SECTIONS 12690-12704 - California Statutes

CORPORATIONS CODE

SECTION 12690-12704

12690. As used in Sections 12690 to 12704, inclusive, of this part:
(a) "New law" means Part 2 (commencing with Section 12200) of
Division 3 of Title 1 of the Corporations Code enacted by the
California Legislature during the 1981-82 Regular Session and
operative January 1, 1984.
(b) "Prior law" means Part 2 (commencing with Section 12220) of
Division 3 of Title 1 of the Corporations Code in effect on December
31, 1983.
(c) "Subject corporation" means any corporation described in
subdivision (a) of Section 12202 and subject to the prior law.

12691. (a) The new law shall apply to all corporations which are
incorporated on or after January 1, 1984, under Part 2 (commencing
with Section 12200) of this division or which are expressly governed
by Part 2 pursuant to a particular provision of this division or
other specific statutory provision.
(b) Except as otherwise expressly provided in this chapter, the
new law shall apply to all subject corporations and to all actions
taken by the directors, officers, or members of such corporations, on
or after January 1, 1984.
(c) Except as otherwise expressly provided in this chapter, all of
the sections of the new law governing acts, contracts, or other
transactions by a subject corporation or its directors, officers, or
members, shall apply only to the acts, contracts, or transactions
occurring on or after January 1, 1984, and the prior law shall govern
acts, contracts, or transactions occurring before January 1, 1984.
(d) Except as otherwise expressly provided in this chapter, any
vote or consent by the directors or members of a subject corporation
prior to January 1, 1984, in accordance with the prior law, shall be
effective in accordance with that law. If any certificate or document
is required to be filed in any public office of this state relating
to such vote or consent, it may be filed on or after January 1, 1984,
in accordance with the prior law.

12692. (a) The provisions of Sections 12310 and 12313 of the new
law relating to the contents of articles of incorporation do not
apply to subject corporations unless and until an amendment of the
articles is filed stating that the corporation elects to be governed
by all of the provisions of the new law not otherwise applicable to
it under this chapter.
(b) The amendment described in subdivision (a) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
subject corporation to Section 12310, deleting any references to the
location of its principal office, deleting any statement of par value
or any statement regarding the number of directors, or conforming
any such statement to Section 12331 (subject to Section 12694), the
amendment shall also be approved by the members (Section 12224) if
such approval is otherwise required for the changes made.
(c) The amendment shall not name the corporation's initial agent
for service of process if a report required by Section 12570 has been
filed.

12693. Section 12320 of the new law shall apply to subject
corporations, but any statement in the articles of these corporations
prior to an amendment thereof pursuant to Section 12692, relating to
the powers of the corporation, shall not be construed as a
limitation unless it is expressly stated as such.

12694. Subdivision (a) of Section 12353 of the new law shall apply
to subject corporations, but the treasurer of these corporations
shall be deemed to be the chief financial officer unless otherwise
provided in the articles or bylaws.

12695. Section 12377 governs any proposed indemnification by a
subject corporation after January 1, 1984, whether the events upon
which the indemnification is based occurred before or after January
1, 1984. Any statement relating to indemnification contained in the
articles or bylaws of a subject corporation shall not be construed as
limiting the indemnification permitted by Section 12377, unless it
is expressly stated as so intended.

12696. (a) The provisions of Chapter 5 (commencing with Section
12460) and Chapter 6 (commencing with Section 12480) of the new law
shall apply to any meeting of members of a subject corporation, held
on or after January 1, 1984, and to any action by such members
pursuant to a written ballot, which becomes effective on or after
January 1, 1984, and to any vote cast at such a meeting or ballot,
given for such action, whether or not a ballot was executed by the
member prior to January 1, 1984.
(b) Notwithstanding subdivision (a), the prior law shall apply to
any meeting of members and to any vote cast at such a meeting if the
meeting was initially called for a date prior to January 1, 1984, and
notice thereof was given to members entitled to vote at the meeting.

12697. Section 12490 of the new law shall apply to actions
commenced on or after January 1, 1984, with respect to a subject
corporation. The prior law shall govern actions which are commenced
prior to January 1, 1984, but are still pending on January 1, 1984.

12698. Chapter 9 (commencing with Section 12520) and Chapter 10
(commencing with Section 12530) of the new law shall apply to
transactions consummated by a subject corporation on or after January
1, 1984, unless the approval required by the prior law has been
given prior to January 1, 1984, or has been given on or after January
1, 1984, at a meeting of members initially called for a date prior
to January 1, 1984, in which case the transaction shall be governed
by the prior law.

12699. Chapter 15 (commencing with Section 12620) and Chapter 17
(commencing with Section 12650) of the new law shall apply to acts
for involuntary dissolution of a subject corporation commenced on or
after January 1, 1984. The prior law shall govern any of these
actions which are commenced prior to January 1, 1984, but are still
pending on January 1, 1984.

12700. Chapter 16 (commencing with Section 12630) and Chapter 17
(commencing with Section 12650) of the new law shall apply to any
voluntary dissolution proceeding initiated with respect to a subject
corporation by the filing on or after January 1, 1984, of an election
to wind up and dissolve. The prior law shall govern any of these
proceedings so initiated prior to January 1, 1984.

12701. When any corporate agent has been designated for service of
process prior to January 1, 1984, and such designation of an agent
included a name of a city, town, or village where the corporate agent
maintained an office, service on such an agent may be effected at
any office of the agent set forth in the certificate of the corporate
agent filed pursuant to Section 1505, 6213, 8213, or 12573, or filed
pursuant to Section 3301.5, 3301.6, 6403.5, or 6403.6 as in effect
prior to January 1, 1977.

12702. Any subject corporation that existed on the first day of
January 1873, was formed under the laws of this state, and which has
not already elected to continue its existence under the prior law,
may at any time elect to continue its existence under the provisions
of this code applicable thereto, (1) by the unanimous vote of all its
directors, (2) by the vote of the members representing a majority of
the voting power of the corporation at an election held at any
annual meeting of the members or at any meeting called by the
directors for the express purpose of considering this subject, or (3)
by action of the directors upon the written consent of the members
representing a majority of the voting power of the corporation.
A certificate of the action of the directors, signed by the
directors and the secretary, shall be filed in the office of the
Secretary of State when the election is made by the unanimous vote of
the directors or upon the written consent of the members. A
certificate of the proceedings of the meeting of the members when the
election is made at any such meeting, signed by the chairman and
secretary of the meeting and a majority of the directors, shall be
filed in the office of the Secretary of State. Thereafter, the
corporation shall continue its existence under the provisions of this
code which are applicable thereto, and shall possess all the rights
and powers, and shall be subject to all the obligations,
restrictions, and limitations, prescribed thereby.

12704. If the corporate rights, privileges, and powers of a subject
corporation have been suspended and are still suspended immediately
prior to January 1, 1984 pursuant to the prior law, as a result of
its incorporation of the General Nonprofit Corporation Law
(commencing with Section 9000) in effect on December 31, 1979, and
the incorporation by the General Nonprofit Corporation Law of
Sections 5700 through 5908 of the prior law (Section 2300), such
sections and provisions continue to apply to such corporation until
restoration by the controller pursuant to such sections.