CHAPTER 2. Directors and Management [12350. - 12377.]

Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3.

§§ 12350–12377 · 19 sections

1. ARTICLE 1. General Provisions §§ 12350–12355 · 6 sections

   • § 12350 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…
   • § 12351 (a) Unless otherwise provided in the articles or in the bylaws: (1) Meetings of the board may be called by the chair of the board or the president or any vice…
   • § 12352 (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…
   • § 12353 (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…
   • § 12354 Subject to the provisions of subdivision (a) of Section 12321, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in…
   • § 12355 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 §§ 12360–12364 · 5 sections

   • § 12360 (a) Except as provided in subdivision (d), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws. In the…
   • § 12361 The board may declare vacant the office of a director whose eligibility for election as a director has ceased, or who has been declared of unsound mind by a…
   • § 12362 (a) Subject to subdivisions (b), (c) and (g), any or all directors may be removed without cause if one of the following applies: (1) In a corporation with…
   • § 12363 The superior court of the proper county may, at the suit of a director, or members possessing 5 percent of the voting power, remove from office any director in…
   • § 12364 (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…
3. ARTICLE 3. Standards of Conduct §§ 12370–12377 · 8 sections

   • § 12370 Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation.
   • § 12371 (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…
   • § 12372 (a) Section 12371 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This…
   • § 12373 (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,…
   • § 12374 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,…
   • § 12375 (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…
   • § 12376 (a) Subject to the provisions of Section 12371, directors of a corporation who approve any of the following corporate actions are jointly and severally liable…
   • § 12377 (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…