SECTIONS 5510-5517 - California Statutes

CORPORATIONS CODE

SECTION 5510-5517

5510. (a) Meetings of members may be held at a place within or
without this state as may be stated in or fixed in accordance with
the bylaws. If no other place is stated or so fixed, meetings of
members shall be held at the principal executive office of the
corporation. Unless prohibited by the bylaws of the corporation, if
authorized by the board of directors in its sole discretion, and
subject to the requirement of consent in clause (b) of Section 20 and
those guidelines and procedures as the board of directors may adopt,
members not physically present in person (or, if proxies are
allowed, by proxy) at a meeting of members may, by electronic
transmission by and to the corporation (Sections 20 and 21) or by
electronic video screen communication, participate in a meeting of
members, be deemed present in person (or, if proxies are allowed, by
proxy), and vote at a meeting of members whether that meeting is to
be held at a designated place or in whole or in part by means of
electronic transmission by and to the corporation or by electronic
video screen communication, in accordance with subdivision (f).
(b) A regular meeting of members shall be held on a date and time,
and with the frequency stated in or fixed in accordance with the
bylaws, but in any event in each year in which directors are to be
elected at that meeting for the purpose of conducting such election,
and to transact any other proper business which may be brought before
the meeting.
(c) If a corporation with members is required by subdivision (b)
to hold a regular meeting and fails to hold the regular meeting for a
period of 60 days after the date designated therefor or, if no date
has been designated, for a period of 15 months after the formation of
the corporation, or after its last regular meeting, or if the
corporation fails to hold a written ballot for a period of 60 days
after the date designated therefor, then the superior court of the
proper county may summarily order the meeting to be held or the
ballot to be conducted upon the application of a member or the
Attorney General, after notice to the corporation giving it an
opportunity to be heard.
(d) The votes represented, either in person (or, if proxies are
allowed, by proxy), at a meeting called or by written ballot ordered
pursuant to subdivision (c), and entitled to be cast on the business
to be transacted shall constitute a quorum, notwithstanding any
provision of the articles or bylaws or in this part to the contrary.
The court may issue such orders as may be appropriate including,
without limitation, orders designating the time and place of the
meeting, the record date for determination of members entitled to
vote, and the form of notice of the meeting.
(e) Special meetings of members for any lawful purpose may be
called by the board, the chairman of the board, the president, or
such other persons, if any, as are specified in the bylaws. In
addition, special meetings of members for any lawful purpose may be
called by 5 percent or more of the members.
(f) A meeting of the members may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide members in person (or, if
proxies are allowed, by proxy) a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the
members, including an opportunity to read or hear the proceedings of
the meeting substantially concurrently with those proceedings, and
(2) if any member votes or takes other action at the meeting by means
of electronic transmission to the corporation or electronic video
screen communication, a record of that vote or action is maintained
by the corporation. Any request by a corporation to a member pursuant
to clause (b) of Section 20 for consent to conduct a meeting of
members by electronic transmission by and to the corporation, shall
include a notice that absent consent of the member pursuant to clause
(b) of Section 20, the meeting shall be held at a physical location
in accordance with subdivision (a).

5511. (a) Whenever members are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given
not less than 10 nor more than 90 days before the date of the meeting
to each member who, on the record date for notice of the meeting, is
entitled to vote thereat; provided, however, that if notice is given
by mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given not less than 20 days
before the meeting. Subject to subdivision (f), and subdivision (b)
of Section 5512, that notice shall state the place, date and time of
the meeting, the means of electronic transmission by and to the
corporation (Sections 20 and 21) or electronic video screen
communication, if any, by which members may participate in that
meeting, and (1) in the case of a special meeting, the general nature
of the business to be transacted, and no other business may be
transacted, or (2) in the case of the regular meeting, those matters
which the board, at the time the notice is given, intends to present
for action by the members, but, except as provided in subdivision (b)
of Section 5512, any proper matter may be presented at the meeting
for such action. The notice of any meeting at which directors are to
be elected shall include the names of all those who are nominees at
the time the notice is given to members.
(b) Notice of a members' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by mail
or other means of written communication, addressed to the member at
the address of such member appearing on the books of the corporation
or given by the member to the corporation for purpose of notice; or
if no such address appears or is given, at the place where the
principal office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in
which the principal office is located. An affidavit of giving of any
notice or report in accordance with the provisions of this part,
executed by the secretary, assistant secretary or any transfer agent,
shall be prima facie evidence of the giving of the notice or report.
If any notice or report addressed to a member at the address of
such member appearing on the books of the corporation is returned to
the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver
the notice or report to the member at such address, all future
notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available for the member upon
written demand of the member at the principal office of the
corporation for a period of one year from the date of the giving of
the notice or report to all other members.
Notice given by electronic transmission by the corporation under
this subdivision shall be valid only if it complies with Section 20.
Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the corporation under this subdivision
after either of the following:
(1) The corporation is unable to deliver two consecutive notices
to the member by that means.
(2) The inability to so deliver the notices to the member becomes
known to the secretary, any assistant secretary, the transfer agent,
or other person responsible for the giving of the notice.
(c) Upon request in writing to the corporation addressed to the
attention of the chairman of the board, president, vice president or
secretary by any person (other than the board) entitled to call a
special meeting of members, the officer forthwith shall cause notice
to be given to the members entitled to vote that a meeting will be
held at a time fixed by the board, not less than 35 nor more than 90
days after the receipt of the request. If the notice is not given
within 20 days after receipt of the request, the persons entitled to
call the meeting may give the notice or the superior court of the
proper county shall summarily order the giving of the notice, after
notice to the corporation giving it an opportunity to be heard. The
court may issue such orders as may be appropriate, including, without
limitation, orders designating the time and place of the meeting,
the record date for determination of members entitled to vote and the
form of notice.
(d) When a members' meeting is adjourned to another time or place,
unless the bylaws otherwise require and except as provided in this
subdivision, notice need not be given of the adjourned meeting if the
time and place thereof (or the means of electronic transmission by
and to the corporation or electronic video screen communication, if
any, by which members may participate) are announced at the meeting
at which the adjournment is taken. No meeting may be adjourned for
more than 45 days. At the adjourned meeting the corporation may
transact any business which might have been transacted at the
original meeting. If after the adjournment a new record date is fixed
for notice or voting, a notice of the adjourned meeting shall be
given to each member who, on the record date for notice of the
meeting, is entitled to vote at the meeting.
(e) The transactions of any meeting of members, however called and
noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present
either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person
or by proxy, provides a waiver of notice or consent to the holding of
the meeting or an approval of the minutes thereof in writing. All
such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a waiver of
notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened and
except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by this part to be
included in the notice but not so included, if such objection is
expressly made at the meeting. Neither the business to be transacted
at nor the purpose of any regular or special meeting of members need
be specified in any written waiver of notice, consent to the holding
of the meeting or approval of the minutes thereof, unless otherwise
provided in the articles or bylaws, except as provided in subdivision
(f).
(f) Any approval of the members required under Section 5222, 5224,
5812, or 6610, other than unanimous approval by those entitled to
vote, shall be valid only if the general nature of the proposal so
approved was stated in the notice of meeting or in any written waiver
of notice.
(g) A court may find that notice not given in conformity with this
section is still valid, if it was given in a fair and reasonable
manner.

5512. (a) One-third of the voting power, represented in person or
by proxy, shall constitute a quorum at a meeting of members, but,
subject to subdivisions (b) and (c), a bylaw may set a different
quorum. Any bylaw amendment to increase the quorum may be adopted
only by approval of the members (Section 5034). If a quorum is
present, the affirmative vote of the majority of the voting power
represented at the meeting, entitled to vote, and voting on any
matter shall be the act of the members, unless the vote of a greater
number or voting by classes is required by this part or the articles
or bylaws.
(b) Where a bylaw authorizes a corporation to conduct a meeting
with a quorum of less than one-third of the voting power, then the
only matters that may be voted upon at any regular meeting actually
attended, in person or by proxy, by less than one-third of the voting
power are matters notice of the general nature of which was given,
pursuant to the first sentence of subdivision (a) of Section 5511.
(c) Subject to subdivision (b), the members present at a duly
called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of
enough members to leave less than a quorum, if any action taken
(other than adjournment) is approved by at least a majority of the
members required to constitute a quorum or, if required by this
division or the articles or the bylaws, the vote of a greater number
or voting by classes.
(d) In the absence of a quorum, any meeting of members may be
adjourned from time to time by the vote of a majority of the votes
represented either in person or by proxy, but no other business may
be transacted, except as provided in subdivision (c).

5513. (a) Subject to subdivision (e), and unless prohibited in the
articles or bylaws, any action which may be taken at any regular or
special meeting of members may be taken without a meeting if the
corporation distributes a written ballot to every member entitled to
vote on the matter. Unless otherwise provided by the articles or
bylaws and if approved by the board of directors, that ballot and any
related material may be sent by electronic transmission by the
corporation (Section 20) and responses may be returned to the
corporation by electronic transmission to the corporation (Section
21). That ballot shall set forth the proposed action, provide an
opportunity to specify approval or disapproval of any proposal, and
provide a reasonable time within which to return the ballot to the
corporation.
(b) Approval by written ballot pursuant to this section shall be
valid only when the number of votes cast by ballot within the time
period specified equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required to
approve at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
(c) Ballots shall be solicited in a manner consistent with the
requirements of subdivision (b) of Section 5511, and Section 5514.
All such solicitations shall indicate the number of responses needed
to meet the quorum requirement and, with respect to ballots other
than for the election of directors, shall state the percentage of
approvals necessary to pass the measure submitted. The solicitation
must specify the time by which the ballot must be received in order
to be counted.
(d) Unless otherwise provided in the articles or bylaws, a written
ballot may not be revoked.
(e) Directors may be elected by written ballot under this section,
where authorized by the articles or bylaws, except that election by
written ballot may not be authorized where the directors are elected
by cumulative voting pursuant to Section 5616.
(f) When directors are to be elected by written ballot and the
articles or bylaws prescribe a nomination procedure, the procedure
may provide for a date for the close of nominations prior to the
printing and distributing of the written ballots.

5514. (a) Any form of proxy or written ballot distributed to 10 or
more members of a corporation with 100 or more members shall afford
an opportunity on the proxy or form of written ballot to specify a
choice between approval and disapproval of each matter or group of
related matters intended, at the time the written ballot or proxy is
distributed, to be acted upon at the meeting for which the proxy is
solicited or by such written ballot, and shall provide, subject to
reasonable specified conditions, that where the person solicited
specifies a choice with respect to any such matter the vote shall be
cast in accordance therewith.
(b) In any election of directors, any form of proxy or written
ballot in which the directors to be voted upon are named therein as
candidates and which is marked by a member "withhold" or otherwise
marked in a manner indicating that the authority to vote for the
election of directors is withheld shall not be voted either for or
against the election of a director.
(c) Failure to comply with this section shall not invalidate any
corporate action taken, but may be the basis for challenging any
proxy at a meeting or written ballot and the superior court may
compel compliance therewith at the suit of any member.

5515. (a) If for any reason it is impractical or unduly difficult
for any corporation to call or conduct a meeting of its members,
delegates, or directors, or otherwise obtain their consent, in the
manner prescribed by its articles or bylaws, or this part, then the
superior court of the proper county, upon petition of a director,
officer, delegate, member or the Attorney General, may order that
such a meeting be called or that a written ballot or other form of
obtaining the vote of members, delegates, or directors be authorized,
in such a manner as the court finds fair and equitable under the
circumstances.
(b) The court shall, in an order issued pursuant to this section,
provide for a method of notice reasonably designed to give actual
notice to all parties who would be entitled to notice of a meeting
held pursuant to the articles, bylaws and this part, whether or not
the method results in actual notice to every such person, or conforms
to the notice requirements that would otherwise apply. In a
proceeding under this section the court may determine who the members
or directors are.
(c) The order issued pursuant to this section may dispense with
any requirement relating to the holding of and voting at meetings or
obtaining of votes, including any requirement as to quorums or as to
the number or percentage of votes needed for approval, that would
otherwise be imposed by the articles, bylaws, or this part.
(d) Wherever practical any order issued pursuant to this section
shall limit the subject matter of the meetings or other forms of
consent authorized to items, including amendments to the articles or
bylaws, the resolution of which will or may enable the corporation to
continue managing its affairs without further resort to this
section; provided, however, that an order under this section may also
authorize the obtaining of whatever votes and approvals are
necessary for the dissolution, merger, sale of assets or
reorganization of the corporation.
(e) Any meeting or other method of obtaining the vote of members,
delegates, or directors conducted pursuant to an order issued under
this section, and which complies with all the provisions of such
order, is for all purposes a valid meeting or vote, as the case may
be, and shall have the same force and effect as if it complied with
every requirement imposed by the articles, bylaws and this part.

5516. Any action required or permitted to be taken by the members
may be taken without a meeting, if all members shall individually or
collectively consent in writing to the action. The written consent or
consents shall be filed with the minutes of the proceedings of the
members. The action by written consent shall have the same force and
effect as the unanimous vote of the members.

5517. (a) If the name signed on a ballot, consent, waiver, or proxy
appointment corresponds to the name of a member, the corporation if
acting in good faith is entitled to accept the ballot, consent,
waiver, or proxy appointment and give it effect as the act of the
member.
(b) If the name signed on a ballot, consent, waiver, or proxy
appointment does not correspond to the record name of a member, the
corporation if acting in good faith is nevertheless entitled to
accept the ballot, consent, waiver, or proxy appointment and give it
effect as the act of the member if any of the following occur:
(1) The member is an entity and the name signed purports to be
that of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact of
the member and if the corporation requests, evidence acceptable to
the corporation of the signatory's authority to sign for the member
has been presented with respect to the ballot, consent, waiver, or
proxy appointment.
(3) Two or more persons hold the membership as cotenants or
fiduciaries and the name signed purports to be the name of at least
one of the coholders and the person signing appears to be acting on
behalf of all the coholders.
(c) The corporation is entitled to reject a ballot, consent,
waiver, or proxy appointment if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has a
reasonable basis for doubt concerning the validity of the signature
or the signatory's authority to sign for the member.
(d) The corporation and any officer or agent thereof who accepts
or rejects a ballot, consent, waiver, or proxy appointment in good
faith and in accordance with the standards of this section shall not
be liable in damages to the member for the consequences of the
acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a
ballot, consent, waiver, or proxy appointment under this section is
valid unless a court of competent jurisdiction determines otherwise.