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Corporations Code - CORP - CORP § 9134
Corporations Code - CORP - CORP § 9134
If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation
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Corporations Code - CORP - CORP § 9140
Corporations Code - CORP - CORP § 9140
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division 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, t
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Corporations Code - CORP - CORP § 9141
Corporations Code - CORP - CORP § 9141
Subject to Section 9142: (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 16 (commencing with S
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Corporations Code - CORP - CORP § 9142
Corporations Code - CORP - CORP § 9142
(a) Notwithstanding Section 9141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of a trust under which any or all of the assets of a corporation are held: (1) The corporation, a member, or a former member asserting
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Corporations Code - CORP - CORP § 9143
Corporations Code - CORP - CORP § 9143
(a) Notwithstanding any other provision of this part to the contrary, when property, received by a corporation, covered by this part from a person directly affiliated with that corporation has been contributed based upon an affirmative representation that it would be used for a s
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Corporations Code - CORP - CORP § 9150
Corporations Code - CORP - CORP § 9150
(a) “Bylaws,” as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. (b) Bylaws may be adopted, amended or repealed
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Corporations Code - CORP - CORP § 9151
Corporations Code - CORP - CORP § 9151
(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 § 9152
Corporations Code - CORP - CORP § 9152
Any 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 delegates’ terms of office, any reasonable method for delegates’ selection and removal, and any reasonable method f
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Corporations Code - CORP - CORP § 9153
Corporations Code - CORP - CORP § 9153
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 § 9160
Corporations Code - CORP - CORP § 9160
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 § 9210
Corporations Code - CORP - CORP § 9210
Subject to the provisions of this part and any provision in the articles or bylaws: (a) Each corporation shall have a board of directors. The activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the bo
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Corporations Code - CORP - CORP § 9211
Corporations Code - CORP - CORP § 9211
(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 § 9212
Corporations Code - CORP - CORP § 9212
(a) Subject to any provision in the articles or bylaws: (i) 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 pl
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Corporations Code - CORP - CORP § 9213
Corporations Code - CORP - CORP § 9213
(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 any
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Corporations Code - CORP - CORP § 9214
Corporations Code - CORP - CORP § 9214
Subject to the provisions of subdivision (a) of Section 9141 and Section 9142, 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 § 9215
Corporations Code - CORP - CORP § 9215
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 § 9220
Corporations Code - CORP - CORP § 9220
(a) The articles or bylaws may provide for the tenure, election, selection, designation, removal, and resignation of directors. (b) In the absence of any provision in the articles or bylaws, the term of directors shall be one year. (c) Unless the articles or bylaws otherwise prov
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Corporations Code - CORP - CORP § 9221
Corporations Code - CORP - CORP § 9221
(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, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board
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Corporations Code - CORP - CORP § 9222
Corporations Code - CORP - CORP § 9222
(a) Except as provided in the articles or bylaws and subject to subdivision (b) of this section, any or all directors may be removed without cause if the removal is approved by the members (Section 5034). (b) Except for a corporation having no members pursuant to Section 9310: (1
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Corporations Code - CORP - CORP § 9223
Corporations Code - CORP - CORP § 9223
(a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members, remove from office any director in case of fraudulent acts and may bar from reelection any director so removed for a period prescribed by the cour
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Corporations Code - CORP - CORP § 9224
Corporations Code - CORP - CORP § 9224
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director by the members, 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,
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Corporations Code - CORP - CORP § 9226
Corporations Code - CORP - CORP § 9226
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 § 9230
Corporations Code - CORP - CORP § 9230
(a) Except as the Attorney General is empowered to act in the enforcement of the criminal laws of this state, and except as the Attorney General is expressly empowered by subdivisions (b), (c) and (d), the Attorney General shall have no powers with respect to any corporation inco
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Corporations Code - CORP - CORP § 9240
Corporations Code - CORP - CORP § 9240
(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. (c) A dire
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Corporations Code - CORP - CORP § 9241
Corporations Code - CORP - CORP § 9241
(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