Gwyn R. Hartman Revocable Living Trust v. Southern Michigan Bancorp, Inc.

The Hartman Trust (plaintiff), a Bancorp (defendant) shareholder, proposed a bylaw amendment allowing the corporation to recover directors' fees for fiduciary duty violations, and asked Bancorp to include it at the next shareholder meeting; Bancorp's meeting notice stated only that shareholders would vote on a proposal to amend the bylaws, without describing the proposal's content, and the proposal was rejected at the meeting. The trust sued under a Michigan law requiring notice of a meeting's time, place, and purposes; the district court dismissed the complaint, finding Bancorp's notice adequate, and the trust appealed.