SECTIONS 5610-5617 - California Statutes

CORPORATIONS CODE

SECTION 5610-5617

5610. Except as provided in a corporation's articles or bylaws or
Section 5616, each member shall be entitled to one vote on each
matter submitted to a vote of the members. Single memberships in
which two or more persons have an indivisible interest shall be voted
as provided in Section 5612.

5611. (a) The bylaws may provide or, in the absence of such
provision, the board may fix, in advance, a date as the record date
for the purpose of determining the members entitled to notice of any
meeting of members. Such record date shall not be more than 90 nor
less than 10 days before the date of the meeting. If no record date
is fixed, members at the close of business on the business day
preceding the day on which notice is given or, if notice is waived,
at the close of business on the business day preceding the day on
which the meeting is held are entitled to notice of a meeting of
members. A determination of members entitled to notice of a meeting
of members shall apply to any adjournment of the meeting unless the
board fixes a new record date for the adjourned meeting.
(b) The bylaws may provide or, in the absence of such provision,
the board may fix, in advance, a date as the record date for the
purpose of determining the members entitled to vote at a meeting of
members. Such record date shall not be more than 60 days before the
date of the meeting. Such record date shall also apply in the case of
an adjournment of the meeting unless the board fixes a new record
date for the adjourned meeting. If no record date is fixed, members
on the day of the meeting who are otherwise eligible to vote are
entitled to vote at the meeting of members or, in the case of an
adjourned meeting, members on the day of the adjourned meeting who
are otherwise eligible to vote are entitled to vote at the adjourned
meeting of members.
(c) The bylaws may provide or, in the absence of such provision,
the board may fix, in advance, a date as the record date for the
purpose of determining the members entitled to cast written ballots
(Section 5513). Such record date shall not be more than 60 days
before the day on which the first written ballot is mailed or
solicited. If no record date is fixed, members on the day the first
written ballot is mailed or solicited who are otherwise eligible to
vote are entitled to cast written ballots.
(d) The bylaws may provide or, in the absence of such provision,
the board may fix, in advance, a date as the record date for the
purpose of determining the members entitled to exercise any rights in
respect of any other lawful action. Such record date shall not be
more than 60 days prior to such other action. If no record date is
fixed, members at the close of business on the day on which the board
adopts the resolution relating thereto, or the 60th day prior to the
date of such other action, whichever is later, are entitled to
exercise such rights.

5612. If a membership stands of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, husband and wife as community property,
tenants by the entirety, or otherwise, or if two or more persons
(including proxyholders) have the same fiduciary relationship
respecting the same membership, unless the secretary of the
corporation is given written notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect:
(a) If only one votes, such act binds all;
(b) If more than one vote, the act of the majority so voting binds
all.

5613. (a) Any member may authorize another person or persons to act
by proxy with respect to such membership, except that this right may
be limited or withdrawn by the articles or bylaws, subject to
subdivision (e). Any proxy purported to be executed in accordance
with the provisions of this part shall be presumptively valid.
(b) No proxy shall be valid after the expiration of 11 months from
the date thereof unless otherwise provided in the proxy, except that
the maximum term of any proxy shall be three years from the date of
execution. Every proxy continues in full force and effect until
revoked by the person executing it prior to the vote pursuant
thereto. Such revocation may be effected by a writing delivered to
the corporation stating that the proxy is revoked or by a subsequent
proxy executed by the person executing the prior proxy and presented
to the meeting, or as to any meeting by attendance at such meeting
and voting in person by the person executing the proxy. The dates
contained on the forms of proxy presumptively determine the order of
execution, regardless of the postmark dates on the envelopes in which
they are mailed.
(c) A proxy is not revoked by the death or incapacity of the maker
or the termination of a membership as a result thereof unless,
before the vote is counted, written notice of such death or
incapacity is received by the corporation.
(d) The proxy of a member may not be irrevocable.
(e) Subdivision (a) notwithstanding, no amendment of the articles
or bylaws repealing, restricting, creating or expanding proxy rights
may be adopted without approval by the members (Section 5034).
(f) Anything to the contrary notwithstanding, any proxy covering
matters requiring a vote of the members pursuant to Section 5222,
Section 5224, subdivision (e) of this section, Section 5812,
paragraph (2) of subdivision (a) of Section 5911, Section 6012,
subdivision (a) of Section 6015, or Section 6610 is not valid as to
such matters unless it sets forth the general nature of the matter to
be voted on, or, in the event of a vote pursuant to Section 5220,
unless the proxy lists those nominated at the time the notice of the
vote is given to members.

5614. A voting agreement or voting trust agreement entered into by
a member or members of a corporation shall not be enforced.

5615. (a) In advance of any meeting of members the board may
appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed,
or if any persons so appointed fail to appear or refuse to act, the
chairman of any meeting of members may, and on the request of any
member or a member's proxy shall, appoint inspectors of election (or
persons to replace those who so fail or refuse) at the meeting. The
number of inspectors shall be either one or three. If appointed at a
meeting on the request of one or more members or proxies, the
majority of members represented in person or by proxy shall determine
whether one or three inspectors are to be appointed. In the case of
any action by written ballot (Section 5513), the board may similarly
appoint inspectors of election to act with powers and duties as set
forth in this section.
(b) The inspectors of election shall determine the number of
memberships outstanding and the voting power of each, the number
represented at the meeting, the existence of a quorum and the
authenticity, validity and effect of proxies, receive votes, ballots
or consents, hear and determine all challenges and questions in any
way arising in connection with the right to vote, count and tabulate
all votes or consents, determine when the polls shall close,
determine the result and do such acts as may be proper to conduct the
election or vote with fairness to all members.
(c) The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as
expeditiously as is practical. If there are three inspectors of
election, the decision, act or certificate of a majority is effective
in all respects as the decision, act or certificate of all. Any
report or certificate made by the inspectors of election is prima
facie evidence of the facts stated therein.

5616. (a) If the articles or bylaws authorize cumulative voting,
but not otherwise, every member entitled to vote at any election of
directors may cumulate the member's votes and give one candidate a
number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the member is entitled, or
distribute the member's votes on the same principle among as many
candidates as the member thinks fit. An article or bylaw provision
authorizing cumulative voting may be repealed or amended only by
approval of the members (Section 5034), except that the governing
article or bylaw provision may require the vote of a greater
proportion of the members, or of the members of any class, for its
repeal.
(b) No member shall be entitled to cumulate votes for a candidate
or candidates unless the candidate's name or candidates' names have
been placed in nomination prior to the voting and a member has given
notice at the meeting prior to the voting of the member's intention
to cumulate votes. If any one member has given this notice, all
members may cumulate their votes for candidates in nomination.
(c) In any election of directors by cumulative voting, the
candidates receiving the highest number of votes are elected, subject
to any lawful provision specifying election by classes.
(d) In any election of directors not governed by subdivision (c),
unless otherwise provided in the articles or bylaws, the candidates
receiving the highest number of votes are elected.
(e) Elections for directors need not be by ballot unless a member
demands election by ballot at the meeting and before the voting
begins or unless the bylaws so require.

5617. (a) Upon the filing of an action therefor by any director or
member, or by any person who had the right to vote in the election at
issue, the superior court of the proper county shall determine the
validity of any election or appointment of any director of any
corporation.
(b) Any person bringing an action under this section shall give
notice of the action to the Attorney General, who may intervene.
(c) Upon the filing of the complaint, and before any further
proceedings are had, the court shall enter an order fixing a date for
the hearing, which shall be within five days unless for good cause
shown a later date is fixed, and requiring notice of the date for the
hearing and a copy of the complaint to be served upon the
corporation and upon the person whose purported election or
appointment is questioned and upon any person (other than the
plaintiff) whom the plaintiff alleges to have been elected or
appointed, in the manner in which a summons is required to be served,
or, if the court so directs, by registered mail; and the court may
make such further requirements as to notice as appear to be proper
under the circumstances.
(d) The court, consistent with the provisions of this part and in
conformity with the articles and bylaws to the extent feasible, may
determine the person entitled to the office of director or may order
a new election to be held or appointment to be made, may determine
the validity of the issuance of memberships and the right of persons
to vote and may direct such other relief as may be just and proper.