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Corporations Code - CORP - CORP § 5513
Corporations Code - CORP - CORP § 5513
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matte
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Corporations Code - CORP - CORP § 5514
Corporations Code - CORP - CORP § 5514
(a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on the proxy or form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters i
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Corporations Code - CORP - CORP § 5515
Corporations Code - CORP - CORP § 5515
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles or bylaws, or this part, then the superior court of th
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Corporations Code - CORP - CORP § 5516
Corporations Code - CORP - CORP § 5516
Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The a
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Corporations Code - CORP - CORP § 5517
Corporations Code - CORP - CORP § 5517
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the n
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Corporations Code - CORP - CORP § 5520
Corporations Code - CORP - CORP § 5520
(a) As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations of the corporation. (b) If a corporation complies with all of the provisions of Sections 5521, 5522, 5523, and 5524
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Corporations Code - CORP - CORP § 5521
Corporations Code - CORP - CORP § 5521
A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 5152 or 5153, and except as provided in Section 5522, any person who is qualified to be elected to the board of directors of the corporation may be nominated: (a
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Corporations Code - CORP - CORP § 5522
Corporations Code - CORP - CORP § 5522
A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for an election authorized by Section 5152 or 5153. (a) The corporation’s articles or bylaws shall set a date for the close of nominations fo
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Corporations Code - CORP - CORP § 5523
Corporations Code - CORP - CORP § 5523
A corporation with 500 or more members may provide that where it distributes any written election material soliciting a vote for any nominee for director at the corporation’s expense, it shall make available, at the corporation’s expense to each other nominee, in or with the same
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Corporations Code - CORP - CORP § 5524
Corporations Code - CORP - CORP § 5524
A corporation with 500 or more members may provide that upon written request by any nominee for election to the board and the payment with such request of the reasonable costs of mailing (including postage) the corporation shall within 10 business days after such request (provide
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Corporations Code - CORP - CORP § 5525
Corporations Code - CORP - CORP § 5525
(a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and election of directors. (b) Neither the corporation, nor its agents, officers, directors, or employees, may be held criminally
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Corporations Code - CORP - CORP § 5526
Corporations Code - CORP - CORP § 5526
Without authorization of the board, no corporate funds may be expended to support a nominee for director after there are more people nominated for director than can be elected.
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Corporations Code - CORP - CORP § 5527
Corporations Code - CORP - CORP § 5527
An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election, appointment or removal. If no such action is commenced, in the absence of fraud, any election, appointment or removal of
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Corporations Code - CORP - CORP § 5610
Corporations Code - CORP - CORP § 5610
Except as provided in a corporation’s articles or bylaws or Section 5616, each member shall be entitled to one vote on each matter submitted to a vote of the members. Single memberships in which two or more persons have an indivisible interest shall be voted as provided in Sectio
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Corporations Code - CORP - CORP § 5611
Corporations Code - CORP - CORP § 5611
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for the purpose of determining the members entitled to notice of any meeting of members. Such record date shall not be more than 90 nor less than 10 days befo
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Corporations Code - CORP - CORP § 5612
Corporations Code - CORP - CORP § 5612
If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, or otherwise, or if two or more persons (including proxyholders) have the
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Corporations Code - CORP - CORP § 5613
Corporations Code - CORP - CORP § 5613
(a) Any member may authorize another person or persons to act by proxy with respect to such membership, except that this right may be limited or withdrawn by the articles or bylaws, subject to subdivision (e). Any proxy purported to be executed in accordance with the provisions o
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Corporations Code - CORP - CORP § 5614
Corporations Code - CORP - CORP § 5614
A voting agreement or voting trust agreement entered into by a member or members of a corporation shall not be enforced.
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Corporations Code - CORP - CORP § 5615
Corporations Code - CORP - CORP § 5615
(a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairperson of any meeting
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Corporations Code - CORP - CORP § 5616
Corporations Code - CORP - CORP § 5616
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate the member’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the numbe
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Corporations Code - CORP - CORP § 5617
Corporations Code - CORP - CORP § 5617
(a) Upon the filing of an action therefor by any director or member, or by any person who had the right to vote in the election at issue, the superior court of the proper county shall determine the validity of any election or appointment of any director of any corporation. (b) An
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Corporations Code - CORP - CORP § 5710
Corporations Code - CORP - CORP § 5710
(a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an action brought by 100 members or the authorized number (Section 5036), whichever is less. (b) No action may be instituted or maintained in the right of any corporation by any memb
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Corporations Code - CORP - CORP § 5810
Corporations Code - CORP - CORP § 5810
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects as may be desired, so long as its articles as amended contain only such provisions as it would be lawful to insert in original articles filed
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Corporations Code - CORP - CORP § 5811
Corporations Code - CORP - CORP § 5811
Except as provided in Section 5813.5, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so long as: (a) No directors were named in the original articles; (b) No directors have been elected; and (c) The corporation has no members.
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Corporations Code - CORP - CORP § 5812
Corporations Code - CORP - CORP § 5812
(a) Except as provided in this section or Section 5813.5, amendments may be adopted if approved by the board and approved by the members (Section 5034) and approved by such other person or persons, if any, as required by the articles. The approval by the members or other person o