Jim Silva
- Republican
Author
(1) Existing law provides for the formation and operations of nonprofit corporations. Existing law provides for establishing a quorum of a board of directors to take action at a meeting and allows the articles of incorporation or bylaws to require the presence of specified directors in order to constitute a quorum. Existing law provides that the death of a director excuses requiring the presence of that director to establish a quorum. Existing law authorizes a board of directors to take action by unanimous written consent in lieu of a meeting without the consent of an interested director, as defined. This bill would instead provide that death or nonexistence of a director excuses requiring the presence of a specified director to establish a quorum. The bill would also revise the definition of an "interested director," as specified. (2) Existing law excludes interested directors, as defined, from the directors required to consent in order to take action without a meeting. This bill would also, under specified circumstances, exclude common directors, as defined, from the directors required to consent in order to take action without a meeting. (3) Existing law provides that a director has only one vote on any action at a meeting and prohibits a director from voting by proxy at a meeting. This bill would apply those provisions to a unanimous written consent in lieu of a meeting. (4) Existing law requires all public benefit corporations to obtain a waiver from the Attorney General's office in order to file dissolution documents with the Secretary of State and requires those corporations to obtain the consent of the Attorney General to a proposed merger, except as specified. This bill would exempt from these requirements specified public benefit corporations that are not otherwise subject to the supervisory authority of the Attorney General. (5) Existing law requires certain charitable corporations and unincorporated associations holding property for charitable and certain other purposes to file specified reports with the Attorney General. Existing law requires a corporation to furnish an annual report to its members regarding transactions with interested persons. This bill would allow a corporation to furnish to its members a copy of a report filed with the Attorney General in lieu of the above annual report when the report to the Attorney General includes the information required in the annual report. (6) The bill would make other nonsubstantive and conforming changes. (7) This bill would incorporate additional changes to Section 1113 of the Corporations Code proposed by SB 201, to be operative only if SB 201 and this bill are both chaptered and become effective on or before January 1, 2012, and this bill is chaptered last.
Approved by the Governor.
Chaptered by Secretary of State - Chapter 442, Statutes of 2011.
Enrolled and presented to the Governor at 1:30 p.m.
Senate amendments concurred in. To Engrossing and Enrolling. (Ayes 78. Noes 0. Page 3013.).
Assembly Rule 77 suspended. (Page 2978.)
In Assembly. Concurrence in Senate amendments pending. May be considered on or after September 9 pursuant to Assembly Rule 77.
Read third time. Passed. Ordered to the Assembly. (Ayes 40. Noes 0. Page 2311.).
Read second time. Ordered to third reading.
Read third time and amended. Ordered to second reading.
From consent calendar.
Ordered to third reading.
Read second time. Ordered to consent calendar.
From committee: Be placed on second reading file pursuant to Senate Rule 28.8 and ordered to consent calendar.
From committee: Do pass and re-refer to Com. on APPR. with recommendation: to consent calendar. (Ayes 5. Noes 0.) (July 5). Re-referred to Com. on APPR.
From committee: Do pass and re-refer to Com. on JUD. with recommendation: to consent calendar. (Ayes 6. Noes 0.) (June 29). Re-referred to Com. on JUD.
In committee: Hearing postponed by committee.
In Senate. Read first time. To Com. on RLS. for assignment.
Read third time. Passed. Ordered to the Senate. (Ayes 78. Noes 0. Page 1453.)
Read second time. Ordered to consent calendar.
From committee: Do pass. To consent calendar. (Ayes 16. Noes 0.) (May 11).
From committee: Do pass and re-refer to Com. on APPR. with recommendation: to consent calendar. (Ayes 9. Noes 0.) (May 3). Re-referred to Com. on APPR.
From committee: Do pass and re-refer to Com. on JUD. with recommendation: to consent calendar. (Ayes 12. Noes 0.) (April 25). Re-referred to Com. on JUD.
From printer. May be heard in committee March 22.
Read first time. To print.
| Bill Text Versions | Format |
|---|---|
| AB1211 | HTML |
| 02/18/11 - Introduced | |
| 08/29/11 - Amended Senate | |
| 09/12/11 - Enrolled | |
| 10/03/11 - Chaptered |
| Document | Format |
|---|---|
| No related documents. |
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