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Corporations Code Bylaws

Allen Matkins

Don't Be Caught Inquorate! Some Key, But Subtle, Differences In California's And Nevada's Board Quorum Requirements

Allen Matkins on

California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business".  Thus, if the authorized number of directors is 7 and there...more

Allen Matkins

Do These 2022 Legislative Changes Require A Bylaw Refresh?

Allen Matkins on

During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of its...more

Farella Braun + Martel LLP

[Webinar] Hot Topics Facing Nonprofit Organizations and Their Advisors in 2020 - June 18th, 3:30 pm - 5:00 pm PT

Please join Cynthia Rowland and Matt Lewis for a discussion of current issues nonprofit organizations and their advisors are facing this year. Cynthia and Matt will cover: - About that nest egg—when nonprofits can, and...more

Allen Matkins

Does This California Statute Arbitrarily Shackle Corporate Boards In Times of Emergency?

Allen Matkins on

In 2013, the Corporations Committee of the Business Law Section California State Bar sponsored legislation, A.B. 491, to provide California corporations with certain flexibility in the case of an emergency.  Among other...more

Allen Matkins

Breaking Bad At Board Meetings

Allen Matkins on

Suppose that the articles of incorporation of a California corporation provide that the authorized number of directors is 7.  Unless the articles or bylaws provide otherwise, the attendance of 4 directors will constitute a...more

Brownstein Hyatt Farber Schreck

Nevada Legislature Innovates Corporation and LLC Laws

The Nevada Legislature and Gov. Steve Sisolak have recently approved Assembly Bill No. 207 (AB 207), a bill passed under the leadership and guidance of Assembly Speaker Jason Frierson. AB 207 makes certain meaningful changes...more

Allen Matkins

When You Say "Get It In Writing", What Do You Mean?

Allen Matkins on

Several provisions of the Delaware General Corporation Law authorize or require that a notice or communication be in "writing" or "written". For example, Section 142(b) provides "Any officer may resign at any time upon...more

Allen Matkins

Has Nevada Banned Mandatory Arbitration Provisions In Articles And Bylaws?

Allen Matkins on

Recently, I wrote about Nevada's enactment of legislation that will permit a Nevada corporation to include in its articles of incorporation a provision requiring any, all or certain internal actions must be brought solely or...more

Allen Matkins

Court Interprets Bylaw Qualification Requirement For Directors

Allen Matkins on

The California Corporations Code authorizes the bylaws to include a provision specifying the qualifications of directors. Cal. Corp. Code § 212(b)(4). A similar provision can be found in the Nonprofit Corporation Law. Cal....more

Allen Matkins

But Wait, Nevada Already Has A Fee Shifting Statute

Allen Matkins on

Yesterday, I took note of a recently introduced Nevada bill, AB 304, that would, among other things, allow a Nevada corporation to impose liability on a stockholder for attorney's fees and costs in connection with an...more

Allen Matkins

The Vote Was 21 to 20; So Why Didn't This Motion Pass?

Allen Matkins on

San Francisco's Chinese Consolidated Benevolent Association (CCBA) was formed during California's Gold Rush. At the time, China was ruled by an emperor. After the abdication of the Emperor Pu Yi in 1912, China became the...more

Sheppard Mullin Richter & Hampton LLP

California Court of Appeal Enforces Delaware Forum Selection Bylaw

In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the...more

Allen Matkins

Who May Adjourn A Shareholders' Meeting?

Allen Matkins on

"Adjourn" is derived from the Latin words "ad" and "diurnus", meaning "to" and "daily" (a diurnal flower opens only during the day). The word came into the English language through Old French "ajorner" ("soup du jour" is the...more

Allen Matkins

What Happens When Directors Elected By The Shareholders Are Not A Majority?

Allen Matkins on

Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more

Allen Matkins

Just How Significant Is A Corporation's "Principal Executive Office"?

Allen Matkins on

California's former corporations law required that the articles of incorporation include the county in California "where the principal office for the transaction of the business of the corporation is located". The drafters...more

Perkins Coie

Delaware Court of Chancery Clarifies Enforceability of Corporate Forum-Selection Provisions

Perkins Coie on

Earlier this week, the Delaware Court of Chancery held in Sciabacucchi v. Salzberg, No. 2017-0931-JTL (Del. Ch. 2018), that corporate forum-selection provisions are ineffective as to claims under the federal Securities Act of...more

Allen Matkins

Court Of Appeal Finds No Right To Sue Directors In California

Allen Matkins on

In July 2017, I wrote about Judge Brian C. Walsh's ruling that Delaware, not California, was the proper forum for suing the directors of a Delaware corporation based on the corporation's forum selection bylaw. California...more

Allen Matkins

Test Your Knowledge Of California Corporate Law!

Allen Matkins on

Over the years, I've made mental notes of some obscure California corporate law questions. Can you identify the following types of corporations corporations?...more

Allen Matkins

What Kind Of California Corporation Must Include A Salary Limitation In Its Articles Or Bylaws?

Allen Matkins on

I suspect that at least a few California corporate lawyers are unaware of a provision in the California Corporations Code requiring the articles or bylaws of certain corporations to contain a limitation on the salaries paid...more

Allen Matkins

Bylaws And Supermajority Board Voting Requirements

Allen Matkins on

Yesterday’s post concerned various provisions that, although not required to be included in the articles of incorporation, must be included if they are to be effective. One of these provisions relates to supermajority voting...more

Allen Matkins

Putting These Provisions In Bylaws Won’t Be Sufficient

Allen Matkins on

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation’s articles of incorporation in order for them the be accepted by the Secretary of State for filing. ...more

Allen Matkins

California Judge Honors Delaware Forum Selection Bylaw

Allen Matkins on

In May, I wrote about Judge Peter H. Kirwan’s ruling in Drulias v. 1st Century Bancshares, Inc., (Cal. Super. Ct. Case No. 16-CV-294673, Nov. 18, 2016). As readers may recall, Judge Kirwan declined to approve a disclosure...more

Allen Matkins

Officers Of Foreign Corporations And The California Courts

Allen Matkins on

Yesterday’s post concerned Section 2116 of the California Corporations Code. Courts sometimes describe Section 2116 as codifying the internal affairs doctrine. See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213,...more

Allen Matkins

Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of “May”

Allen Matkins on

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision. When the question comes before a California appellate court, the outcome may turn on the meaning of “may” in...more

Proskauer - Minding Your Business

CA Corps Not Obligated to Make Records Available for Inspection in California

The California Court of Appeal recently ruled that an inspection demand under California Corporations Code section 1601 requires a corporation to make its books and records available for inspection at an office where they...more

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