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Corporations Code - CORP - CORP § 7210

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7210

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

Corporations Code - CORP - CORP § 7211

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7211

(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

Corporations Code - CORP - CORP § 7212

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7212

(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

Corporations Code - CORP - CORP § 7213

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7213

(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

Corporations Code - CORP - CORP § 7214

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7214

Subject to the provisions of subdivision (a) of Section 7141 and Section 7142, 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

Corporations Code - CORP - CORP § 7215

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7215

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

Corporations Code - CORP - CORP § 7220

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7220

(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

Corporations Code - CORP - CORP § 7221

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7221

(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, in the case of a corporation holding assets in charitable trust, has been found by a final order or judgment of any court to ha

Corporations Code - CORP - CORP § 7222

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7222

(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

Corporations Code - CORP - CORP § 7223

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7223

(a) The superior court of the proper county may, at the suit of one of the parties specified in subdivision (b), remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation or breach of any du

Corporations Code - CORP - CORP § 7224

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7224

(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

Corporations Code - CORP - CORP § 7225

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7225

(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

Corporations Code - CORP - CORP § 7230

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7230

(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.

Corporations Code - CORP - CORP § 7231

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7231

(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

Corporations Code - CORP - CORP § 7231.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7231.5

(a) Except as provided in Section 7233 or 7236, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any volunteer director or volunteer executive officer of a nonprofit corporation subject to this part based upon any alleged fail

Corporations Code - CORP - CORP § 7232

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7232

(a) Section 7231 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 7231.

Corporations Code - CORP - CORP § 7233

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7233

(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

Corporations Code - CORP - CORP § 7234

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7234

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 7233.

Corporations Code - CORP - CORP § 7235

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7235

(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

Corporations Code - CORP - CORP § 7236

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7236

(a) Subject to the provisions of Section 7231, directors of a corporation who approve any of the following corporate actions shall be 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)

Corporations Code - CORP - CORP § 7237

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7237

(a) For purposes of this section, “agent” means a 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 corporation, p

Corporations Code - CORP - CORP § 7238

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7238

Where a corporation holds assets in charitable trust, the conduct of its directors or of any person performing functions similar to those performed by a director, shall, in respect to the assets held in charitable trust, be governed by the standards of conduct set forth in Articl

Corporations Code - CORP - CORP § 7240

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7240

A corporation holding assets in charitable trust is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain to what extent, if at all, it has failed or is failing to comply with trusts it has assumed. In case of any such failure the Attor

Corporations Code - CORP - CORP § 7310

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7310

(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it shall have no members. In the absence of any provision in its articles or bylaws providing for members, a corporation shall have no members.

Corporations Code - CORP - CORP § 7311

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 7311

Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the board.