SECTIONS 6320-6325 - California Statutes

CORPORATIONS CODE

SECTION 6320-6325

6320. (a) Each corporation shall keep:
(1) Adequate and correct books and records of account;
(2) Minutes of the proceedings of its members, board and
committees of the board; and
(3) A record of its members giving their names and addresses and
the class of membership held by each.
(b) Those minutes and other books and records shall be kept either
in written form or in any other form capable of being converted into
clearly legible tangible form or in any combination of the
foregoing. When minutes and other books and records are kept in a
form capable of being converted into clearly legible paper form, the
clearly legible paper form into which those minutes and other books
and records are converted shall be admissible in evidence, and
accepted for all other purposes, to the same extent as an original
paper record of the same information would have been, provided that
the paper form accurately portrays the record.

6321. (a) Except as provided in subdivision (c), (d), or (f), the
board shall cause an annual report to be sent to the members not
later than 120 days after the close of the corporation's fiscal year.
Unless otherwise provided by the articles or bylaws and if approved
by the board of directors, that report and any accompanying material
sent pursuant to this section may be sent by electronic transmission
by the corporation (Section 20). That report shall contain in
appropriate detail the following:
(1) The assets and liabilities, including the trust funds, of the
corporation as of the end of the fiscal year.
(2) The principal changes in assets and liabilities, including
trust funds, during the fiscal year.
(3) The revenue or receipts of the corporation, both unrestricted
and restricted to particular purposes, for the fiscal year.
(4) The expenses or disbursements of the corporation, for both
general and restricted purposes, during the fiscal year.
(5) Any information required by Section 6322.
(b) The report required by subdivision (a) shall be accompanied by
any report thereon of independent accountants, or, if there is no
such report, the certificate of an authorized officer of the
corporation that such statements were prepared without audit from the
books and records of the corporation.
(c) Subdivision (a) does not apply to any corporation which
receives less than twenty-five thousand dollars ($25,000) in gross
revenues or receipts during the fiscal year.
(d) Where a corporation has provided, pursuant to Section 5510,
for regular meetings of members less often than annually, then the
report required by subdivision (a) need be made to members only with
the frequency with which regular membership meetings are required,
unless the articles or bylaws require a report more often.
(e) Subdivisions (c) and (d) notwithstanding, a report with the
information required by subdivision (a) shall be furnished annually
to:
(1) All directors of the corporation; and
(2) Any member who requests it in writing.
(f) A corporation which in writing solicits contributions from 500
or more persons need not send the report otherwise required by
subdivision (a) if it does all of the following:
(i) Includes with any written material used to solicit
contributions a written statement that its latest annual report will
be mailed upon request and that such request may be sent to the
corporation at a name and address which is set forth in the
statement.
The term "annual report" as used in this subdivision refers to the
report required by subdivision (a).
(ii) Promptly mails a copy of its latest annual report to any
person who requests a copy thereof; and
(iii) Causes its annual report to be published not later than 120
days after the close of its fiscal year in a newspaper of general
circulation in the county in which its principal office is located.

6322. (a) Any provision of the articles or bylaws notwithstanding,
every corporation shall furnish annually to its members and directors
a statement of any transaction or indemnification of a kind
described in subdivision (d) or (e), if any such transaction or
indemnification took place. If the corporation issues an annual
report to all members, this subdivision shall be satisfied by
including the required information in the annual report. A
corporation which does not issue an annual report to all members,
pursuant to subdivision (c) or (d) of Section 6321, shall satisfy
this section by mailing or delivering to its members the required
statement within 120 days after the close of the corporation's fiscal
year. Unless otherwise provided by the articles or bylaws and if
approved by the board of directors, that statement may be sent by
electronic transmission by the corporation (Section 20).
(b) Except as provided in subdivision (c), a covered transaction
under this section is a transaction in which the corporation, its
parent, or its subsidiary was a party, and in which either of the
following had a direct or indirect material financial interest:
(1) Any director or officer of the corporation, or its parent or
subsidiary.
(2) Any holder of more than 10 percent of the voting power of the
corporation, its parent or its subsidiary.
For the purpose of subdivision (d), an "interested person" is any
person described in paragraph (1) or (2) of this subdivision.
(c) For the purpose of subdivision (b), a mere common directorship
is not a material financial interest.
(d) The statement required by subdivision (a) shall describe
briefly:
(1) Any covered transaction during the previous fiscal year
involving more than fifty thousand dollars ($50,000), or which was
one of a number of covered transactions in which the same interested
person had a direct or indirect material financial interest, and
which transactions in the aggregate involved more than fifty thousand
dollars ($50,000).
(2) The names of the interested persons involved in such
transactions, stating such person's relationship to the corporation,
the nature of such person's interest in the transaction and, where
practicable, the amount of such interest; provided, that in the case
of a transaction with a partnership of which such person is a
partner, only the interest of the partnership need be stated.
(e) The statement required by subdivision (a) shall describe
briefly the amount and circumstances of any indemnifications or
advances aggregating more than ten thousand dollars ($10,000) paid
during the fiscal year to any officer or director of the corporation
pursuant to Section 5238; provided that no such report need be made
in the case of indemnification approved by the members (Section 5034)
under paragraph (2) of subdivision (e) of Section 5238.

6323. (a) The superior court of the proper county shall enforce the
duty of making and mailing or delivering the information and
financial statements required by this article and, for good cause
shown, may extend the time therefor.
(b) In any action or proceeding under this section, if the court
finds the failure of the corporation to comply with the requirements
of this article to have been without justification, the court may
award the member reasonable expenses, including attorneys' fees, in
connection with such action or proceeding.

6324. (a) Nothing in this part relieves a corporation from the
requirements of Article 7 (commencing with Section 12580) of Chapter
6 of Part 2 of Division 3 of the Government Code. If a report sent to
the Attorney General in compliance with the requirements of Article
7 (commencing with Section 12580) of Chapter 6 of Part 2 of Division
3 of the Government Code includes the information required in the
annual report, then the corporation may furnish a copy of its report
to the Attorney General in lieu of the annual report, whenever it is
required to furnish an annual report.
(b) A corporation shall furnish any member who so requests a copy
of any report filed by the corporation pursuant to Article 7
(commencing with Section 12580) of Chapter 6 of Part 2 of Division 3
of the Government Code. The corporation may impose reasonable charges
for copying and mailing a report furnished under this subdivision.

6325. For a period of 60 days following the conclusion of an
annual, regular, or special meeting of members, a corporation shall,
upon written request from a member, forthwith inform the member of
the result of any particular vote of members taken at the meeting,
including the number of memberships voting for, the number of
memberships voting against, and the number of memberships abstaining
or withheld from voting. If the matter voted on was the election of
directors, the corporation shall report the number of memberships, or
votes if voted cumulatively, cast for each nominee for director. If
more than one class or series of memberships voted, the report shall
state the appropriate numbers by class and series of memberships.