CHAPTER 3. Directors and Management
Chapter 3 added by Stats. 1975, Ch. 682.
§§ 300–318 · 24 sections
- § 300 (a) Subject to the provisions of this division and any limitations in the articles relating to action required to be approved by the shareholders (Section 153)…
- § 301 (a) Except as provided in Section 301.5, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting.…
- § 301.3 (a) No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the…
- § 301.4 (a) No later than the close of the 2021 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the…
- § 301.5 (a) A listed corporation may, by amendment of its articles or bylaws, adopt provisions to divide the board of directors into two or three classes to serve for…
- § 301.7 (a) A listed corporation engaged in business limited to the operation and maintenance of a recreation venture having golf and tennis facilities and ancillary…
- § 301.9 Notwithstanding Section 301, a mutual water company organized under this division may elect directors to serve staggered four-year terms if authorized in the…
- § 302 The board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.
- § 303 (a) Any or all of the directors may be removed without cause if the removal is approved by the outstanding shares (Section 152), subject to the following: (1)…
- § 304 The superior court of the proper county may, at the suit of shareholders holding at least 10 percent of the number of outstanding shares of any class, remove…
- § 305 (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…
- § 306 If (a) a corporation has not issued shares and all the directors resign, die, or become incompetent, or (b) a corporation’s initial directors have not been…
- § 307 (a) Unless otherwise provided in the articles or, subject to paragraph (5) of subdivision (a) of Section 204, in the bylaws, all of the following apply: (1)…
- § 308 (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 business can no…
- § 309 (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…
- § 310 (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any corporation, firm or association…
- § 311 The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more…
- § 312 (a) A corporation shall have (1) a chairperson of the board, who may be given the title of chair of the board, chairperson of the board, chairperson, or a…
- § 313 Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction…
- § 314 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…
- § 315 (a) A corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer of the corporation or of its parent,…
- § 316 (a) Subject to the provisions of Section 309, directors of a corporation who approve any of the following corporate actions shall be jointly and severally…
- § 317 (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…
- § 318 (a) The Secretary of State shall develop and maintain a registry of distinguished women and minorities who are available to serve on corporate boards of…