(Amended by Stats. (a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors. CORPORATIONS [100 - 14631] ( Title 1 enacted by Stats. (B) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs. Read this complete California Code, Corporations Code - CORP § 5211 on Westlaw FindLaw Codes are provided courtesy of Thomson Reuters Westlaw, the industry-leading online legal research system. (b) An action required or permitted to be taken by the board may be taken without a meeting if all directors individually or collectively consent in writing to that action and if, subject to subdivision (a) of Section 5224, the number of directors then in office constitutes a quorum. who abstains in writing from providing consent, if (1) the facts described in NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. court opinions. CA Corp Code § 5211 (through 2012 Leg Sess), View Previous Versions of the California Code. Subscribe to Justia's Microsoft Edge. featuring summaries of federal and state entrepreneurship, we’re lowering the cost of legal services and 5233 TITLE 1. (2) Regular meetings of the board may be held without notice if the time and place of the meetings are fixed by the bylaws or the board. (B) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation. and (3) Notice of a meeting need not be given to a director who provides a waiver of notice or consent to holding the meeting or an approval of the minutes thereof in writing, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director. The action by written consent shall have the same force and effect as a unanimous vote of the directors. 442, Sec. (8) Subject to the provisions of Sections 5212, 5233, 5234, 5235, and subdivision (e) of Section 5238, an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. The written consent or consents shall be filed with the minutes of the proceedings of the board. 2. Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, pursuant to this subdivision constitutes presence in person at that meeting if both of the following apply: (A) Each director participating in the meeting can communicate with all of the other directors concurrently. 1978, Ch. , (3) of subdivision (d) of Section 5233 California Corporations Code Sec. subdivision (a) of Section 5224 Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session. The articles or bylaws may not provide that a quorum shall be less than one-fifth the number of directors authorized in or pursuant to the articles or bylaws, or less than two, whichever is larger, unless the number of directors authorized in or pursuant to the articles or bylaws is one, in which case one director constitutes a quorum. The articles or bylaws may not provide that a quorum shall be less than one-fifth the number of directors authorized in or pursuant to the articles or bylaws, or less than two, whichever is larger, unless the number of directors authorized in or pursuant to the articles or bylaws is one, in which case one director constitutes a quorum.
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