SECTIONS 12350-12355 - California Statutes

CORPORATIONS CODE

SECTION 12350-12355

12350. Each corporation shall have a board of directors. Subject to
the provisions of this part and any limitations in the articles or
bylaws relating to action required to be approved by the members
(Section 12224), or by a majority of all members (Section 12223), the
activities and affairs of a corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the
board. The board may delegate the management of the activities of the
corporation to any person or persons, management company, or
committee however composed, provided that the activities and affairs
of the corporation shall be managed and all corporate powers shall be
exercised under the ultimate direction of the board.

12351. (a) Unless otherwise provided in the articles or in the
bylaws:
(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.
(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. Special meetings of the board shall be held upon four days'
notice by first-class mail or 48 hours' notice delivered personally
or by telephone, including a voice messaging system or by electronic
transmission by the corporation (Section 20). The articles or bylaws
may not dispense with notice of a special meeting. A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the board.
(3) Notice of a meeting need not be given to any 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.
All waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
(4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place. If the
meeting is adjourned for more than 24 hours, notice of any
adjournment to another time or place shall be given prior to the time
of the adjourned meeting to the directors who were not present at
the time of the adjournment.
(5) Meetings of the board may be held at any place within or
without the state which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice,
designated in the bylaws or by resolution of the board.
(6) Members of the board may participate in a meeting through use
of conference telephone, electronic video screen communication, or
electronic transmission by and to the corporation (Sections 20 and
21). Participation in a meeting through use of conference telephone
or electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting as long as all
members participating in the meeting are able to hear one another.
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 member participating in the meeting can communicate with
all of the other members concurrently.
(B) Each member 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.
(7) A majority of the number of directors authorized in or
pursuant to the articles or bylaws constitutes a quorum of the board
for the transaction of business. The articles or bylaws may require
the presence of one or more specified directors to constitute a
quorum of the board to transact business, as long as the death of a
director or the death or nonexistence of the person or persons
otherwise authorized to appoint or designate a director does not
prevent the corporation from transacting business in the normal
course of events. 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.
(8) Subject to the provisions of Sections 12352, 12373, 12374, and
subdivision (e) of Section 12377, every 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 articles or
bylaws may not provide that a lesser vote than a majority of the
directors present at a meeting is the act of the board. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for the
meeting, or a greater number as is required by this division, the
articles or bylaws.
(b) Any action required or permitted to be taken by the board may
be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action. Such
written consent or consents shall be filed with the minutes of the
proceedings of the board.
The action by written consent shall have the same force and effect
as a unanimous vote of the directors.
(c) Each director present and voting at a meeting shall have one
vote on each matter presented to the board of directors for action at
that meeting. No director may vote at any meeting by proxy.

12352. (a) The board may, by resolution adopted by a majority of
the number of directors then in office, provided that a quorum is
present, create one or more committees, each consisting of two or
more directors, to serve at the pleasure of the board. Appointments
to such committees shall be by a majority vote of the directors then
in office, unless the articles or bylaws require a majority vote of
the number of directors authorized in the articles or bylaws. The
bylaws may authorize one or more such committees, each consisting of
two or more directors, and may provide that a specified officer or
officers who are also directors of the corporation shall be a member
or members of such committee or committees. The board may appoint one
or more directors as alternate members of such committee, who may
replace any absent member at any meeting of the committee. 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:
(1) The approval of any action for which this part also requires
approval of the members (Section 12224) or approval of a majority of
all members (Section 12223) regardless of whether the corporation has
members.
(2) The filling of vacancies on the board or in any committee
which has the authority of the board.
(3) The fixing of compensation of the directors for serving on the
board or on any committee.
(4) The amendment or repeal of bylaws or the adoption of new
bylaws.
(5) The amendment or repeal of any resolution of the board which
by its express terms is not so amendable or repealable.
(6) The appointment of committees of the board or the members
thereof.
(7) The expenditure of corporate funds to support a nominee for
director after there are more people nominated for director than can
be elected.
(b) A committee exercising the authority of the board shall not
include as members persons who are not directors. The board may
create other committees that do not exercise the authority of the
board and these other committees may include persons who are not
directors.
(c) Unless the bylaws otherwise provide, the board may delegate to
any committee, appointed pursuant to paragraph (4) of subdivision
(c) of Section 12331 or otherwise, powers as authorized by Section
12350, but may not delegate the powers set forth in paragraphs (1)
through (7) of subdivision (a) of this section.

12353. (a) A corporation shall have a chair of the board, who may
be given the title chair of the board, chairperson of the board,
chairman of the board, or chairwoman of the board, or a president or
both, a secretary, a treasurer or a chief financial officer, or both,
and any other officers with any 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. The president, or if there is no
president the chair of the board, is the chief executive officer of
the corporation, unless otherwise provided in the articles or bylaws.
If there is no chief financial officer, the treasurer is the chief
financial officer of the corporation, unless otherwise provided for
in the articles or bylaws. Any number of offices may be held by the
same person unless the articles or bylaws provide otherwise. Either
the chair of the board or the president shall be elected from among
those board members elected by the membership of the corporation.
(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.

12354. Subject to the provisions of subdivision (a) of Section
12321, any note, mortgage, evidence of indebtedness, contract,
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 any one of the chairman of the
board, the president or any vice president and by any one of 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.

12355. 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', members', directors',
committee or other meeting or of any resolution adopted by the board
or a committee thereof, or members, 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.