CHAPTER 2. Directors and Management [9210. - 9260.]

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

§§ 9210–9260 · 24 sections

1. ARTICLE 1. General Provisions §§ 9210–9215 · 6 sections

   • § 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…
   • § 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…
   • § 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,…
   • § 9213 (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…
   • § 9214 Subject to the provisions of subdivision (a) of Section 9141 and Section 9142, any note, mortgage, evidence of indebtedness, contract, conveyance or other…
   • § 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…
2. ARTICLE 2. Selection, Removal and Resignation of Directors §§ 9220–9226 · 6 sections

   • § 9220 (a) The articles or bylaws may provide for the tenure, election, selection, designation, removal, and resignation of directors. (b) In the absence of any…
   • § 9221 (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, if at…
   • § 9222 (a) Except as provided in the articles or bylaws and subject to subdivision (b) of this section, any or all directors may be removed without cause if the…
   • § 9223 (a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members, remove from office any…
   • § 9224 (a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director by the members, vacancies on the board…
   • § 9226 No director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs.
3. ARTICLE 3. Examination by Attorney General § 9230 · 1 section

   • § 9230 (a) Except as the Attorney General is empowered to act in the enforcement of the criminal laws of this state, and except as the Attorney General is expressly…
4. ARTICLE 4. Standards of Conduct §§ 9240–9247 · 8 sections

   • § 9240 (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…
   • § 9241 (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…
   • § 9242 (a) Section 9241 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This…
   • § 9243 (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…
   • § 9244 (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…
   • § 9245 (a) Subject to the provisions of Section 9241, directors of a corporation who approve any of the following corporate actions shall be jointly and severally…
   • § 9246 (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…
   • § 9247 (a) There shall be no personal liability for monetary damages to a third party on the part of a volunteer director or volunteer executive officer of a…
5. ARTICLE 5. Investments §§ 9250–9251 · 2 sections

   • § 9250 (a) In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing a corporation’s investments, the board shall meet the standards set…
   • § 9251 Nothing in Section 9250 shall abrogate or restrict the power of a court in proper cases to direct or permit a corporation to deviate from the terms of a trust…
6. ARTICLE 6. Compliance with Internal Revenue Code § 9260 · 1 section

   • § 9260 Notwithstanding any other law, every corporation, during any period or periods that corporation is deemed to be a “private foundation” as defined in Section…