CHAPTER 2. Directors and Management [5210. - 5260.]

Chapter 2 added by Stats. 1978, Ch. 567.

§§ 5210–5260 · 28 sections

1. ARTICLE 1. General Provisions §§ 5210–5215 · 6 sections

   • § 5210 Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action…
   • § 5211 (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…
   • § 5212 (a) 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…
   • § 5213 (a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson, chair of the board, or chairperson of the board, or a…
   • § 5214 Subject to the provisions of subdivision (a) of Section 5141 and Section 5142, any note, mortgage, evidence of indebtedness, contract, conveyance or other…
   • § 5215 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…
2. ARTICLE 2. Selection, Removal and Resignation of Directors §§ 5220–5227 · 8 sections

   • § 5220 (a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws.…
   • § 5221 (a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been…
   • § 5222 (a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is…
   • § 5223 (a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members or 20 members, whichever…
   • § 5224 (a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by…
   • § 5225 (a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its activities can…
   • § 5226 Except upon notice to the Attorney General, no director may resign where the corporation would then be left without a duly elected director or directors in…
   • § 5227 (a) Any other provision of this part notwithstanding, not more than 49 percent of the persons serving on the board of any corporation may be interested…
3. ARTICLE 3. Standards of Conduct §§ 5230–5239 · 10 sections

   • § 5230 (a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part 4…
   • § 5231 (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good…
   • § 5232 (a) Section 5231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This…
   • § 5233 (a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a party…
   • § 5234 (a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its directors…
   • § 5235 (a) The board may fix the compensation of a director, as director or officer, and no obligation, otherwise valid, to pay such compensation shall be voidable…
   • § 5236 (a) A corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the Attorney…
   • § 5237 (a) Subject to the provisions of Section 5231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally…
   • § 5238 (a) For the purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was…
   • § 5239 (a) There shall be no personal liability to a third party for monetary damages on the part of a volunteer director or volunteer executive officer of a…
4. ARTICLE 4. Investments §§ 5240–5241 · 2 sections

   • § 5240 (a) This section applies to all assets held by the corporation for investment. Assets which are directly related to the corporation’s public or charitable…
   • § 5241 Nothing in Section 5240 shall abrogate or restrict the power of the appropriate court in proper cases to direct or permit a corporation to deviate from the…
5. ARTICLE 5. Examination by Attorney General § 5250 · 1 section

   • § 5250 A corporation is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain the condition of its affairs and to what…
6. ARTICLE 6. Compliance With Internal Revenue Code § 5260 · 1 section

   • § 5260 Notwithstanding any other law, every corporation, during any period or periods that corporation is deemed to be a “private foundation” as defined in Section…