Phillip Chen
- Republican
- Assemblymember
- District 59
Author
Existing law authorizes and regulates the formation and operation of a corporation, nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation. With respect to the above-described corporations, existing law authorizes meetings of shareholders to be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws. However, if no other place is stated or so fixed, existing law authorizes stakeholder meetings to be held at the principal executive office of the corporation. Existing law prohibits a corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless all of the shareholders consent, the board determines it is necessary or appropriate because of an emergency, as defined, or the meeting is conducted on or before June 30, 2022. This bill would authorize a corporation to conduct a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication if the meeting is conducted on or before December 31, 2025, as specified, and includes a live audiovisual feed for the duration of the meeting. The bill would provide that a de minimis disruption of an audio, visual, or audiovisual feed does not require a corporation to end a shareholder meeting under, or render the corporation out of compliance with, the above-described provisions. Existing law requires a corporation to implement reasonable measures when it conducts a meeting of shareholders solely by those means of remote communication, including verifying that each person participating remotely is a shareholder or proxyholder. This bill would instead require a corporation to verify that a person who has voted remotely is a shareholder or proxyholder. This bill would incorporate additional changes to Section 600 of the Corporations Code proposed by SB 1202 to be operative only if this bill and SB 1202 are enacted and this bill is enacted last.
Approved by the Governor.
Chaptered by Secretary of State - Chapter 951, Statutes of 2022.
Enrolled and presented to the Governor at 4 p.m.
Senate amendments concurred in. To Engrossing and Enrolling. (Ayes 73. Noes 0.).
Assembly Rule 77(a) suspended.
Read third time. Passed. Ordered to the Assembly. (Ayes 40. Noes 0. Page 5104.).
In Assembly. Concurrence in Senate amendments pending. May be considered on or after August 26 pursuant to Assembly Rule 77.
Read second time. Ordered to third reading.
Read third time and amended. Ordered to second reading.
Ordered to third reading.
From Special Consent Calendar.
Ordered to special consent calendar.
Read second time and amended. Ordered to third reading.
From committee: Amend, and do pass as amended. (Ayes 10. Noes 0.) (June 28).
In committee: Set, first hearing. Hearing canceled at the request of author.
Read second time and amended. Re-referred to Com. on JUD.
From committee: Amend, and do pass as amended and re-refer to Com. on JUD. (Ayes 9. Noes 0.) (June 15).
In Senate. Read first time. To Com. on RLS. for assignment.
Read third time. Urgency clause adopted. Passed. Ordered to the Senate. (Ayes 72. Noes 0. Page 4258.).
Read second time. Ordered to third reading.
Read second time and amended. Ordered returned to second reading.
From committee: Amend, and do pass as amended. (Ayes 10. Noes 0.) (March 28).
From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended.
From printer. May be heard in committee March 6.
Read first time. To print.
| Bill Text Versions | Format |
|---|---|
| AB1780 | HTML |
| 02/03/22 - Introduced | |
| 03/11/22 - Amended Assembly | |
| 04/05/22 - Amended Assembly | |
| 06/16/22 - Amended Senate | |
| 06/30/22 - Amended Senate | |
| 08/15/22 - Amended Senate | |
| 08/29/22 - Enrolled | |
| 09/30/22 - Chaptered |
| Document | Format |
|---|---|
| 03/25/22- Assembly Banking and Finance | |
| 04/06/22- ASSEMBLY FLOOR ANALYSIS | |
| 06/13/22- Senate Banking and Financial Institutions | |
| 06/17/22- Senate Judiciary | |
| 06/24/22- Senate Judiciary | |
| 07/28/22- Sen. Floor Analyses | |
| 08/16/22- Sen. Floor Analyses | |
| 08/24/22- ASSEMBLY FLOOR ANALYSIS |
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