is automatically dissolved if it fails to file the annual report or pay the annual fee within the two years of the due date of the report.

The law has also been amended to define and require a "charitable purpose corporation" to provide notice of its dissolution to the Michigan Office of Attorney General within 60 days of an automatic dissolution for failure to file the annual report or pay the annual fee. The corporation is also prohibited from disposing of any assets without written approval from the Attorney General.

Notice of these requirements and a copy of PA 222 of 2008 are being mailed to resident agents of all active nonprofit corporations. Each nonprofit corporation is required to appoint and continuously maintain a resident agent with the DLEG Bureau of Commercial Services to whom all such notices are sent.

Additional information is available on the Corporation Division website at www.michigan.gov/corporations or by calling the Corporation Division at (517)-241-6470.

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