A colleague recently asked me why some Bylaws refer to both the California Corporations Code and the California General Corporation Law. The simple answer is that these aren’t the same thing. The General Corporation Law is a part of the Corporations Code, but only a part. Cal. Corp. Code § 100(a) (“This division shall be known and may be cited as the General Corporation Law.”). More precisely, the General Corporation Law is Title 1, Division 1 of the Corporations Code. There are three other Divisions in Title 1 of the Code:
Division 1.5 (the Corporate Flexibility Act of 2011)
Division 2 (the Nonprofit Corporation Law)
Division 3 (Corporations for specific purposes)
Each of these divisions is subdivided into parts and chapters. You don’t want to refer to “Chapter 13 of the Corporations Code” because there is more than one Chapter 13 in the Corporations Code.
An added complexity is the existence of the first 21 sections of the Corporations Code. These statutes are not part of the General Corporation Law or any title of the Corporations Code, but they are part of the Corporations Code. Bylaws often refer to Sections 20 and 21, which deal with electronic transmissions by and to a corporation. Occasionally, I see these statutes referenced as sections of the General Corporation Law, but that is a gaffe tantamount to Fred Merkle’s failure to advance to second base.