Scott Wilk
- Republican
- Senator
- District 21
Author
The General Corporation Law regulates the organization of and operation of specified corporations. The Nonprofit Corporation Law regulates the organization and operation of nonprofit public benefit corporations, nonprofit mutual benefit corporations, and nonprofit religious corporations. The Cooperative Corporation Law governs the organization and operation of cooperative corporations. The General Corporation Law requires the Secretary of State, upon receipt of any instrument for filing, to file and provide the date of endorsed filing, if that instrument conforms to law. The law permits an instrument that does not conform to law to be resubmitted in accordance with specified procedures. The law permits an agreement, certificate, or other instrument relating to a domestic or foreign corporation filed under the General Corporation Law to be corrected with respect to any misstatement of fact contained therein, as provided. The Nonprofit Corporation Law and the Cooperative Corporation Law contain similar provisions. The General Corporation Law, except as provided, authorizes otherwise lawful corporate actions, as defined, not in compliance, or purportedly not in compliance, with the General Corporation Law or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of a corporate action, to be ratified, or validated by the superior court, in conformity with certain procedures. The law requires, among other things, that the ratification of a corporate action pursuant to these provisions be approved by the board and, as applicable, approved by the shareholders or approved by the outstanding shares in accordance with the General Corporation Law and the articles, bylaws, and any plan or agreement to which the corporation is a party in effect at the time of ratification, except as specified. The law requires a corporation, if a corporate action ratified or validated would have required the filing of an instrument with the Secretary of State or if the ratification or validation would cause an instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect, to file a certificate of ratification or certificate of validation to make, amend, or correct those instruments. Neither the Nonprofit Corporation Law nor the Cooperative Corporation Law contains similar provisions. This bill would add similar provisions to the Nonprofit Corporation Law and the Cooperative Corporation Law. The bill would also make conforming changes.
Chaptered by Secretary of State. Chapter 151, Statutes of 2023.
Approved by the Governor.
Enrolled and presented to the Governor at 2 p.m.
Read third time. Passed. (Ayes 75. Noes 0. Page 2742.) Ordered to the Senate.
In Senate. Ordered to engrossing and enrolling.
Read second time. Ordered to consent calendar.
From committee: Do pass. Ordered to consent calendar. (Ayes 15. Noes 0.) (July 12).
From committee: Do pass and re-refer to Com. on APPR. with recommendation: To consent calendar. (Ayes 10. Noes 0.) (June 20). 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.) (June 12). Re-referred to Com. on JUD.
In Assembly. Read first time. Held at Desk.
Read third time. Passed. (Ayes 37. Noes 0. Page 961.) Ordered to the Assembly.
Read second time. Ordered to consent calendar.
From committee: Be ordered to second reading pursuant to Senate Rule 28.8 and ordered to consent calendar.
Set for hearing April 24.
From committee: Do pass and re-refer to Com. on APPR with recommendation: To consent calendar. (Ayes 10. Noes 0. Page 686.) (April 11). Re-referred to Com. on APPR.
Set for hearing April 11.
From committee: Do pass and re-refer to Com. on JUD. with recommendation: To consent calendar. (Ayes 7. Noes 0. Page 569.) (March 29). Re-referred to Com. on JUD.
Set for hearing March 29.
From printer. May be acted upon on or after March 16.
Introduced. Read first time. To Com. on RLS. for assignment. To print.
| Bill Text Versions | Format |
|---|---|
| SB446 | HTML |
| 02/13/23 - Introduced | |
| 08/18/23 - Enrolled | |
| 09/01/23 - Chaptered |
| Document | Format |
|---|---|
| 03/27/23- Senate Banking and Financial Institutions | |
| 04/07/23- Senate Judiciary | |
| 04/26/23- Sen. Floor Analyses | |
| 06/09/23- Assembly Banking and Finance | |
| 06/16/23- Assembly Judiciary | |
| 07/10/23- Assembly Appropriations |
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