reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 186.

186. “Shareholders’ agreement” means a written agreement among all of the shareholders of a close corporation, or if a close corporation has only one shareholder between such shareholder and the corporation, as authorized by subdivision (b) of Section 300.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 188.

188. “Stock split” means the pro rata division, otherwise than by a share dividend, of all the outstanding shares of a class into a greater number of shares of the same class by an amendment to the articles stating the effect on outstanding shares.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 189.

189. (a) Except as provided in subdivision (b), “subsidiary” of a specified corporation means a corporation shares of which possessing more than 50 percent of the voting power are owned directly or indirectly through one or more subsidiaries by the specified corporation.
(b) For the purpose of Section 703, “subsidiary” of a specified corporation means a corporation shares of which possessing more than 25 percent of the voting power are owned directly or indirectly through one or more subsidiaries as defined in subdivision (a) by the specified corporation.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 190.

190. “Surviving corporation” means a corporation into which one or more other corporations or one or more other business entities are merged.
(Amended by Stats. 1994, Ch. 1200, Sec. 18. Effective September 30, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 190.5.

190.5. “Surviving limited partnership” means a limited partnership into which one or more other limited partnerships or one or more corporations are merged.
(Added by Stats. 1993, Ch. 543, Sec. 8. Effective January 1, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 190.7.

190.7. “Surviving other business entity” means an other business entity into which one or more other business entities or one or more corporations are merged.
(Added by Stats. 1994, Ch. 1200, Sec. 19. Effective September 30, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 191.1.

191.1. “Uncertificated security” means a share (Section 184), or an obligation of the issuer, described in paragraphs (15) and (18) of subdivision (a) of Section 8102 of the Commercial Code.
(Amended by Stats. 1996, Ch. 497, Sec. 29. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 192.

192. “Vacancy” when used with respect to the board means any authorized position of director which is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors (by the board or the shareholders) or otherwise.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 193.

193. “Verified” means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing the same in either:
(a) An affidavit signed by them under oath before an officer authorized by the laws of this state or of the place where it is executed to administer oaths, or
(b) A declaration in writing executed by them “under penalty of perjury” and stating the date and place (whether within or without this state) of execution.
Any affidavit sworn to without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 194.

194. “Vote” includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603.
(Repealed and added by Stats. 1993, Ch. 128, Sec. 3. Effective January 1, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 194.5.

194.5. “Voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote upon the happening of some condition or event which has not yet occurred. In any case where different classes of shares are entitled to vote as separate classes for different members of the board, the determination of percentage of voting power shall be made on the basis of the percentage of the total number of authorized directors which the shares in question (whether of one or more classes) have the power to elect in an election at which all shares then entitled to vote for the election of any directors are voted.
(Added by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 194.7.

194.7. “Voting shift” means a change, pursuant to or by operation of a provision of the articles, in the relative rights of the holders of one or more classes or series of shares, voting as one or more separate classes or series, to elect one or more directors.
(Added by Stats. 1988, Ch. 495, Sec. 1.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 195.

195. “Written” or “in writing” includes facsimile, telegraphic, and other electronic communication when authorized by this code, including an electronic transmission by a corporation that satisfies the requirements of Section 20.
(Amended by Stats. 2004, Ch. 254, Sec. 5. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 200.

200. (a) One or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation under this division by executing and filing articles of incorporation.
(b)  If initial directors are named in the articles, each director named in the articles shall sign and acknowledge the articles; if initial directors are not named in the articles, the articles shall be signed by one or more persons described in subdivision (a) who thereupon are the incorporators of the corporation.
(c) The corporate existence begins upon the filing of the articles and continues perpetually, unless otherwise expressly provided by law or in the articles.
(Amended by Stats. 1983, Ch. 1223, Sec. 1.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 200.5.

200.5. (a) An existing business association organized as a trust under the laws of this state or of a foreign jurisdiction may incorporate under this division upon approval by its board of trustees or similar governing body and approval by the affirmative vote of a majority of the outstanding voting shares of beneficial interest (or such greater proportion of the outstanding shares of beneficial interest or the vote of such other classes of shares of beneficial interest as may be specifically required by its declaration of trust or bylaws) and the filing of articles of incorporation with certificate attached pursuant to this chapter.
(b) In addition to the matters required to be set forth in the articles pursuant to Section 202, the articles in the case of an incorporation authorized by subdivision (a) shall set forth that an existing unincorporated association, stating its name, is being incorporated by the filing of the articles.
(c) The articles filed pursuant to this section shall be signed by the president, or any vice president, and the secretary, or any assistant secretary, of the existing association and shall be accompanied by a certificate signed and verified by such officers signing the articles and stating that the incorporation of the association has been approved by the trustees and by the required vote of holders of shares of beneficial interest in accordance with subdivision (a).
(d) Upon the filing of articles of incorporation pursuant to this section, the corporation shall succeed automatically to all of the rights and property of the association being incorporated and shall be subject to all of its debts and liabilities in the same manner as if the corporation had itself incurred them. The incumbent trustees of the association shall constitute the initial directors of the corporation and shall continue in office until the next annual meeting of the shareholders, unless they die, resign or are removed prior thereto. All rights of creditors and all liens upon the property of the association shall be preserved unimpaired. Any action or proceeding pending by or against the association may be prosecuted to judgment, which shall bind the corporation, or the corporation may be proceeded against or substituted in its place.
(e) The filing for record in the office of the county recorder of any county in this state in which any of the real property of the association is located of a copy of the articles of incorporation filed pursuant to this section, certified by the Secretary of State, shall evidence record ownership in the corporation of all interests of the association in and to the real property located in that county.
(Added by Stats. 1978, Ch. 370.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 201.

201. (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “ trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financial Protection and Innovation is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Financial Protection and Innovation.
(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:
(1) The name of any corporation.
(2) The name of any foreign corporation authorized to transact intrastate business in this state.
(3) Each name that is under reservation pursuant to this title.
(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.
(5) An alternate name of a foreign corporation under subdivision (b) of Section 2106.
(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.
(c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification.
(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b).
(Amended by Stats. 2022, Ch. 617, Sec. 6. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 201.5.

201.5. The Secretary of State shall not file articles in which the business is to be an insurer unless the certificate of the Insurance Commissioner approving the corporate name is attached thereto.
(Added by Stats. 1979, Ch. 737.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 201.6.

201.6. (a) (1) When an insurer has been approved by the Insurance Commissioner pursuant to Section 709.5 of the Insurance Code to redomesticate to this state, the redomesticating insurer shall file with the Secretary of State articles of incorporation that include a provision setting forth all of the following information:
(A) The name and former jurisdiction of the redomesticating insurer.
(B) The redomesticating insurer’s Secretary of State file number.
(C) A statement that the redomesticating insurer was authorized to effect the redomestication by the laws under which it formerly was organized.
(D) A statement that the redomesticating insurer has approved a plan of redomestication or other instrument as may be required to effect the redomestication to this state pursuant to the laws under which the redomesticating insurer was organized.
(E) A statement that the Insurance Commissioner has approved the redomestication of the insurer to this state.
(2) The Secretary of State shall not file articles of incorporation containing the information required by paragraph (1) unless a copy of the amended certificate of authority, evidencing the approval of the redomestication by the Insurance Commissioner, is attached thereto.
(b) If a redomesticating insurer is qualified to transact business in this state, by virtue of its filing of articles of incorporation in this state, the redomesticating insurer shall automatically surrender its right to transact intrastate business.
(c) (1) An insurer that has filed articles of incorporation in this state and has been approved by the Insurance Commissioner pursuant to Section 709.5 of the Insurance Code to redomesticate to another jurisdiction, shall file with the Secretary of State a statement of redomestication, on a form prescribed by the Secretary of State, containing all of the following information:
(A) The name of the redomesticating insurer.
(B) The redomesticating insurer’s Secretary of State file number.
(C) The jurisdiction of the redomesticated insurer.
(D) The name and street address of the redomesticated insurer’s agent for service of process.
(E) A statement that the redomesticating insurer is authorized to effect the redomestication under California law and the jurisdiction to which the insurer is redomesticating.
(F) A statement that the redomesticating insurer has complied with the requirements to redomesticate as required by California law and the jurisdiction to which the insurer is redomesticating.
(G) A statement that the Insurance Commissioner has approved the redomestication of the insurer.
(2) The Secretary of State shall not file the statement of redomestication required by paragraph (1) unless a copy of the amended certificate of authority, evidencing the approval of the redomestication by the Insurance Commissioner, is attached thereto.
(Repealed and added by Stats. 2017, Ch. 417, Sec. 2. (AB 1696) Effective January 1, 2018.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 201.7.

201.7. Upon receipt of a certified copy of the commissioner’s authorization issued pursuant to subdivision (a) of Section 11542 or subdivision (a) of Section 4097.11 of the Insurance Code and subject to subdivision (a) of Section 110 of the Corporations Code, the Secretary of State shall accept for filing the certificate of amendment of the articles of incorporation of the domestic mutual insurer certified by the secretary thereof.
Upon receipt of a certified copy of the commissioner’s authorization to file articles of incorporation of a mutual holding company and a stock holding company authorized pursuant to conversion proceedings pursuant to subdivision (a) of Section 11542 or subdivision (a) of Section 4097.11 of the Insurance Code and subject to subdivision (a) of Section 110 of the Corporations Code, the Secretary of State shall accept for filing the articles of incorporation of the mutual holding company and stock holding company.
(Amended by Stats. 1998, Ch. 421, Sec. 1. Effective January 1, 1999.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 203.5.

203.5. (a) If the articles include the designation and number of shares of one or more series within a class, the stated number of shares for all series within the class shall not exceed, and may be less than, the stated number of shares for the class.
(b) If so authorized in the articles and if the articles state the number of shares of the class, the articles may be amended by approval of the board alone to increase or decrease (but not below the number of shares of the series then outstanding) the number of shares of a series.
(c) If the articles authorize a class of shares which is stated to be issuable in series, the articles shall include either the designation and number of shares for at least one series within that class or an authorization of common shares.
(Added by Stats. 1988, Ch. 919, Sec. 2.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 204.5.

204.5. (a) If the articles of a corporation include a provision reading substantially as follows: “The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law”; the corporation shall be considered to have adopted a provision as authorized by paragraph (10) of subdivision (a) of Section 204 and more specific wording shall not be required.
(b) This section shall not be construed as setting forth the exclusive method of adopting an article provision as authorized by paragraph (10) of subdivision (a) of Section 204.
(c) This section shall not change the otherwise applicable standards or duties to make full and fair disclosure to shareholders when approval of such a provision is sought.
(Added by Stats. 1987, Ch. 1203, Sec. 1.5. Effective September 27, 1987.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 205.

205. Solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitalization of a corporation, all authorized shares of a corporation organized under this division shall be deemed to have a nominal or par value of one dollar ($1) per share. If any federal or other statute or regulation applicable to a particular corporation requires that the shares of such corporation have a par value, such shares shall have the par value determined by the board in order to satisfy the requirements of such statute or regulation.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 206.

206. Subject to any limitation contained in the articles and to compliance with any other applicable laws, any corporation other than a corporation subject to the Banking Law or a professional corporation may engage in any business activity; and a corporation subject to the Banking Law or a professional corporation may engage in any business activity not prohibited by the respective statutes and regulations to which it is subject.
(Amended by Stats. 1978, Ch. 370.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 208.

208. (a) No limitation upon the business, purposes or powers of the corporation or upon the powers of the shareholders, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles or by Chapters 18, 19 and 20 or by any shareholders’ agreement shall be asserted as between the corporation or any shareholder and any third person, except in a proceeding (1) by a shareholder or the state to enjoin the doing or continuation of unauthorized business by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or (2) to dissolve the corporation or (3) by the corporation or by a shareholder suing in a representative suit against the officers or directors of the corporation for violation of their authority.
(b) Any contract or conveyance made in the name of a corporation which is authorized or ratified by the board, or is done within the scope of the authority, actual or apparent, conferred by the board or within the agency power of the officer executing it, except as the board’s authority is limited by law other than this division, binds the corporation, and the corporation acquires rights thereunder, whether the contract is executed or wholly or in part executory.
(c) This section applies to contracts and conveyances made by foreign corporations in this state and to all conveyances by foreign corporations of real property situated in this state.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 209.

209. For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is conclusive evidence of the formation of the corporation and prima facie evidence of its corporate existence.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 210.

210. If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation and the election of directors and officers.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 211.

211. Bylaws may be adopted, amended or repealed either by approval of the outstanding shares (Section 152) or by the approval of the board, except as provided in Section 212. Subject to subdivision (a)(5) of Section 204, the articles or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 2 - Organization and Bylaws › Section 213.

213. Every corporation shall keep at its principal office in this state, or if its principal office is not in this state at its principal business office in this state, the original or a copy of its bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal office of the corporation is outside this state and the corporation has no principal office in this state, it shall upon the written request of any shareholder furnish to such shareholder a copy of the bylaws as amended to date.
(Amended by Stats. 2022, Ch. 617, Sec. 8. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 301.

301. (a)  Except as provided in Section 301.5, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. However, to effectuate a voting shift (Section 194.7) the articles may provide that directors hold office for a shorter term. The articles may provide for the election of one or more directors by the holders of the shares of any class or series voting as a class or series.
(b) Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
(Amended by Stats. 1989, Ch. 876, Sec. 1.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 301.7.

301.7. (a) A listed corporation engaged in business limited to the operation and maintenance of a recreation venture having golf and tennis facilities and ancillary dining and beverage services may, by amendment of its articles or bylaws, adopt provisions allowing division of its board of directors into two classes, with one-half of the directors or as close an approximation as possible to be elected at each annual meeting of shareholders, provided that the corporation’s bylaws or articles limit each holder of the securities to no more than five shares and require some of those holders to occupy dwellings immediately contiguous to the real property of the corporation. An article or bylaw amendment providing for division of the board of directors into classes may only be adopted by the approval of the board and the outstanding shares (Section 152) voting as a single class, notwithstanding Section 903. Directors of a listed corporation that meet these conditions may be elected by classes at a meeting of shareholders at which an amendment to the articles or bylaws described in this paragraph is approved, but the extended terms for directors are contingent on that approval, and in the case of an amendment to the articles, the filing of any necessary amendment to the articles pursuant to Section 905 or 910.
(b) For purposes of this section, a “listed corporation” means a corporation described in subdivision (d) of Section 301.5.
(c) If an article amendment referred to in subdivision (a) is adopted by a listed corporation, the certificate of amendment shall include a statement of the facts showing that the corporation is a listed corporation within the meaning of subdivision (b).
(Amended by Stats. 2009, Ch. 131, Sec. 2. (AB 991) Effective January 1, 2010.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 301.9.

301.9. Notwithstanding Section 301, a mutual water company organized under this division may elect directors to serve staggered four-year terms if authorized in the corporation’s articles of incorporation or bylaws. Upon the initial election of directors to staggered terms, the elected directors shall determine by lot who among them shall serve initial two-year terms and who among them shall serve four-year terms. Prior to any election in which the terms of elected directors shall be determined by lot, the mutual water company shall notify its shareholders that the terms of the directors elected shall be determined among those directors by lot.
(Added by Stats. 2011, Ch. 89, Sec. 1. (SB 918) Effective January 1, 2012.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 302.

302. The board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 303.

303. (a) Any or all of the directors may be removed without cause if the removal is approved by the outstanding shares (Section 152), subject to the following:
(1)  Except for a corporation to which paragraph (3) is applicable, no director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected.
(2) When by the provisions of the articles the holders of the shares of any class or series, voting as a class or series, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.
(3) A director of a corporation whose board of directors is classified pursuant to Section 301.5 may not be removed if the votes cast against removal of the director, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively (without regard to whether shares may otherwise be voted cumulatively) at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and either the number of directors elected at the most recent annual meeting of shareholders, or if greater, the number of directors for whom removal is being sought, were then being elected.
(b) Any reduction of the authorized number of directors or amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director’s term of office.
(c) Except as provided in this section and Sections 302 and 304, a director may not be removed prior to the expiration of the director’s term of office.
(Amended by Stats. 1989, Ch. 876, Sec. 3.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 304.

304. The superior court of the proper county may, at the suit of shareholders holding at least 10 percent of the number of outstanding shares of any class, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 306.

306. If (a) a corporation has not issued shares and all the directors resign, die, or become incompetent, or (b) a corporation’s initial directors have not been named in the articles, and all the incorporators resign, die, or become incompetent prior to the election of the initial directors, the superior court of any county may appoint directors of the corporation upon application by any party in interest.
(Amended by Stats. 2000, Ch. 485, Sec. 6. Effective January 1, 2001.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 308.

308. (a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so that there is danger that its property and business will be impaired or lost, the superior court of the proper county may, notwithstanding any provisions of the articles or bylaws and whether or not an action is pending for an involuntary winding up or dissolution of the corporation, appoint a provisional director pursuant to this section. Action for such appointment may be brought by any director or by the holders of not less than 33
1
/
3
percent of the voting power.
(b) If the shareholders of a corporation are deadlocked so that they cannot elect the directors to be elected at an annual meeting of shareholders, the superior court of the proper county may, notwithstanding any provisions of the articles or bylaws, upon petition of a shareholder or shareholders holding 50 percent of the voting power, appoint a provisional director or directors pursuant to this section or order such other equitable relief as the court deems appropriate.
(c) A provisional director shall be an impartial person, who is neither a shareholder nor a creditor of the corporation, nor related by consanguinity or affinity within the third degree according to the common law to any of the other directors of the corporation or to any judge of the court by which such provisional director is appointed. A provisional director shall have all the rights and powers of a director until the deadlock in the board or among shareholders is broken or until such provisional director is removed by order of the court or by approval of the outstanding shares (Section 152). Such person shall be entitled to such compensation as shall be fixed by the court unless otherwise agreed with the corporation.
(d) This section does not apply to corporations subject to the Public Utilities Act (Part 1 (commencing with Section 201) of Division 1 of the Public Utilities Code).
(Amended by Stats. 1995, Ch. 154, Sec. 3. Effective January 1, 1996.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 309.

309. (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation and its shareholders and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
(b) In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented.
(2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence.
(3) A committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence,
so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
(c) A person who performs the duties of a director in accordance with subdivisions (a) and (b) shall have no liability based upon any alleged failure to discharge the person’s obligations as a director. In addition, the liability of a director for monetary damages may be eliminated or limited in a corporation’s articles to the extent provided in paragraph (10) of subdivision (a) of Section 204.
(Amended by Stats. 1987, Ch. 1203, Sec. 2. Effective September 27, 1987.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 311.

311. The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to:
(a) The approval of any action for which this division also requires shareholders’ approval (Section 153) or approval of the outstanding shares (Section 152).
(b) The filling of vacancies on the board or in any committee.
(c) The fixing of compensation of the directors for serving on the board or on any committee.
(d) The amendment or repeal of bylaws or the adoption of new bylaws.
(e) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.
(f) A distribution (Section 166), except at a rate, in a periodic amount or within a price range set forth in the articles or determined by the board.
(g) The appointment of other committees of the board or the members thereof.
(Amended by Stats. 1983, Ch. 1223, Sec. 4.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 312.

312. (a) A corporation shall have (1) a chairperson of the board, who may be given the title of chair of the board, chairperson of the board, chairperson, or a president or both, (2) a secretary, (3) a chief financial officer, and (4) such other officers with such titles and duties as shall be stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments and share certificates. The president, or if there is no president the chairperson of the board, is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles or bylaws. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise.
(b) Except as otherwise provided by the articles or bylaws, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
(Amended by Stats. 2022, Ch. 617, Sec. 10. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 313.

313. Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction statement or written statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between any corporation and any other person, when signed by the chairperson of the board, the president or any vice president and the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation, is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.
(Amended by Stats. 2015, Ch. 98, Sec. 6. (SB 351) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 3 - Directors and Management › Section 314.

314. The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or of the minutes of any incorporators’, shareholders’, directors’, committee or other meeting or of any resolution adopted by the board or a committee thereof, or shareholders, certified to be a true copy by a person purporting to be the secretary or an assistant secretary of the corporation, is prima facie evidence of the adoption of such bylaws or resolution or of the due holding of such meeting and of the matters stated therein.
(Amended by Stats. 2004, Ch. 254, Sec. 7. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 4 - Shares and Share Certificates › Section 400.

400. (a) A corporation may issue one or more classes or series of shares or both, with full, limited or no voting rights and with such other rights, preferences, privileges and restrictions as are stated or authorized in its articles. No denial or limitation of voting rights shall be effective unless at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate, are entitled to full voting rights; and no denial or limitation of dividend or liquidation rights shall be effective unless at the time one or more classes or series of outstanding shares, singly or in the aggregate, are entitled to unlimited dividend and liquidation rights.
(b) All shares of any one class shall have the same voting, conversion and redemption rights and other rights, preferences, privileges and restrictions, unless the class is divided into series. If a class is divided into series, all the shares of any one series shall have the same voting, conversion and redemption rights and other rights, preferences, privileges and restrictions.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 4 - Shares and Share Certificates › Section 402.

402. (a) A corporation may provide in its articles for one or more classes or series of shares which are redeemable, in whole or in part, (1) at the option of the corporation or (2) to the extent and upon the happening of one or more specified events, and not otherwise except as herein provided. A corporation may provide in its articles for one or more classes or series of preferred shares which are redeemable, in whole or in part, (1) as specified above, (2) at the option of the holder, or (3) upon the vote of at least a majority of the outstanding shares of the class or series to be redeemed. An open-end investment company registered under the United States Investment Company Act of 1940 may, if its articles so provide, issue shares which are redeemable at the option of the holder at a price approximately equal to the shares’ proportionate interest in the net assets of the corporation and a shareholder may compel redemption of such shares in accordance with their terms.
(b) Any such redemption shall be effected at such price or prices, within such time and upon such terms and conditions as are stated in the articles. When the articles permit partial redemption of a class or series of shares, the articles shall prescribe the method of selecting the shares to be redeemed, which may be pro rata, by lot, at the discretion of, or in a manner approved by, the board or upon such other terms as are specified in the articles.
(c) No redeemable common shares, other than (1) shares issued by an open-end investment company registered under the United States Investment Company Act of 1940, (2) shares of a corporation which has a license or franchise from a governmental agency to conduct its business or is a member corporation of a national securities exchange registered under the United States Securities Exchange Act of 1934, which license, franchise or membership is conditioned upon some or all of the holders of its stock possessing prescribed qualifications, to the extent necessary to prevent the loss of such license, franchise or membership or to reinstate it, or (3) shares of a professional corporation, as defined in Part 4 (commencing with Section 13400) of Division 3 of Title 1, shall be issued or redeemed unless the corporation at the time has outstanding a class of common shares that is not subject to redemption.
(d) Any redemption by a corporation of its shares shall be subject to the provisions of Chapter 5 (commencing with Section 500). Nothing in this section shall prevent a corporation from creating a sinking fund or similar provision for, or entering into an agreement for, the redemption or purchase of its shares to the extent permitted by Chapter 5, but unless such purchase or redemption is permitted under Chapter 5, the holder of shares to be so purchased or redeemed shall not become a creditor of the corporation.
(Amended by Stats. 2022, Ch. 617, Sec. 11. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 4 - Shares and Share Certificates › Section 402.5.

402.5. The rights, preferences, privileges, and restrictions granted to or imposed upon a class or series of preferred shares (Section 176), the designation of which includes either the word “preferred” or the word “preference,” may:
(a) Notwithstanding paragraph (9) of subdivision (a) of Section 204, include a provision requiring a vote of a specified percentage or proportion of the outstanding shares of the class or series that is less than a majority of the class or series to approve any corporate action, except where the vote of a majority or greater proportion of the class or series is required by this division, regardless of restrictions or limitations on the voting rights thereof.
(b) Notwithstanding paragraph (5) of subdivision (a) of Section 204, provide that in addition to the requirement of subdivision (a) of Section 1900 the corporation may voluntarily wind up and dissolve only upon the vote of a specified percentage (which shall not exceed 66
2
/
3
percent) of such class or series.
(c) Notwithstanding subdivision (a) of Section 500, provide that a distribution may be made without regard to the preferential dividends arrears amount, or any preferential rights amount, or both, as described in paragraphs (1) and (2) of subdivision (a) of Section 500.
(Amended by Stats. 2014, Ch. 71, Sec. 22. (SB 1304) Effective January 1, 2015.)