SECTIONS 2300-2319 - California Statutes

CORPORATIONS CODE

SECTION 2300-2319

2300. As used in this chapter, the term "new law" means this
division of the Corporations Code as amended by act of the California
Legislature, 1975-76 Regular Session, effective January 1, 1977, and
as in effect on that date; the term "prior law" means the applicable
law as in effect prior to January 1, 1977; and the term "effective
date" means January 1, 1977.

2301. (a) Except as otherwise expressly provided in this chapter,
the provisions of the new law apply on and after the effective date
to all corporations referred to in Section 162 existing on the
effective date and to all actions taken by the directors or
shareholders of such corporations on and after the effective date.
(b) Except as otherwise expressly provided in this chapter, all of
the sections of the new law governing acts, contracts or other
transactions by a corporation or its directors or shareholders apply
only to such acts, contracts or transactions occurring on or after
the effective date and the prior law governs such acts, contracts or
transactions occurring prior thereto.
(c) Except as otherwise expressly provided in this chapter, any
vote or consent by the directors or shareholders of a corporation
prior to the effective date in accordance with the prior law shall be
effective in accordance with the prior law and if any certificate or
document is required to be filed in any public office of this state
relating to such action, it may be filed after the effective date in
accordance with the prior law.

2302. The provisions of Sections 202, 204 (other than subdivision
(a) thereof) and 205 of the new law relating to the contents of
articles do not apply to corporations existing on the effective date
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. Such
amendment may be adopted by approval of the board alone, except that,
if any such amendment makes any change in the articles other than
conforming the statement of purposes and powers to subdivision (b) of
Section 202 and the deletion of any references to par value and
location of principal office and deleting any statement regarding the
number of directors or conforming any such statement to Section 212
(subject to Section 2304), it shall also be approved by the
outstanding shares (Section 152) if such approval is otherwise
required for the changes made. The amendment shall not name the
corporation's initial agent for service of process if a report
required by Section 1502 has been filed.

2302.1. The provisions of subdivision (a) of Section 204, insofar
as they require the inclusion of certain provisions in the articles,
do not apply to the provisions of bylaws in effect on the effective
date and valid under the prior law, unless and until an amendment is
filed pursuant to Section 2302.

2302.5. The absence of any reference to par value in the articles
of a corporation which is subject to the prior law relating to the
contents of articles as specified in Section 2302 is equivalent to a
statement that the shares of stock are to be without par value.

2303. Sections 206 and 207 of the new law apply to corporations
existing on the effective date, but any statement in the articles of
such corporation, prior to an amendment thereof pursuant to Section
2302, relating to the purposes or powers of the corporation shall not
be construed as a limitation unless it is expressly stated as such.

2304. The effect of a difference between the articles and bylaws in
the statement of the number of directors shall not be governed by
subdivision (a) of Section 212 of the new law for a corporation
existing on the effective date, which shall continue to be governed
by the prior law, unless and until an amendment of its articles is
filed pursuant to Section 2302. If such amendment makes any change in
the number of directors or the maximum or minimum number of
directors or makes a change from a fixed to a variable board or vice
versa, it shall also be approved by the outstanding shares (Section
152).

2305. Subdivision (a) of Section 312 of the new law applies to a
corporation existing on the effective date, but the "treasurer" of
such corporation shall be deemed to be the "chief financial officer."

2306. Section 317 of the new law governs any proposed
indemnification by a corporation after the effective date, whether
the events upon which the indemnification is based occurred before or
after the effective date. Any statement relating to indemnification
contained in the articles or bylaws of a corporation on the effective
date shall not be construed as limiting the indemnification
permitted by Section 317 unless it is expressly stated as so
intended.

2307. Sections 417 and 418 of the new law relating to required
statements on certificates representing shares apply to certificated
representing shares of corporations existing on the effective date
only if the shares are originally issued after the effective date,
and the prior law shall continue to govern the certificates
representing shares originally issued prior to the effective date,
unless and until an amendment of the articles filed pursuant to
Section 2302, and the certificate is presented for transfer.

2308. Chapter 5 of the new law applies to any distribution to its
shareholders made after the effective date by a corporation existing
on the effective date, except that any such distribution effected
pursuant to a contract for the purchase or redemption of shares
entered into by the corporation prior to the effective date may be
made if permissible under Chapter 5 or under the prior law in effect
at the time the contract was entered into.

2309. Subdivision (a) of Section 510 of the new law applies only to
shares acquired after the effective date.

2310. The provisions of Chapter 6 (commencing with Section 600) and
Chapter 7 (commencing with Section 700) (other than Section 706) of
the new law apply to any meeting of shareholders held after the
effective date and to any action by shareholders pursuant to written
consent which becomes effective after the effective date and to any
vote cast at such a meeting or consent given for such action (whether
or not a proxy or consent was executed by the shareholder prior to
the effective date); provided, however, that the prior law shall
apply to any such meeting of shareholders and to any vote cast at
such a meeting if such meeting was initially called for a date prior
to the effective date and notice thereof was given to shareholders
entitled to vote thereat.

2311. Section 706 of the new law applies to agreements and voting
trusts entered into after the effective date and prior law governs
such agreements or trusts entered into prior thereto unless the
agreement or trust is amended or extended thereafter, in which event
the new law applies.

2312. Section 800 of the new law applies to actions commenced after
the effective date and prior law governs actions pending on the
effective date.

2313. Chapters 10 (commencing with Section 1000), 11 (commencing
with Section 1100), 12 (commencing with Section 1200) and 13
(commencing with Section 1300) of the new law apply to transactions
consummated after the effective date, unless a required approval of
the outstanding shares (Section 152) has been given prior to the
effective date or has been given after the effective date but at a
meeting of shareholders initially called for a date prior to the
effective date, in which case the transaction shall be governed by
the prior law.

2314. Chapters 18 (commencing with Section 1800) and 20 (commencing
with Section 2000) of the new law apply to actions for involuntary
dissolution commenced after the effective date, but the prior law
governs any such action pending on the effective date.

2315. Chapters 19 (commencing with Section 1900) and 20 (commencing
with Section 2000) of the new law apply to any voluntary dissolution
proceeding initiated by the filing of an election after the
effective date, but the prior law governs any such proceeding so
initiated prior to the effective date.

2316. A foreign association which has transacted intrastate
business in this state prior to the effective date and which is
required by Section 2105 of the new law to obtain a certificate of
qualification from the Secretary of State shall not be subject to any
direct or indirect penalty as a result of failure to obtain such
certificate of qualification if the certificate of qualification is
obtained no later than four months after the effective date.

2317. When any corporate agent for service of process has been
designated prior to the effective date and such designation of agent
included a name of a city, town or village wherein the corporate
agent maintained an office, service on such agent may be effected at
any office of the agent set forth in the certificate of the corporate
agent filed pursuant to Section 1505 of the new law or filed
pursuant to Section 3301.5, 3301.6, 6403.5 or 6403.6 of the prior
law, whether or not such office is in said city, town or village.

2318. Any corporation existing on the first day of January, 1873,
formed under the laws of this state, and still existing, 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 by the unanimous vote of
all its directors, or such election may be made at any annual meeting
of the shareholders, or at any meeting called by the directors
especially for considering the subject, if voted by shareholders
representing a majority of the voting power, or may be made by the
directors upon the written consent of that number of the
shareholders.
A certificate of the action of the directors, signed by them and
their secretary, when the election is made by their unanimous vote,
or upon the written consent of the shareholders, or a certificate of
the proceedings of the meeting of the shareholders, 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, and thereafter the corporation
continues its existence under the provisions of this code which are
applicable thereto, and possesses all the rights, and powers, and is
subject to all the obligations, restrictions, and limitations
prescribed thereby.

2319. If the corporate rights, privileges and powers of a
corporation have been suspended and are still suspended immediately
prior to the effective date pursuant to Sections 5700 through 5908 of
the old law and provisions of law there referred to, said sections
and provisions continue to apply to such a corporation until
restoration by the Controller pursuant to said sections.