SECTIONS 12470-12477 - California Statutes

CORPORATIONS CODE

SECTION 12470-12477

12470. As to directors elected by members, there shall be available
to the members reasonable nomination and election procedures given
the nature, size and operations of the corporation.

12473. Where a corporation distributes any material soliciting a
vote for any nominee for director in any publication owned or
controlled by the corporation, it shall make available to each other
nominee, in the same material, an equal amount of space, with equal
prominence, to be used by the nominee for a purpose reasonably
related to the election.

12474. Upon written request by any nominee for election to the
board and the payment of the reasonable costs of mailing (including
postage), a corporation shall within 10 business days after such
request (provided payment has been made) mail to all members, or such
portion of them as the nominee may reasonably specify, any material,
which the nominee may furnish and which is reasonably related to the
election, unless the corporation within five business days after the
request allows the nominee, at the corporation's option, the rights
set forth in either paragraph (1) or (2) of subdivision (a) of
Section 12600.

12475. (a) Except as provided in subdivision (c), no corporation
may decline to publish or mail material, otherwise required to be
published or mailed on behalf of any nominee under this article, on
the basis of the content of such material.
(b) Neither the corporation, nor its agents, officers, directors,
or employees, may be held criminally liable, liable for any
negligence (active or passive) or otherwise liable for damages to any
person on account of any material which is supplied by a nominee for
director and which it mails or publishes pursuant to Section 12473
or 12474 but the nominee on whose behalf such material was published
or mailed shall be liable and shall indemnify and hold the
corporation, its agents, officers, directors, and employees and each
of them harmless from all demands, costs, including reasonable legal
fees and expenses, claims, damages and causes of action arising out
of such material or any such mailing or publication.
(c) Nothing in this section shall prevent a corporation or any of
its agents, officers, directors, or employees from seeking a court
order relieving the corporation from its obligation under Section
12473 or 12474 on the ground the material will expose the moving
party to liability.

12476. Without authorization of the board, no corporation funds may
be expended to support a nominee for director after there are more
people nominated for director than can be elected.

12477. An action challenging the validity of any election,
appointment or removal of a director or directors must be commenced
within nine months after the election, appointment or removal. If no
such action is commenced, in the absence of fraud, any election,
appointment or removal of a director is conclusively presumed valid
nine months thereafter if the only defect in the election,
appointment or removal is the failure to give notice as provided in
this part or in the corporation's articles or bylaws.