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Corporations Code - CORP - CORP § 5160
Corporations Code - CORP - CORP § 5160
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 § 5210
Corporations Code - CORP - CORP § 5210
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 5034), or by a majority of all members (Section 5033), the activities and affa
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Corporations Code - CORP - CORP § 5211
Corporations Code - CORP - CORP § 5211
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (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 hel
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Corporations Code - CORP - CORP § 5212
Corporations Code - CORP - CORP § 5212
(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 § 5213
Corporations Code - CORP - CORP § 5213
(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 § 5214
Corporations Code - CORP - CORP § 5214
Subject to the provisions of subdivision (a) of Section 5141 and Section 5142, 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 ot
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Corporations Code - CORP - CORP § 5215
Corporations Code - CORP - CORP § 5215
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 § 5220
Corporations Code - CORP - CORP § 5220
(a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws. However, the terms of directors of a corporation without members may be up to six years. In the absence of any provision
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Corporations Code - CORP - CORP § 5221
Corporations Code - CORP - CORP § 5221
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Article 3 (commencing with Section 5230), o
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Corporations Code - CORP - CORP § 5222
Corporations Code - CORP - CORP § 5222
(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033). (2) In a corporation with 50 or more members, the removal is approv
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Corporations Code - CORP - CORP § 5223
Corporations Code - CORP - CORP § 5223
(a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members or 20 members, whichever is less, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion
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Corporations Code - CORP - CORP § 5224
Corporations Code - CORP - CORP § 5224
(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 5032) or, if the number of directors then in office is less than a quorum, by (1) the unan
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Corporations Code - CORP - CORP § 5225
Corporations Code - CORP - CORP § 5225
(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 activities can no longer be conducted to advantage or so that there is danger that its property, activities, or business will be impaired
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Corporations Code - CORP - CORP § 5226
Corporations Code - CORP - CORP § 5226
Except upon notice to the Attorney General, no director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs.
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Corporations Code - CORP - CORP § 5227
Corporations Code - CORP - CORP § 5227
(a) Any other provision of this part notwithstanding, not more than 49 percent of the persons serving on the board of any corporation may be interested persons. (b) For the purpose of this section, “interested persons” means either: (1) Any person currently being compensated by t
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Corporations Code - CORP - CORP § 5230
Corporations Code - CORP - CORP § 5230
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part 4 (commencing with Section 16000) of Division 9 of the Probate Code does not apply to the directors of any corporation.
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Corporations Code - CORP - CORP § 5231
Corporations Code - CORP - CORP § 5231
(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 that 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 § 5232
Corporations Code - CORP - CORP § 5232
(a) Section 5231 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 5231.
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Corporations Code - CORP - CORP § 5233
Corporations Code - CORP - CORP § 5233
(a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest and which does not meet the requirements of p
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Corporations Code - CORP - CORP § 5234
Corporations Code - CORP - CORP § 5234
(a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its directors are directors is either void or voidable because such director or directors are present at the meeting of the board or a c
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Corporations Code - CORP - CORP § 5235
Corporations Code - CORP - CORP § 5235
(a) The board may fix the compensation of a director, as director or officer, and no obligation, otherwise valid, to pay such compensation shall be voidable merely because the persons receiving the compensation participated in the decision to pay it, unless it was not just and re
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Corporations Code - CORP - CORP § 5236
Corporations Code - CORP - CORP § 5236
(a) A corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the Attorney General; provided, however, that a corporation may advance money to a director or officer of the corporation or of its parent
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Corporations Code - CORP - CORP § 5237
Corporations Code - CORP - CORP § 5237
(a) Subject to the provisions of Section 5231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally liable to the corporation for: (1) The making of any distribution. (2) The distribution of assets after institution of disso
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Corporations Code - CORP - CORP § 5238
Corporations Code - CORP - CORP § 5238
(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 serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporatio
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Corporations Code - CORP - CORP § 5239
Corporations Code - CORP - CORP § 5239
(a) There shall be no personal liability to a third party for monetary damages on the part of a volunteer director or volunteer executive officer of a nonprofit corporation subject to this part, caused by the director’s or officer’s negligent act or omission in the performance of