CHAPTER 2. Directors and Management [7210. - 7240.]

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

§§ 7210–7240 · 23 sections

1. ARTICLE 1. General Provisions §§ 7210–7215 · 6 sections

   • § 7210 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…
   • § 7211 (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…
   • § 7212 (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…
   • § 7213 (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…
   • § 7214 Subject to the provisions of subdivision (a) of Section 7141 and Section 7142, any note, mortgage, evidence of indebtedness, contract, conveyance or other…
   • § 7215 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 §§ 7220–7225 · 6 sections

   • § 7220 (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.…
   • § 7221 (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, in the…
   • § 7222 (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…
   • § 7223 (a) The superior court of the proper county may, at the suit of one of the parties specified in subdivision (b), remove from office any director in case of…
   • § 7224 (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…
   • § 7225 (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…
3. ARTICLE 3. Standards of Conduct §§ 7230–7238 · 10 sections

   • § 7230 (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…
   • § 7231 (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…
   • § 7231.5 (a) Except as provided in Section 7233 or 7236, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any…
   • § 7232 (a) Section 7231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This…
   • § 7233 (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation,…
   • § 7234 Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which authorizes,…
   • § 7235 (a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer of the…
   • § 7236 (a) Subject to the provisions of Section 7231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally…
   • § 7237 (a) For purposes of this section, “agent” means a person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving…
   • § 7238 Where a corporation holds assets in charitable trust, the conduct of its directors or of any person performing functions similar to those performed by a…
4. ARTICLE 4. Examination by Attorney General § 7240 · 1 section

   • § 7240 A corporation holding assets in charitable trust is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain to what…