SECTIONS 9210-9215 - California Statutes

CORPORATIONS CODE

SECTION 9210-9215

9210. Subject to the provisions of this part and any provision in
the articles or bylaws:
(a) Each corporation shall have a board of directors. The
activities and affairs of a corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the
board.
(b) The board may delegate the management of the activities of the
corporation to any person or persons provided that the activities
and affairs of the corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the board.

9211. (a) Unless otherwise provided in the articles or in the
bylaws, all of the following apply:
(1) Meetings of the board may be called by the chair of the board
or the president or any vice president or the secretary or any two
directors.
(2) Regular meetings of the board may be held without notice if
the time and place of the meetings are fixed by the bylaws or the
board. Special meetings of the board shall be held upon four days'
notice by first-class mail or 48 hours' notice delivered personally
or by telephone, including a voice messaging system or by electronic
transmission by a corporation (Section 20). The articles or bylaws
may not dispense with notice of a special meeting. A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the board.
(3) Notice of a meeting need not be given to a director who
provided a waiver of notice or consent to holding the meeting or an
approval of the minutes thereof in writing, whether before or after
the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to that director.
These waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
(4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.
(5) Meetings of the board may be held at a place within or without
the state that has been designated in the notice of the meeting or,
if not stated in the notice or there is no notice, designated in the
bylaws or by resolution of the board.
(6) Members of the board may participate in a meeting through use
of conference telephone, electronic video screen communication, or
electronic transmission by and to the corporation. Participation in a
meeting through use of conference telephone or electronic video
screen communication pursuant to this subdivision constitutes
presence in person at that meeting as long as all members
participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic transmission by
and to the corporation, other than conference telephone and
electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting, if both of the
following apply:
(A) Each member participating in the meeting can communicate with
all of the other members concurrently.
(B) Each member is provided the means of participating in all
matters before the board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
(7) A majority of the number of directors authorized in or
pursuant to the articles or bylaws constitutes a quorum of the board
for the transaction of business.
The articles or bylaws may require the presence of one or more
specified directors to constitute a quorum of the board to transact
business, as long as the death of a director or the death or
nonexistence of the person or persons otherwise authorized to appoint
or designate that director does not prevent the corporation from
transacting business in the normal course of events.
(8) An act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the
act of the board. The articles or bylaws may not provide that a
lesser vote than a majority of the directors present at a meeting is
the act of the board. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least
a majority of the required quorum for that meeting, or a greater
number as is required by this division, the articles or bylaws.
(b) An action required or permitted to be taken by the board may
be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action. The
written consent or consents shall be filed with the minutes of the
proceedings of the board. The action by written consent shall have
the same force and effect as a unanimous vote of the directors.
(c) Each director present and voting at a meeting shall have one
vote on each matter presented to the board of directors for action at
that meeting. No director may vote at any meeting by proxy.
(d) This section applies also to incorporators, to committees of
the board, and to action by those incorporators or committees mutatis
mutandis.

9212. (a) Subject to any provision in the articles or bylaws: (i)
the board may, by resolution adopted by a majority of the number of
directors then in office, provided that a quorum is present, create
one or more committees, each consisting of two or more directors, to
serve at the pleasure of the board; and (ii) appointments to such
committees shall be by a majority vote of the directors then in
office. The bylaws may authorize one or more such committees, each
consisting of two or more directors, and may provide that a specified
officer or officers who are also directors of the corporation shall
be a member or members of such committee or committees. The board may
appoint one or more directors as alternate members of such
committee, who may replace any absent member at any meeting of the
committee. Such committee, to the extent provided in the resolution
of the board or in the bylaws, shall have all the authority of the
board, except with respect to:
(1) The approval of any action for which this part also requires
approval of the members (Section 5034) or approval of a majority of
all members (Section 5033) regardless of whether the corporation has
members.
(2) The filling of vacancies on the board or in any committee
which has the authority of the board.
(3) The fixing of compensation of the directors for serving on the
board or on any committee.
(4) The amendment or repeal of bylaws or the adoption of new
bylaws.
(5) The amendment or repeal of any resolution of the board which
by its express terms is not so amendable or repealable.
(6) The appointment of committees of the board or the members
thereof.
(b) A committee exercising the authority of the board shall not
include as members persons who are not directors. However, the board
may create other committees that do not exercise the authority of the
board and these other committees may include persons who are not
directors.
(c) Unless the bylaws otherwise provide, the board may delegate to
any committee powers as authorized by Section 9210, but may not
delegate the powers set forth in paragraphs (1) to (6), inclusive, of
subdivision (a).

9213. (a) A corporation shall have a chair of the board, who may be
given the title chair of the board, chairman of the board, or
chairwoman of the board, or a president or both, a secretary, a
treasurer or a chief financial officer and such other officers with
such titles and duties as shall be stated in the bylaws or determined
by the board and as may be necessary to enable it to sign
instruments. The president, or if there is no president, the chair of
the board, is the general manager and chief executive officer of the
corporation, unless otherwise provided in the articles or bylaws. If
there is no chief financial officer, the treasurer is the chief
financial officer of the corporation unless otherwise provided in the
articles or bylaws. Any number of offices may be held by the same
person unless the articles or bylaws provide otherwise, except that
the secretary, the treasurer, or the chief financial officer may not
serve concurrently as the president or chair of the board.
(b) Except as otherwise provided by the articles or bylaws,
officers shall be chosen by the board and serve at the pleasure of
the board, subject to the rights, if any, of an officer under any
contract of employment. Any officer may resign at any time upon
written notice to the corporation without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a
party.

9214. Subject to the provisions of subdivision (a) of Section 9141
and Section 9142, any note, mortgage, evidence of indebtedness,
contract, conveyance or other instrument in writing, and any
assignment or endorsement thereof, executed or entered into between
any corporation and any other person, when signed by any one of the
chairman of the board, the president, or any vice president and by
any one of the secretary, any assistant secretary, the chief
financial officer or any assistant treasurer of such corporation, is
not invalidated as to the corporation by any lack of authority of the
signing officers in the absence of actual knowledge on the part of
the other person that the signing officers had no authority to
execute the same.

9215. The original or a copy in writing or in any other form
capable of being converted into clearly legible tangible form of the
bylaws or of the minutes of any incorporators', members', directors',
committee or other meeting or of any resolution adopted by the board
or a committee thereof, or members, certified to be a true copy by a
person purporting to be the secretary or an assistant secretary of
the corporation, is prima facie evidence of the adoption of such
bylaws or resolution or of the due holding of such meeting and of the
matters stated therein.