SECTIONS 9410-9421 - California Statutes

CORPORATIONS CODE

SECTION 9410-9421

9410. (a) In the absence of a contrary provision in the articles or
bylaws, the provisions of this chapter shall apply to any regular or
special meeting of members or obtaining approval of members (Section
5034) or approval of a majority of members (Section 5033). The
articles or bylaws may provide any reasonable method of calling,
noticing, and holding such meetings or obtaining such approvals.
(b) Anything in subdivision (a) to the contrary notwithstanding,
the articles or bylaws may not vary the provisions of subdivision (e)
of Section 9411, subdivision (e) of Section 9417 (if proxies are
authorized), or Section 9418.

9411. (a) Subject to the provisions of this chapter, regular and
special meetings of members shall be called, noticed and held as may
be ordered by the board. 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) Special meetings of members for any lawful purpose may be
called by the board or the chairman of the board or the president. In
addition, special meetings of members for any lawful purpose may be
called by 5 percent or more of the members.
(c) Upon request in writing to 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 board shall
expeditiously set a reasonable time and place for the meeting and
the officer forthwith shall cause notice to be given to the members
entitled to vote of the time and place of the meeting. 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) 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, if proxies are allowed, by proxy), and if,
either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy, signs a written waiver of
notice or a consent to the holding of the meeting or an approval of
the minutes thereof. 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
except as provided in subdivision (e).
(e) Any member approval required under subdivision (b) of Section
9150, Section 9222, Section 5812 (made applicable pursuant to Section
9620), subdivision (a) of Section 9631, subdivision (c) of Section
9640, subdivision (a) of Section 6015 (made applicable pursuant to
Section 9640), or subdivision (b) of Section 9680, 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.
(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 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 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).

9412. (a) One-third of the voting power, represented in person, by
written ballot, or by proxy, shall constitute a quorum at a meeting
of members. 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.
(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 by the articles or the
bylaws, the vote of the greater number or voting by classes.
(c) 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 (b).

9413. (a) Any action which may be taken at any regular or special
meeting of members may be taken without a meeting if the written
ballot of every member is solicited, if the required number of signed
approvals in writing, setting forth the action so taken, is
received, and if the requirements of subdivision (c) are satisfied.
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).
(b) All solicitations of ballots shall indicate the time by which
the ballot must be returned to be counted.
(c) Approval by written ballot pursuant to this section shall be
valid only when the number of ballots cast on or before the time the
ballot must be returned to be counted 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 ballots cast.
(d) 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 9415.

9414. (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, or member, 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.

9415. (a) If the articles or bylaws authorize cumulative voting,
but not otherwise, every member entitled to vote at any election of
directors may cumulate such 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.
(b) No member shall be entitled to cumulate votes for a candidate
or candidates unless such candidate's name or candidates' names have
been placed in nomination prior to the voting and the 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 such notice,
all members may cumulate their votes for candidates in nomination.
(c) In any election of directors, the candidates receiving the
highest number of votes are elected, subject to any lawful provision
specifying election by classes.
(d) 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.

9417. (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. 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.
(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) Any proxy covering matters requiring a vote of the members
pursuant to Section 5812 (made applicable pursuant to Section 9620),
subdivision (a) of Section 9631, subdivision (c) of Section 9640,
subdivision (a) of Section 6015 (made applicable pursuant to Section
9640), or subdivision (b) of Section 9680 is not valid unless it sets
forth the general nature of the matter to be voted on.

9418. (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 after such director, member, or person has exhausted any
remedies provided in the articles or bylaws, the superior court of
the proper county shall determine the validity of any election or
appointment of any director of any corporation.
(b) 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.
(c) 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.

9419. In the absence of fraud, any election, appointment or removal
of a director is conclusively presumed valid nine months thereafter
if the only defect in the election, appointment or removal is the
failure to give notice as provided in this part or in the corporation'
s articles or bylaws.

9420. 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.

9421. (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.