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Corporations Code - CORP - CORP § 12320
Corporations Code - CORP - CORP § 12320
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this part and any other applicable laws, a corporation, in carrying out its activities, shall have all of the powers of a natural person, including, without limitation, the p
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Corporations Code - CORP - CORP § 12321
Corporations Code - CORP - CORP § 12321
(a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or directors, or the manner of exercise of such powers, contained in or implied by the articles or by Chapters 15 (commencing with Section 12620), 16 (commen
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Corporations Code - CORP - CORP § 12330
Corporations Code - CORP - CORP § 12330
(a) Except as provided in subdivision (c) and Sections 12331, 12360, 12364, 12462, and 12484, bylaws may be adopted, amended, or repealed by the board unless the action would do any of the following: (1) Materially and adversely affect the rights or obligations of members as to v
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Corporations Code - CORP - CORP § 12331
Corporations Code - CORP - CORP § 12331
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the number of directors of the corporation, or the method of determining the number of directors of the corporation, or that t
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Corporations Code - CORP - CORP § 12332
Corporations Code - CORP - CORP § 12332
A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws shall set forth the delegates’ terms of office, any reasonable method for delegates’ selection and removal, and any reasonable method
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Corporations Code - CORP - CORP § 12333
Corporations Code - CORP - CORP § 12333
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by region or other geographic grouping.
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Corporations Code - CORP - CORP § 12340
Corporations Code - CORP - CORP § 12340
Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the corporation has no office in this state, i
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Corporations Code - CORP - CORP § 12350
Corporations Code - CORP - CORP § 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 required to be approved by the members (Section 12224), or by a majority of all members (Section 12223), the activities and af
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Corporations Code - CORP - CORP § 12351
Corporations Code - CORP - CORP § 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 president or the secretary or any two directors. (2) Regular meetings of the board may be held without notice if the time
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Corporations Code - CORP - CORP § 12352
Corporations Code - CORP - CORP § 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 committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to such committees sha
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Corporations Code - CORP - CORP § 12353
Corporations Code - CORP - CORP § 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 president or both, (2) a secretary, (3) a treasurer or a chief financial officer or both, and (4) any other officers with an
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Corporations Code - CORP - CORP § 12354
Corporations Code - CORP - CORP § 12354
Subject to the provisions of subdivision (a) of Section 12321, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between any corporation and any other person, when
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Corporations Code - CORP - CORP § 12355
Corporations Code - CORP - CORP § 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 incorporators’, members’, directors’, committee or other meeting or of any resolution adopted by the board or a committee th
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Corporations Code - CORP - CORP § 12360
Corporations Code - CORP - CORP § 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 absence of any provision in the articles or bylaws, the terms shall be one year. No amendment of the articles or bylaws may ex
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Corporations Code - CORP - CORP § 12361
Corporations Code - CORP - CORP § 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 final order of court, or convicted of a felony, or, if at the time a director is elected, the bylaws provide that a directo
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Corporations Code - CORP - CORP § 12362
Corporations Code - CORP - CORP § 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 fewer than 50 members, the removal is approved by a majority of all members (Section 12223). (2) In a corporation with 50 or
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Corporations Code - CORP - CORP § 12363
Corporations Code - CORP - CORP § 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 case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation and may
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Corporations Code - CORP - CORP § 12364
Corporations Code - CORP - CORP § 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 approval of the board (Section 12222) or, if the number of directors then in office is less than a quorum, by (1) the una
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Corporations Code - CORP - CORP § 12370
Corporations Code - CORP - CORP § 12370
Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation.
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Corporations Code - CORP - CORP § 12371
Corporations Code - CORP - CORP § 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 faith, in a manner such director believes to be in the best interests of the corporation and with such care, including reas
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Corporations Code - CORP - CORP § 12372
Corporations Code - CORP - CORP § 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 section shall not be construed to limit the generality of Section 12371.
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Corporations Code - CORP - CORP § 12373
Corporations Code - CORP - CORP § 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, firm or association in which one or more of its directors has a material financial interest, is either void or voidable b
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Corporations Code - CORP - CORP § 12374
Corporations Code - CORP - CORP § 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, approves or ratifies a contract or transaction as provided in Section 12373.
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Corporations Code - CORP - CORP § 12375
Corporations Code - CORP - CORP § 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 corporation or of its parent, affiliate or subsidiary, provided: (1) The board determines the loan or guaranty may reasonab
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Corporations Code - CORP - CORP § 12376
Corporations Code - CORP - CORP § 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 to the corporation for the benefit of all of the creditors entitled to institute an action under paragraph (1) or (2) of