BILL NUMBER: SB 1306	CHAPTERED
	BILL TEXT

	CHAPTER  254
	FILED WITH SECRETARY OF STATE  AUGUST 23, 2004
	APPROVED BY GOVERNOR  AUGUST 23, 2004
	PASSED THE SENATE  AUGUST 11, 2004
	PASSED THE ASSEMBLY  AUGUST 9, 2004
	AMENDED IN ASSEMBLY  AUGUST 4, 2004
	AMENDED IN ASSEMBLY  JUNE 30, 2004
	AMENDED IN ASSEMBLY  JUNE 3, 2004
	AMENDED IN ASSEMBLY  MAY 27, 2004
	AMENDED IN SENATE  APRIL 29, 2004

INTRODUCED BY   Senator Ackerman

                        FEBRUARY 17, 2004

   An act to amend Sections 8, 195, 307, 314, 600, 601, 603, 1500,
1501, 5079, 5211, 5215, 5510, 5511, 5513, 6320, 6321, 6322, 7211,
7215, 7510, 7511, 7513, 8320, 8321, 8322, 9211, 9215, 9411, 9413,
9510, 12254, 12351, 12355, 12460, 12461, 12463, 12590, 12591, 12592,
16101, 16403, 17001, 17058, 17104, and 17106 of, and to add Sections
20 and 21 to, the Corporations Code, relating to business
organizations.


	LEGISLATIVE COUNSEL'S DIGEST


   SB 1306, Ackerman.  Corporations:  partnerships:  limited
liability companies:  electronic transmissions.
   Existing law sets forth requirements for the governance of various
business entities, including corporations, partnerships, and limited
liability companies.
   This bill would authorize certain transactions and communications
to and from these business entities to be conducted by electronic
transmission under certain conditions.  The bill would enact other
related provisions.


THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:


  SECTION 1.  It is the intent of the Legislature in enacting this
act to meet the requirements of Section 102(a)(2)(B) of the federal
Electronic Signatures in Global and National Commerce Act ("E-Sign
Act"), to the extent that any provision of this act may be deemed to
modify, limit, or supercede the provisions of Section 101 of the
E-Sign Act.  It is further the intent of the Legislature that a
meeting of a corporation or limited liability company shall include a
physical location unless the corporation or limited liability
company has obtained the consent of all of the shareholders or
members of the corporation or limited liability company, as
applicable, to conduct a meeting by electronic transmission.
  SEC. 2.  Section 8 of the Corporations Code is amended to read:
   8.  Writing includes any form of recorded message capable of
comprehension by ordinary visual means; and when used to describe
communications between a corporation, partnership, or limited
liability company and its shareholders, members, partners, directors,
or managers, writing shall include electronic transmissions by and
to a corporation (Sections 20 and 21), electronic transmissions by
and to a partnership (subdivisions (4) and (5) of Section 16101), and
electronic transmissions by and to a limited liability company
(paragraphs (1) and (2) of subdivision (o) of Section 17001).
Whenever any notice, report, statement, or record is required or
authorized by this code, it shall be made in writing in the English
language.
   Wherever any notice or other communication is required by this
code to be mailed by registered mail by or to any person or
corporation, the mailing of such notice or other communication by
certified mail shall be deemed to be a sufficient compliance with the
requirements of law.
  SEC. 3.  Section 20 is added to the Corporations Code, to read:
   20.  "Electronic transmission by the corporation" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, for that recipient on record with the
corporation, (2) posting on an electronic message board or network
which the corporation has designated for those communications,
together with a separate notice to the recipient of the posting,
which transmission shall be validly delivered upon the later of the
posting or delivery of the separate notice thereof, or (3) other
means of electronic communication, (b) to a recipient who has
provided an unrevoked consent to the use of those means of
transmission for communications under or pursuant to this code, and
(c) that creates a record that is capable of retention, retrieval,
and review, and that may thereafter be rendered into clearly legible
tangible form.  However, an electronic transmission by a corporation
to an individual shareholder or member under this code is not
authorized unless, in addition to satisfying the requirements of this
section, the transmission satisfies the requirements applicable to
consumer consent to electronic records as set forth in the Electronic
Signatures in Global and National Commerce Act (15 U.S.C.  Sec.
7001(c)(1)).
  SEC. 4.  Section 21 is added to the Corporations Code, to read:
   21.  "Electronic transmission to the corporation" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, which the corporation has provided from
time to time to shareholders or members and directors for sending
communications to the corporation, (2) posting on an electronic
message board or network which the corporation has designated for
those communications, and which transmission shall be validly
delivered upon the posting, or (3) other means of electronic
communication, (b) as to which the corporation has placed in effect
reasonable measures to verify that the sender is the shareholder or
member (in person or by proxy) or director purporting to send the
transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form.
  SEC. 5.  Section 195 of the Corporations Code is amended to read:
   195.  "Written" or "in writing" includes facsimile, telegraphic,
and other electronic communication when authorized by this code,
including an electronic transmission by a corporation that satisfies
the requirements of Section 20.
  SEC. 6.  Section 307 of the Corporations Code is amended to read:
   307.  (a) Unless otherwise provided in the articles or, subject to
paragraph (5) of subdivision (a) of Section 204, 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 held without notice if
the time and place of the meetings are fixed by the bylaws or the
board.  Special meetings of the board shall be held upon four days'
notice by mail or 48 hours' notice delivered personally or by
telephone, including a voice messaging system or by electronic
transmission by the corporation (Section 20).  The articles or bylaws
may not dispense with notice of a special meeting.  A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the board.
   (3) Notice of a meeting need not be given to a director who
provides a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof in writing, whether before or after
the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to that director.
These waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
   (4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.  If
the meeting is adjourned for more than 24 hours, notice of an
adjournment to another time or place shall be given prior to the time
of the adjourned meeting to the directors who were not present at
the time of the adjournment.
   (5) Meetings of the board may be held at a place within or without
the state that has been designated in the notice of the meeting or,
if not stated in the notice or there is no notice, designated in the
bylaws or by resolution of the board.
   (6) Members of the board may participate in a meeting through use
of conference telephone, electronic video screen communication, or
electronic transmission by and to the corporation (Sections 20 and
21).  Participation in a meeting through use of conference telephone
or electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting as long as all
members participating in the meeting are able to hear one another.
Participation in a meeting through electronic transmission by and to
the corporation (other than conference telephone and electronic video
screen communication), pursuant to this subdivision constitutes
presence in person at that meeting if  both of the following apply:
   (A) Each member participating in the meeting can communicate with
all of the other members concurrently.
   (B) Each member is provided the means of participating in all
matters before the board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
   (7) A majority of the authorized number of directors constitutes a
quorum of the board for the transaction of business.  The articles
or bylaws may not provide that a quorum shall be less than one-third
the authorized number of directors or less than two, whichever is
larger, unless the authorized number of directors is one, in which
case one director constitutes a quorum.
   (8) An act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the
act of the board, subject to the provisions of Section 310 and
subdivision (e) of Section 317.  The articles or bylaws may not
provide that a lesser vote than a majority of the directors present
at a meeting is the act of the board.  A meeting at which a quorum is
initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by at
least a majority of the required quorum for that meeting.
   (b) An action required or permitted to be taken by the board may
be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action.  The
written consent or consents shall be filed with the minutes of the
proceedings of the board.  The action by written consent shall have
the same force and effect as a unanimous vote of the directors.
   (c) This section applies also to committees of the board and
incorporators and action by those committees and incorporators,
mutatis mutandis.
  SEC. 7.  Section 314 of the Corporations Code is amended to read:
   314.  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', shareholders',
directors', committee or other meeting or of any resolution adopted
by the board or a committee thereof, or shareholders, certified to be
a true copy by a person purporting to be the secretary or an
assistant secretary of the corporation, is prima facie evidence of
the adoption of such bylaws or resolution or of the due holding of
such meeting and of the matters stated therein.
  SEC. 8.  Section 600 of the Corporations Code is amended to read:
   600.  (a) Meetings of shareholders may be held at such place
within or without this state as may be stated in or fixed in
accordance with the bylaws.  If no other place is stated or so fixed,
shareholder meetings shall be held at the principal executive office
of the corporation.  Unless prohibited by the bylaws of the
corporation, if authorized by the board of directors in its sole
discretion, and subject to the requirement of consent in clause (b)
of Section 20 and those guidelines and procedures as the board of
directors may adopt, shareholders not physically present in person or
by proxy at a meeting of shareholders may, by electronic
transmission by and to the corporation (Sections 20 and 21) or by
electronic video screen communication, participate in a meeting of
shareholders, be deemed present in person or by proxy, and vote at a
meeting of shareholders whether that meeting is to be held at a
designated place or in whole or in part by means of electronic
transmission by and to the corporation or by electronic video screen
communication, in accordance with subdivision (e).
   (b) An annual meeting of shareholders shall be held for the
election of directors on a date and at a time stated in or fixed in
accordance with the bylaws.  However, if the corporation is a
regulated management company, as defined in Section 23701m of the
Revenue and Taxation Code, a meeting of shareholders shall be held as
required by the Federal Investment Company Act of 1940 (15 U.S.C.
Sec. 80a-1, et seq.).  Any other proper business may be transacted at
the annual meeting.
   (c) If there is a failure to hold the annual meeting for a period
of 60 days after the date designated therefor or, if no date has been
designated, for a period of 15 months after the organization of the
corporation or after its last annual meeting, the superior court of
the proper county may summarily order a meeting to be held upon the
application of any shareholder after notice to the corporation giving
it an opportunity to be heard.  The shares represented at such
meeting, either in person or by proxy, and entitled to vote thereat
shall constitute a quorum for the purpose of such meeting,
notwithstanding any provision of the articles or bylaws or in this
division to the contrary.  The court may issue such orders as may be
appropriate, including, without limitation, orders designating the
time and place of such meeting, the record date for determination of
shareholders entitled to vote and the form of notice of such meeting.

   (d) Special meetings of the shareholders may be called by the
board, the chairman of the board, the president or the holders of
shares entitled to cast not less than 10 percent of the votes at the
meeting or such additional persons as may be provided in the articles
or bylaws.
   (e) A meeting of the shareholders may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide shareholders (in person or
by proxy) a reasonable opportunity to participate in the meeting and
to vote on matters submitted to the shareholders, including an
opportunity to read or hear the proceedings of the meeting
concurrently with those proceedings, and (2) if any shareholder votes
or takes other action at the meeting by means of electronic
transmission to the corporation or electronic video screen
communication, a record of that vote or action is maintained by the
corporation.  Any request by a corporation to a shareholder pursuant
to clause (b) of Section 20 for consent to conduct a meeting of
shareholders by electronic transmission by and to the corporation,
shall include a notice that absent consent of the shareholder
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).
  SEC. 9.  Section 601 of the Corporations Code is amended to read:
   601.  (a) Whenever shareholders are required or permitted to take
any action at a meeting a written notice of the meeting shall be
given not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting to each shareholder
entitled to vote thereat.  That notice shall state the place, date
and hour of the meeting, the means of electronic transmission by and
to the corporation (Sections 20 and 21) or electronic video screen
communication, if any, by which shareholders may participate in that
meeting, and (1) in the case of a special meeting, the general nature
of the business to be transacted, and no other business may be
transacted, or (2) in the case of the annual meeting, those matters
that the board, at the time of the mailing of the notice, intends to
present for action by the shareholders, but subject to the provisions
of subdivision (f) any proper matter may be presented at the meeting
for that action.  The notice of any meeting at which directors are
to be elected shall include the names of nominees intended at the
time of the notice to be presented by the board for election.
   (b) Notice of a shareholders' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by
first-class mail, or, in the case of a corporation with outstanding
shares held of record by 500 or more persons (determined as provided
in Section 605) on the record date for the shareholders' meeting,
notice may also be sent third-class mail, or other means of written
communication, addressed to the shareholder at the address of that
shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice; or if no
address appears or is given, at the place where the principal
executive office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in
which the principal executive office is located.  The notice or
report shall be deemed to have been given at the time when delivered
personally, sent by electronic transmission by the corporation,
deposited in the mail, or sent by other means of written
communication.  An affidavit of mailing or electronic transmission by
the corporation of any notice or report in accordance with the
provisions of this division, executed by the secretary, assistant
secretary or any transfer agent, shall be prima facie evidence of the
giving of the notice or report.
   If any notice or report addressed to the shareholder at the
address of that shareholder appearing on the books of the corporation
is returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable to
deliver the notice or report to the shareholder at that address, all
future notices or reports shall be deemed to have been duly given
without further mailing if the same shall be available for the
shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the
date of the giving of the notice or report to all other
shareholders.
   Notice given by electronic transmission by the corporation under
this subdivision shall be valid only if it complies with Section 20.
Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the corporation under this subdivision
after either of the following:
   (1) The corporation is unable to deliver two consecutive notices
to the shareholder by that means.
   (2) The inability to so deliver the notices to the shareholder
becomes known to the secretary, any assistant secretary, the transfer
agent, or other person responsible for the giving of the notice.
   (c) Upon request in writing to the corporation addressed to the
attention of the chairperson of the board, president, vice president
or secretary by any person (other than the board) entitled to call a
special meeting of shareholders, the officer forthwith shall cause
notice to be given to the shareholders entitled to vote that a
meeting will be held at a time requested by the person or persons
calling the meeting, not less than 35 nor more than 60 days after the
receipt of the request.  If the notice is not given within 20 days
after receipt of the request, the persons entitled to call the
meeting may give the notice or the superior court of the proper
county shall summarily order the giving of the notice, after notice
to the corporation giving it an opportunity to be heard.  The
procedure provided in subdivision (c) of Section 305 shall apply to
that application.  The court may issue orders as may be appropriate,
including, without limitation, orders designating the time and place
of the meeting, the record date for determination of shareholders
entitled to vote and the form of notice.
   (d) When a shareholders' meeting is adjourned to another time or
place, unless the bylaws otherwise require and except as provided in
this subdivision, notice need not be given of the adjourned meeting
if the time and place thereof (or the means of electronic
transmission by and to the corporation or electronic video screen
communication, if any, by which the shareholders may participate) are
announced at the meeting at which the adjournment is taken.  At the
adjourned meeting the corporation may transact any business that
might have been transacted at the original meeting.  If the
adjournment is for more than 45 days or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.
   (e) The transactions of any meeting of shareholders, however
called and noticed, and wherever held, are as valid as though had at
a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in
person or by proxy, provides a waiver of notice or consent to the
holding of the meeting or an approval of the minutes thereof in
writing.  All those waivers, consents and approvals shall be filed
with the corporate records or made a part of the minutes of the
meeting.  Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at the meeting, except when the
person objects, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by this
division to be included in the notice but not so included, if the
objection is expressly made at the meeting.  Neither the business to
be transacted at nor the purpose of any regular or special meeting of
shareholders need be specified in any written waiver of notice,
consent to the holding of the meeting or approval of the minutes
thereof, unless otherwise provided in the articles or bylaws, except
as provided in subdivision (f).
   (f) Any shareholder approval at a meeting, other than unanimous
approval by those entitled to vote, pursuant to Section 310, 902,
1152, 1201, 1900 or 2007 shall be valid only if the general nature of
the proposal so approved was stated in the notice of meeting or in
any written waiver of notice.
  SEC. 10.  Section 603 of the Corporations Code is amended to read:

   603.  (a) Unless otherwise provided in the articles, any action
that may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if a consent
in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take that
action at a meeting at which all shares entitled to vote thereon were
present and voted.
   (b) Unless the consents of all shareholders entitled to vote have
been solicited in writing, both of the following shall apply:
   (1) Notice of any shareholder approval pursuant to Section 310,
317, 1152, 1201 or 2007 without a meeting by less than unanimous
written consent shall be given at least 10 days before the
consummation of the action authorized by that approval.  Notice shall
be given as provided in subdivision (b) of Section 601.
   (2) Prompt notice shall be given of the taking of any other
corporate action approved by shareholders without a meeting by less
than unanimous written consent, to those shareholders entitled to
vote who have not consented in writing.  Notice shall be given as
provided in subdivision (b) of Section 601.
   (c) Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxyholders,
may revoke the consent personally or by proxy by a writing received
by the corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have been
filed with the secretary of the corporation, but may not do so
thereafter.  The revocation is effective upon its receipt by the
secretary of the corporation.
   (d) Notwithstanding subdivision (a), directors may not be elected
by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors; provided that the
shareholders may elect a director to fill a vacancy, other than a
vacancy created by removal, by the written consent of a majority of
the outstanding shares entitled to vote.
  SEC. 11.  Section 1500 of the Corporations Code is amended to read:

   1500.  Each corporation shall keep adequate and correct books and
records of account and shall keep minutes of the proceedings of its
shareholders, board and committees of the board and shall keep at its
principal executive office, or at the office of its transfer agent
or registrar, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of shares held
by each.  Those minutes and other books and records shall be kept
either in written form or in another form capable of being converted
into clearly legible tangible form or in any combination of the
foregoing.  When minutes and other books and records are kept in a
form capable of being converted into clearly legible paper form, the
clearly legible paper form into which those minutes and other books
and records are converted shall be admissible in evidence, and
accepted for all other purposes, to the same extent as an original
paper record of the same information would have been, provided that
the paper form accurately portrays the record.
  SEC. 12.  Section 1501 of the Corporations Code is amended to read:

   1501.  (a) The board shall cause an annual report to be sent to
the shareholders not later than 120 days after the close of the
fiscal year, unless in the case of a corporation with less than 100
holders of record of its shares (determined as provided in Section
605) this requirement is expressly waived in the bylaws.  Unless
otherwise provided by the articles or bylaws and if approved by the
board of directors, that report and any accompanying material sent
pursuant to this section may be sent by electronic transmission by
the corporation (Section 20).  This report shall contain a balance
sheet as of the end of that fiscal year and an income statement and
statement of changes in financial position for that fiscal year,
accompanied by any report thereon of independent accountants or, if
there is no such report, the certificate of an authorized officer of
the corporation that the statements were prepared without audit from
the books and records of the corporation.
   Unless so waived, the report shall be sent to the shareholders at
least 15 (or, if sent by third-class mail, 35) days prior to the
annual meeting of shareholders to be held during the next fiscal
year, but this requirement shall not limit the requirement for
holding an annual meeting as required by Section 600.
   Notwithstanding Section 114, the financial statements of any
corporation with fewer than 100 holders of record of its shares
(determined as provided in Section 605) required to be furnished by
this subdivision and subdivision (c) are not required to be prepared
in conformity with generally accepted accounting principles if they
reasonably set forth the assets and liabilities and the income and
expense of the corporation and disclose the accounting basis used in
their preparation.
   (b) In addition to the financial statements required by
subdivision (a), the annual report of any corporation having 100 or
more holders of record of its shares (determined as provided in
Section 605) either not subject to the reporting requirements of
Section 13 of the Securities Exchange Act of 1934, or exempted from
those reporting requirements by Section 12(g)(2) of that
                                 act, shall also describe briefly
both of the following:
   (1) Any transaction (excluding compensation of officers and
directors) during  the previous fiscal year involving an amount in
excess of forty thousand dollars ($40,000) (other than contracts let
at competitive bid or services rendered at prices regulated by law)
to which the corporation or its parent or subsidiary was a party and
in which any director or officer of the corporation or of a
subsidiary or (if known to the corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding
voting shares of the corporation had a direct or indirect material
interest, naming the person and stating the person's relationship to
the corporation, the nature of the person's interest in the
transaction and, where practicable, the amount of the interest;
provided that in the case of a transaction with a partnership of
which the person is a partner, only the interest of the partnership
need be stated; and provided further that no such report need be made
in the case of any transaction approved by the shareholders (Section
153).
   (2) The amount and circumstances of any indemnification or
advances aggregating more than ten thousand dollars ($10,000) paid
during the fiscal year to any officer or director of the corporation
pursuant to Section 317; provided that no  such report need be made
in the case of indemnification approved by the shareholders (Section
153) under paragraph (2) of subdivision (e) of Section 317.
   (c) If no annual report for the last fiscal year has been sent to
shareholders, the corporation shall, upon the written request of any
shareholder made more than 120 days after the close of that fiscal
year, deliver or mail to the person making the request within 30 days
thereafter the financial statements required by subdivision (a) for
that year.  A shareholder or shareholders holding at least 5 percent
of the outstanding shares of any class of a corporation may make a
written request to the corporation for an income statement of the
corporation for the three-month, six-month or nine-month period of
the current fiscal year ended more than 30 days prior to the date of
the request and a balance sheet of the corporation as of the end of
the period and, in addition, if no annual report for the last fiscal
year has been sent to shareholders, the statements referred to in
subdivision (a) for the last fiscal year.  The statements shall be
delivered or mailed to the person making the request within 30 days
thereafter.  A copy of the statements shall be kept on file in the
principal office of the corporation for 12 months and it shall be
exhibited at all reasonable times to any shareholder demanding an
examination of the statements or a copy shall be mailed to the
shareholder.
   (d) The quarterly income statements and balance sheets referred to
in this section shall be accompanied by the report thereon, if any,
of any independent accountants engaged by the corporation or the
certificate of an authorized officer of the corporation that the
financial statements were prepared without audit from the books and
records of the corporation.
   (e) In addition to the penalties provided for in Section 2200, the
superior court of the proper county shall enforce the duty of making
and mailing or delivering the information and financial statements
required by this section and, for good cause shown, may extend the
time therefor.
   (f) In any action or proceeding under this section, if the court
finds the failure of the corporation to comply with the requirements
of this section to have been without justification, the court may
award an amount sufficient to reimburse the shareholder for the
reasonable expenses incurred by the shareholder, including attorneys'
fees, in connection with the action or proceeding.
   (g) This section applies to any domestic corporation and also to a
foreign corporation having its principal executive office in this
state or customarily holding meetings of its board in this state.
  SEC. 13.  Section 5079 of the Corporations Code is amended to read:

   5079.  "Written" or "in writing" includes facsimile, telegraphic,
and other electronic communication as authorized by this code,
including an electronic transmission by a corporation that satisfies
the requirements of Section 20.
  SEC. 14.  Section 5211 of the Corporations Code is amended to read:

   5211.  (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 held without notice if
the time and place of the meetings are fixed by the bylaws or the
board.  Special meetings of the board shall be held upon four days'
notice by first-class mail or 48 hours' notice delivered personally
or by telephone, including a voice messaging system or by electronic
transmission by the corporation (Section 20).  The articles or bylaws
may not dispense with notice of a special meeting.  A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the board.
   (3) Notice of a meeting need not be given to a director who
provides a waiver of notice or consent to holding the meeting or an
approval of the minutes thereof in writing, whether before or after
the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to that director.
These waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
   (4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.  If
the meeting is adjourned for more than 24 hours, notice of an
adjournment to another time or place shall be given prior to the time
of the adjourned meeting to the directors who were not present at
the time of the adjournment.
   (5) Meetings of the board may be held at a place within or without
the state that has been designated in the notice of the meeting or,
if not stated in the notice or there is no notice, designated in the
bylaws or by resolution of the board.
   (6) Members of the board may participate in a meeting through use
of conference telephone, electronic video screen communication or
electronic transmission by and to the corporation (Sections 20 and
21).  Participation in a meeting through use of conference telephone
or electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting as long as all
members participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic transmission by
and to the corporation, other than conference telephone and
electronic video screen communication, pursuant to this subdivision
constitutes presence in person at that meeting if both of the
following apply:
   (A) Each member participating in the meeting can communicate with
all of the other members concurrently.
   (B) Each member is provided the means of participating in all
matters before the board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
   (7) A majority of the number of directors authorized in the
articles or bylaws constitutes a quorum of the board for the
transaction of business.  The articles or bylaws may not provide that
a quorum shall be less than one-fifth the number of directors
authorized in the articles or bylaws, or less than two, whichever is
larger, unless the number of directors authorized in the articles or
bylaws is one, in which case one director constitutes a quorum.
   (8) Subject to the provisions of Sections 5212, 5233, 5234, 5235,
and subdivision (e) of Section 5238, an act or decision done or made
by a majority of the directors present at a meeting duly held at
which a quorum is present is the act of the board.  The articles or
bylaws may not provide that a lesser vote than a majority of the
directors present at a meeting is the act of the board.  A meeting at
which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for
that meeting, or a greater number required by this division, the
articles or bylaws.
   (b) An action required or permitted to be taken by the board may
be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action.  The
written consent or consents shall be filed with the minutes of the
proceedings of the board.  The action by written consent shall have
the same force and effect as the unanimous vote of the directors.
For the purposes of this section only, "all members of the board"
does not include an "interested director" as defined in Section 5233.

   (c) The provisions of this section apply also to incorporators, to
committees of the board, and to action by those incorporators or
committees mutatis mutandis.
  SEC. 15.  Section 5215 of the Corporations Code is amended to read:

   5215.  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 thereof, or members, certified to be a true copy by a
person purporting to be the secretary or an assistant secretary of
the corporation, is prima facie evidence of the adoption of such
bylaws or resolution or of the due holding of such meeting and of the
matters stated therein.
  SEC. 16.  Section 5510 of the Corporations Code is amended to read:

   5510.  (a) Meetings of members may be held at a place within or
without this state as may be stated in or fixed in accordance with
the bylaws.  If no other place is stated or so fixed, meetings of
members shall be held at the principal executive office of the
corporation.  Unless prohibited by the bylaws of the corporation, if
authorized by the board of directors in its sole discretion, and
subject to the requirement of consent in clause (b) of Section 20 and
those guidelines and procedures as the board of directors may adopt,
members not physically present in person (or, if proxies are
allowed, by proxy) at a meeting of members may, by electronic
transmission by and to the corporation (Sections 20 and 21) or by
electronic video screen communication, participate in a meeting of
members, be deemed present in person (or, if proxies are allowed, by
proxy), and vote at a meeting of members whether that meeting is to
be held at a designated place or in whole or in part by means of
electronic transmission by and to the corporation or by electronic
video screen communication, in accordance with subdivision (f).
   (b) A regular meeting of members shall be held on a date and time,
and with the frequency stated in or fixed in accordance with the
bylaws, but in any event in each year in which directors are to be
elected at that meeting for the purpose  of conducting such election,
and to transact any other proper business which may be brought
before the meeting.
   (c) If a corporation with members is required by subdivision (b)
to hold a regular meeting and fails to hold the regular meeting for a
period of 60 days after the date designated therefor or, if no date
has been designated, for a period of 15 months after the formation of
the corporation, or after its last regular meeting, or if the
corporation fails to hold a written ballot for a period of 60 days
after the date designated therefor, then the superior court of the
proper county may summarily order the meeting to be held or the
ballot to be conducted upon the application of a member or the
Attorney General, after notice to the corporation giving it an
opportunity to be heard.
   (d) The votes represented, either in person (or, if proxies are
allowed, by proxy), at a meeting called or by written ballot ordered
pursuant to subdivision (c), and entitled to be cast on the business
to be transacted shall constitute a quorum, notwithstanding any
provision of the articles or bylaws or in this part to the contrary.
The court may issue such orders as may be appropriate including,
without limitation, orders designating the time and place of the
meeting, the record date for determination of members entitled to
vote, and the form of notice of the meeting.
   (e) Special meetings of members for any lawful purpose may be
called by the board, the chairman of the board, the president, or
such other persons, if any, as are specified in the bylaws.  In
addition, special meetings of members for any lawful purpose may be
called by 5 percent or more of the members.
   (f) A meeting of the members may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide members in person (or, if
proxies are allowed, by proxy) a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the
members, including an opportunity to read or hear the proceedings of
the meeting substantially concurrently with those proceedings, and
(2) if any member votes or takes other action at the meeting by means
of electronic transmission to the corporation or electronic video
screen communication, a record of that vote or action is maintained
by the corporation.  Any request by a corporation to a member
pursuant to clause (b) of Section 20 for consent to conduct a meeting
of members by electronic transmission by and to the corporation,
shall include a notice that absent consent of the member pursuant to
clause (b) of Section 20, the meeting shall be held at a physical
location in accordance with subdivision (a).
  SEC. 17.  Section 5511 of the Corporations Code is amended to read:

   5511.  (a) Whenever members are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given
not less than 10 nor more than 90 days before the date of the meeting
to each member who, on the record date for notice of the meeting, is
entitled to vote thereat; provided, however, that if notice is given
by mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given not less than 20 days
before the meeting.  Subject to subdivision (f), and subdivision (b)
of Section 5512, that notice shall state the place, date and time of
the meeting, the means of electronic transmission by and to the
corporation (Sections 20 and 21) or electronic video screen
communication, if any, by which members may participate in that
meeting, and (1) in the case of a special meeting, the general nature
of the business to be transacted, and no other business may be
transacted, or (2) in the case of the regular meeting, those matters
which the board, at the time the notice is given, intends to present
for action by the members, but, except as provided in subdivision (b)
of Section 5512, any proper matter may be presented at the meeting
for such action.  The notice of any meeting at which directors are to
be elected shall include the names of all those who are nominees at
the time the notice is given to members.
   (b) Notice of a members' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by mail
or other means of written communication, addressed to the member at
the address of such member appearing on the books of the corporation
or given by the member to the corporation for purpose of notice; or
if no such address appears or is given, at the place where the
principal office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in
which the principal office is located.  An affidavit of giving of any
notice or report in accordance with the provisions of this part,
executed by the secretary, assistant secretary or any transfer agent,
shall be prima facie evidence of the giving of the notice or report.

   If any notice or report addressed to a member at the address of
such member appearing on the books of the corporation is returned to
the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver
the notice or report to the member at such address, all future
notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available for the member upon
written demand of the member at the principal office of the
corporation for a period of one year from the date of the giving of
the notice or report to all other members.
   Notice given by electronic transmission by the corporation under
this subdivision shall be valid only if it complies with Section 20.
Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the corporation under this subdivision
after either of the following:
   (1) The corporation is unable to deliver two consecutive notices
to the member by that means.
   (2) The inability to so deliver the notices to the member becomes
known to the secretary, any assistant secretary, the transfer agent,
or other person responsible for the giving of the notice.
   (c) Upon request in writing to the corporation addressed to the
attention of the chairman of the board, president, vice president or
secretary by any person (other than the board) entitled to call a
special meeting of members, the officer forthwith shall cause notice
to be given to the members entitled to vote that a meeting will be
held at a time fixed by the board, not less than 35 nor more than 90
days after the receipt of the request.  If the notice is not given
within 20 days after receipt of the request, the persons entitled to
call the meeting may give the notice or the superior court of the
proper county shall summarily order the giving of the notice, after
notice to the corporation giving it an opportunity to be heard.  The
court may issue such orders as may be appropriate, including, without
limitation, orders designating the time and place of the meeting,
the record date for determination of members entitled to vote and the
form of notice.
   (d) When a members' meeting is adjourned to another time or place,
unless the bylaws otherwise require and except as provided in this
subdivision, notice need not be given of the adjourned meeting if the
time and place thereof (or the means of electronic transmission by
and to the corporation or electronic video screen communication, if
any, by which members may participate) are announced at the meeting
at which the adjournment is taken.  No meeting may be adjourned for
more than 45 days.  At the adjourned meeting the corporation may
transact any business which might have been transacted at the
original meeting.  If after the adjournment a new record date is
fixed for notice or voting, a notice of the adjourned meeting shall
be given to each member who, on the record date for notice of the
meeting, is entitled to vote at the meeting.
   (e) The transactions of any meeting of members, however called and
noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present
either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person
or by proxy, provides a waiver of notice or consent to the holding of
the meeting or an approval of the minutes thereof in writing.  All
such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a waiver of
notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened and
except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by this part to be
included in the notice but not so included, if such objection is
expressly made at the meeting.  Neither the business to be transacted
at nor the purpose of any regular or special meeting of members need
be specified in any written waiver of notice, consent to the holding
of the meeting or approval of the minutes thereof, unless otherwise
provided in the articles or bylaws, except as provided in subdivision
(f).
   (f) Any approval of the members required under Section 5222, 5224,
5812, or 6610, other than unanimous approval by those entitled to
vote, shall be valid only if the general nature of the proposal so
approved was stated in the notice of meeting or in any written waiver
of notice.
   (g) A court may find that notice not given in conformity with this
section is still valid, if it was given in a fair and reasonable
manner.
  SEC. 18.  Section 5513 of the Corporations Code is amended to read:

   5513.  (a) Subject to subdivision (e), and unless prohibited in
the articles or bylaws, any action which may be taken at any regular
or special meeting of members may be taken without a meeting if the
corporation distributes a written ballot to every member entitled to
vote on the matter.  Unless otherwise provided by the articles or
bylaws and if approved by the board of directors, that ballot and any
related material may be sent by electronic transmission by the
corporation (Section 20) and responses may be returned to the
corporation by electronic transmission to the corporation (Section
21).  That ballot shall set forth the proposed action, provide an
opportunity to specify approval or disapproval of any proposal, and
provide a reasonable time within which to return the ballot to the
corporation.
   (b) Approval by written ballot pursuant to this section shall be
valid only when the number of votes cast by ballot within the time
period specified equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required to
approve at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
   (c) Ballots shall be solicited in a manner consistent with the
requirements of subdivision (b) of Section 5511, and Section 5514.
All such solicitations shall indicate the number of responses needed
to meet the quorum requirement and, with respect to ballots other
than for the election of directors, shall state the percentage of
approvals necessary to pass the measure submitted.  The solicitation
must specify the time by which the ballot must be received in order
to be counted.
   (d) Unless otherwise provided in the articles or bylaws, a written
ballot may not be revoked.
   (e) Directors may be elected by written ballot under this section,
where authorized by the articles or bylaws, except that election by
written ballot may not be authorized where the directors are elected
by cumulative voting pursuant to Section 5616.
   (f) When directors are to be elected by written ballot and the
articles or bylaws prescribe a nomination procedure, the procedure
may provide for a date for the close of nominations prior to the
printing and distributing of the written ballots.
  SEC. 19.  Section 6320 of the Corporations Code is amended to read:

   6320.  (a) Each corporation shall keep:
   (1) Adequate and correct books and records of account;
   (2) Minutes of the proceedings of its members, board and
committees of the board; and
   (3) A record of its members giving their names and addresses and
the class of membership held by each.
   (b) Those minutes and other books and records shall be kept either
in written form or in any other form capable of being converted into
clearly legible tangible form or in any combination of the
foregoing.  When minutes and other books and records are kept in a
form capable of being converted into clearly legible paper form, the
clearly legible paper form into which those minutes and other books
and records are converted shall be admissible in evidence, and
accepted for all other purposes, to the same extent as an original
paper record of the same information would have been, provided that
the paper form accurately portrays the record.
  SEC. 20.  Section 6321 of the Corporations Code is amended to read:

   6321.  (a) Except as provided in subdivision (c), (d), or (f), the
board shall cause an annual report to be sent to the members not
later than 120 days after the close of the corporation's fiscal year.
  Unless otherwise provided by the articles or bylaws and if approved
by the board of directors, that report and any accompanying material
sent pursuant to this section may be sent by electronic transmission
by the corporation (Section 20).  That report shall contain in
appropriate detail the following:
   (1) The assets and liabilities, including the trust funds, of the
corporation as of the end of the fiscal year.
   (2) The principal changes in assets and liabilities, including
trust funds, during the fiscal year.
   (3) The revenue or receipts of the corporation, both unrestricted
and restricted to particular purposes, for the fiscal year.
   (4) The expenses or disbursements of the corporation, for both
general and restricted purposes, during the fiscal year.
   (5) Any information required by Section 6322.
   (b) The report required by subdivision (a) shall be accompanied by
any report thereon of independent accountants, or, if there is no
such report, the certificate of an authorized officer of the
corporation that such statements were prepared without audit from the
books and records of the corporation.
   (c) Subdivision (a) does not apply to any corporation which
receives less than twenty-five thousand dollars ($25,000) in gross
revenues or receipts during the fiscal year.
   (d) Where a corporation has provided, pursuant to Section 5510,
for regular meetings of members less often than annually, then the
report required by subdivision (a) need be made to members only with
the frequency with which regular membership meetings are required,
unless the articles or bylaws require a report more often.
   (e) Subdivisions (c) and (d) notwithstanding, a report with the
information required by subdivision (a) shall be furnished annually
to:

          (1) All directors of the corporation; and
   (2) Any member who requests it in writing.
   (f) A corporation which in writing solicits contributions from 500
or more persons need not send the report otherwise required by
subdivision (a) if it does all of the following:
   (i) Includes with any written material used to solicit
contributions a written statement that its latest annual report will
be mailed upon request and that such request may be sent to the
corporation at a name and address which is set forth in the
statement.
   The term "annual report" as used in this subdivision refers to the
report required by subdivision (a).
   (ii) Promptly mails a copy of its latest annual report to any
person who requests a copy thereof; and
   (iii) Causes its annual report to be published not later than 120
days after the close of its fiscal year in a newspaper of general
circulation in the county in which its principal office is located.

  SEC. 21.  Section 6322 of the Corporations Code is amended to read:

   6322.  (a) Any provision of the articles or bylaws
notwithstanding, every corporation shall furnish annually to its
members and directors a statement of any transaction or
indemnification of a kind described in subdivision (d) or (e), if any
such transaction or indemnification took place.  If the corporation
issues an annual report to all members, this subdivision shall be
satisfied by including the required information in the annual report.
  A corporation which does not issue an annual report to all members,
pursuant to subdivision (c) or (d) of Section 6321, shall satisfy
this section by mailing or delivering to its members the required
statement within 120 days after the close of the corporation's fiscal
year.  Unless otherwise provided by the articles or bylaws and if
approved by the board of directors, that statement may be sent by
electronic transmission by the corporation (Section 20).
   (b) Except as provided in subdivision (c), a covered transaction
under this section is a transaction in which the corporation, its
parent, or its subsidiary was a party, and in which either of the
following had a direct or indirect material financial interest:
   (1) Any director or officer of the corporation, or its parent or
subsidiary.
   (2) Any holder of more than 10 percent of the voting power of the
corporation, its parent or its subsidiary.
   For the purpose of subdivision (d), an "interested person" is any
person described in paragraph (1) or (2) of this subdivision.
   (c) For the purpose of subdivision (b), a mere common directorship
is not a material financial interest.
   (d) The statement required by subdivision (a) shall describe
briefly:
   (1) Any covered transaction during the previous fiscal year
involving more than fifty thousand dollars ($50,000), or which was
one of a number of covered transactions in which the same interested
person had a direct or indirect material financial interest, and
which transactions in the aggregate involved more than fifty thousand
dollars ($50,000).
   (2) The names of the interested persons involved in such
transactions, stating such person's relationship to the corporation,
the nature of such person's interest in the transaction and, where
practicable, the amount of such interest; provided, that in the case
of a transaction with a partnership of which such person is a
partner, only the interest of the partnership need be stated.
   (e) The statement required by subdivision (a) shall describe
briefly the amount and circumstances of any indemnifications or
advances aggregating more than ten thousand dollars ($10,000) paid
during the fiscal year to any officer or director of the corporation
pursuant to Section 5238; provided that no such report need be made
in the case of indemnification approved by the members (Section 5034)
under paragraph (2) of subdivision (e) of Section 5238.
  SEC. 22.  Section 7211 of the Corporations Code is amended to read:

   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 held without notice if
the time and place of the meetings are fixed by the bylaws or the
board.  Special meetings of the board shall be held upon four days'
notice by first-class mail or 48 hours' notice delivered personally
or by telephone, including a voice messaging system or by electronic
transmission by the corporation (Section 20).  The articles or bylaws
may not dispense with notice of a special meeting.  A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the board.
   (3) Notice of a meeting need not be given to a director who
provided a waiver of notice or consent to holding the meeting or an
approval of the minutes thereof in writing, whether before or after
the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to that director.
These waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
   (4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.  If
the meeting is adjourned for more than 24 hours, notice of an
adjournment to another time or place shall be given prior to the time
of the adjourned meeting to the directors who were not present at
the time of the adjournment.
   (5) Meetings of the board may be held at a place within or without
the state that has been designated in the notice of the meeting or,
if not stated in the notice or if there is no notice, designated in
the bylaws or by resolution of the board.
   (6) Members of the board may participate in a meeting through use
of conference telephone, electronic video screen  communication, or
electronic transmission by and to the corporation (Sections 20 and
21).  Participation in a meeting through use of conference telephone
or electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting as long as all
members participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic transmission by
and to the corporation, other than conference telephone and
electronic video screen communication, pursuant to this subdivision
constitutes presence in person at that meeting if both of the
following apply:
   (A) Each member participating in the meeting can communicate with
all of the other members concurrently.
   (B) Each member is provided the means of participating in all
matters before the board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
   (7) A majority of the number of directors authorized in the
articles or bylaws constitutes a quorum of the board for the
transaction of business.  The articles or bylaws may not provide that
a quorum shall be less than one-fifth the number of directors
authorized in the articles or bylaws, or less than two, whichever is
larger, unless the number of directors authorized in the articles or
bylaws is one, in which case one director constitutes a quorum.
   (8) Subject to the provisions of Sections 7212, 7233, 7234, and
subdivision (e) of Section 7237 and Section 5233, insofar as it is
made applicable pursuant to Section 7238, an act or decision done or
made by a majority of the directors present at a meeting duly held at
which a quorum is present is the act of the board.  The articles or
bylaws may not provide that a lesser vote than a majority of the
directors present at a meeting is the act of the board.  A meeting at
which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for
that meeting, or a greater number required by this division, the
articles or bylaws.
   (b) An action required or permitted to be taken by the board may
be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action.  The
written consent or consents shall be filed with the minutes of the
proceedings of the board.  The action by written consent shall have
the same force and effect as a unanimous vote of the directors.  For
the purposes of this section only, "all members of the board"  does
not include an "interested director" as defined in Section 5233,
insofar as it is made applicable pursuant to Section 7238.
   (c) This section applies also to incorporators, to committees of
the board, and to action by those incorporators or committees mutatis
mutandis.
  SEC. 23.  Section 7215 of the Corporations Code is amended to read:

   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 thereof, or members, certified to be a true copy by a
person purporting to be the secretary or an assistant secretary of
the corporation, is prima facie evidence of the adoption of such
bylaws or resolution or of the due holding of such meeting and of the
matters stated therein.
  SEC. 24.  Section 7510 of the Corporations Code is amended to read:

   7510.  (a) Meetings of members may be held at a place within or
without this state as may be stated in or fixed in accordance with
the bylaws.  If no other place is stated or so fixed, meetings of
members shall be held at the principal executive office of the
corporation.  Unless prohibited by the bylaws of the corporation, if
authorized by the board of directors in its sole discretion, and
subject to the requirement of consent in clause (b) of Section 20 and
those guidelines and procedures as the board of directors may adopt,
members not physically present in person (or, if proxies are
allowed, by proxy) at a meeting of members may, by electronic
transmission by and to the corporation (Sections 20 and 21) or by
electronic video screen communication, participate in a meeting of
members, be deemed present in person (or, if proxies are allowed, by
proxy), and vote at a meeting of members whether that meeting is to
be held at a designated place or in whole or in part by means of
electronic transmission by and to the corporation or by electronic
video screen communication, in accordance with subdivision (f).
   (b) A regular meeting of members shall be held on a date and time,
and with the frequency stated in or fixed in accordance with the
bylaws, but in any event in each year in which directors are to be
elected at that meeting for the purpose of conducting such election,
and to transact any other proper business which may be brought before
the meeting.
   (c) If a corporation with members is required by subdivision (b)
to hold a regular meeting and fails to hold the regular meeting for a
period of 60 days after the date designated therefor or, if no date
has been designated, for a period of 15 months after the formation of
the corporation or after its last regular meeting, or if the
corporation fails to hold a written ballot for a period of 60 days
after the date designated therefor, then the superior court of the
proper county may summarily order the meeting to be held or the
ballot to be conducted upon the application of a member or the
Attorney General, after notice to the corporation giving it an
opportunity to be heard.
   (d) The votes represented, either in person (or, if proxies are
allowed, by proxy), at a meeting called or by written ballot ordered
pursuant to subdivision (c), and entitled to be cast on the business
to be transacted shall constitute a quorum, notwithstanding any
provision of the articles or bylaws or in this part to the contrary.
The court may issue such orders as may be appropriate including,
without limitation, orders designating the time and place of the
meeting, the record date for determination of members entitled to
vote, and the form of notice of the meeting.
   (e) Special meetings of members for any lawful purpose may be
called by the board, the chairman of the board, the president, or
such other persons, if any, as are specified in the bylaws.  In
addition, special meetings of members for any lawful purpose may be
called by 5 percent or more of the members.
   (f) A meeting of the members may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide members in person (or, if
proxies are allowed, by proxy) a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the
members, including an opportunity to read or hear the proceedings of
the meeting substantially concurrently with those proceedings, and
(2) if any member votes or takes other action at the meeting by means
of electronic transmission to the corporation or electronic video
screen communication, a record of that vote or action is maintained
by the corporation.  Any request by a corporation to a member
pursuant to clause (b) of Section 20 for consent to conduct a meeting
of members by electronic transmission by and to the corporation,
shall include a notice that absent consent of the member pursuant to
clause (b) of Section 20, the meeting shall be held at a physical
location in accordance with subdivision (a).
  SEC. 25.  Section 7511 of the Corporations Code is amended to read:

   7511.  (a) Whenever members are required or permitted to take any
action at a  meeting, a written notice of the meeting shall be given
not less than 10 nor more than 90 days before the date of the meeting
to each member who, on the record date for notice of the meeting, is
entitled to vote thereat; provided, however, that if notice is given
by mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given not less than 20 days
before the meeting.  Subject to subdivision (f), and subdivision (b)
of Section 7512, the notice shall state the place, date and time of
the meeting, the means of electronic transmission by and to the
corporation (Sections 20 and 21) or electronic video screen
communication, if any, by which members may participate in that
meeting, and (1) in the case of a special meeting, the general nature
of the business to be transacted, and no other business may be
transacted, or (2) in the case of the regular meeting, those matters
which the board, at the time the notice is given, intends to present
for action by the members, but, except as provided in subdivision (b)
of Section 7512, any proper matter may be presented at the meeting
for the action.  The notice of any meeting at which directors are to
be elected shall include the names of all those who are nominees at
the time the notice is given to members.
   (b) Notice of a members' meeting or any report shall be given
personally, by electronic transmission by a corporation, or by mail
or other means of written communication, addressed to a member at the
address of the member appearing on the books of the corporation or
given by  the member to the corporation for purpose of notice; or if
no such address appears or is given, at the place where the principal
office of the corporation is located or by publication at least once
in a newspaper of general circulation in the county in which the
principal office is located.  An affidavit of giving of any notice or
report in accordance with the provisions of this part, executed by
the secretary, assistant secretary or any transfer agent, shall be
prima facie evidence of the giving of the notice or report.
   If any notice or report addressed to the member at the address of
the member appearing on the books of the corporation is returned to
the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver
the notice or report to the member at the address, all future notices
or reports shall be deemed to have been duly given without further
mailing if the same shall be available for the member upon written
demand of the member at the principal office of the corporation for a
period of one year from the date of the giving of the notice or
report to all other members.
   Notice given by electronic transmission by the corporation under
this subdivision shall be valid only if it complies with Section 20.
Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the corporation under this subdivision
after either of the following:
   (1) The corporation is unable to deliver two consecutive notices
to the member by that means.
   (2) The inability to so deliver the notices to the member becomes
known to the secretary, any assistant secretary, the transfer agent,
or other person responsible for the giving of the notice.
   (c) Upon request in writing to the corporation addressed to the
attention of the chairman of the board, president, vice president, or
secretary by any person (other than the board) entitled to call a
special meeting of members, the officer forthwith shall cause notice
to be given to the members entitled to vote that a meeting will be
held at a time fixed by the board not less than 35 nor more than 90
days after the receipt of the request.  If the notice is not given
within 20 days after receipt of the request, the persons entitled to
call the meeting may give the notice or the superior court of the
proper county shall summarily order the giving of the notice, after
notice to the corporation giving it an opportunity to be heard.  The
court may issue such orders as may be appropriate, including, without
limitation, orders designating the time and place of the meeting,
the record date for determination of members entitled to vote, and
the form of notice.
   (d) When a members' meeting is adjourned to another time or place,
unless the bylaws otherwise require and except as provided in this
subdivision, notice need not be given of the adjourned meeting if the
time and place thereof (or the means of electronic transmission by
and to the corporation or electronic video screen communication, if
any, by which members may participate) are announced at the meeting
at which the adjournment is taken.  No meeting may be adjourned for
more than 45 days.  At the adjourned meeting the corporation may
transact any business which might have been transacted at the
original meeting.  If after the adjournment a new record date is
fixed for notice or voting, a notice of the adjourned meeting shall
be given to each member who, on the record date for notice of the
meeting, is entitled to vote at the meeting.
   (e) The transactions of any meeting of members however called and
noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present
either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person
(or, if proxies are allowed, by proxy), provides a waiver of notice
or consent to the holding of the meeting or an approval of the
minutes thereof in writing.  All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the
minutes of the meeting.  Attendance of a person at a meeting shall
constitute a waiver of notice of and presence at the meeting, except
when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters
required by this part to be included in the notice but not so
included, if the objection is expressly made at the meeting.  Neither
the business to be transacted at nor the purpose of any regular or
special meeting of members need be specified in any written waiver of
notice, consent to the holding of the meeting or approval of the
minutes thereof, unless otherwise provided in the articles or bylaws,
except as provided in subdivision (f).
   (f) Any approval of the members required under Section 7222, 7224,
7233, 7812, 8610, or 8719, other than unanimous approval by those
entitled to vote, shall be valid only if the general nature of the
proposal so approved was stated in the notice of meeting or in any
written waiver of notice.
   (g) A court may find that notice not given in conformity with this
section is still valid, if it was given in a fair and reasonable
manner.
  SEC. 26.  Section 7513 of the Corporations Code is amended to read:

   7513.  (a) Subject to subdivision (e), and unless prohibited in
the articles or bylaws, any action which may be taken at any regular
or special meeting of members may be taken without a meeting if the
corporation distributes a written ballot to every member entitled to
vote on the matter.  Unless otherwise provided by the articles or
bylaws and if approved by the board of directors, that ballot and any
related material may be sent by electronic transmission by the
corporation (Section 20) and responses may be returned to the
corporation by electronic transmission to the corporation (Section
21).  That ballot shall set forth the proposed action, provide an
opportunity to specify approval or disapproval of any proposal, and
provide a reasonable time within which to return the ballot to the
corporation.
   (b) Approval by written ballot pursuant to this section shall be
valid only when the number of votes cast by ballot within the time
period specified equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required to
approve at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
   (c) Ballots shall be solicited in a manner consistent with the
requirements of subdivision (b) of Section 7511 and Section 7514.
All such solicitations shall indicate the number of responses needed
to meet the quorum requirement and, with respect to ballots other
than for the election of directors, shall state the percentage of
approvals necessary to pass the measure submitted.  The solicitation
must specify the time by which the ballot must be received in order
to be counted.
   (d) Unless otherwise provided in the articles or bylaws, a written
ballot may not be revoked.
   (e) Directors may be elected by written ballot under this section,
where authorized by the articles or bylaws, except that election by
written ballot may not be authorized where the directors are elected
by cumulative voting pursuant to Section 7615.
   (f) When directors are to be elected by written ballot and the
articles or bylaws prescribe a nomination procedure, the procedure
may provide for a date for the close of nominations prior to the
printing and distributing of the written ballots.
  SEC. 27.  Section 8320 of the Corporations Code is amended to read:

   8320.  (a) Each corporation shall keep:
   (1) Adequate and correct books and records of account:
   (2) Minutes of the proceedings of its members, board and
committees of the board; and
   (3) A record of its members giving their names and addresses and
the class of membership held by each.
   (b) Those minutes and other books and records shall be kept either
in written form or in any other form capable of being converted into
clearly legible tangible form or in any combination of the
foregoing.  When minutes and other books and records are kept in a
form capable of being converted into clearly legible paper form, the
clearly legible paper form into which those minutes and other books
and records are converted shall be admissible in evidence, and
accepted for all other purposes, to the same extent as an original
paper record of the same information would have been, provided that
the paper form accurately portrays the record.
  SEC. 28.  Section 8321 of the Corporations Code is amended to read:

   8321.  (a) A corporation shall notify each member yearly of the
member's right to receive a financial report pursuant to this
subdivision.  Except as provided in subdivision (c), upon written
request of a member the board shall promptly cause the most recent
annual report to be sent to the requesting member.  An annual report
shall be prepared not later than 120 days after the close of the
corporation's fiscal year.  Unless otherwise provided by the articles
or bylaws and if approved by the board of directors, that report and
any accompanying material may be sent by electronic transmission by
the corporation (Section 20).  That report shall contain in
appropriate detail the following:
   (1) A balance sheet as of the end of such fiscal year and an
income statement and statement of changes in financial position for
such fiscal year.
   (2) A statement of the place where the names and addresses of the
current members are located.
   (3) Any information required by Section 8322.
   (b) The report required by subdivision (a) shall be accompanied by
any report thereon of independent accountants, or, if there is no
such report, the certificate of an authorized officer of the
corporation that such statements were prepared without audit from the
books and records of the corporation.
   (c) Subdivision (a) does not apply to any corporation which
receives less than ten thousand dollars ($10,000) in gross revenues
or receipts during the fiscal year.
  SEC. 29.  Section 8322 of the Corporations Code is amended to read:

   8322.  (a) Any provision of the articles or bylaws
notwithstanding, every corporation shall furnish annually to its
members and directors a statement of any transaction or
indemnification of a kind described in subdivision (d) or (e), if any
such transaction or indemnification took place.  If the corporation
issues an annual report to all members, this subdivision shall be
satisfied by including the required information in the annual report.
  A corporation which does not issue an annual report to all members,
pursuant to subdivision (c) of Section 8321, shall satisfy this
section by mailing or delivering to its members the required
statement within 120 days after the close of the corporation's fiscal
year.  Unless otherwise provided by the articles or bylaws and if
approved by the board of directors, that statement may be sent
                                               by electronic
transmission by the corporation (Section 20).
   (b) Except as provided in subdivision (c), a covered transaction
under this section is a transaction in which the corporation, its
parent, or its subsidiary was a party, and in which either of the
following had a direct or indirect material financial interest:
   (1) Any director or officer of the corporation, or its parent or
subsidiary.
   (2) Any holder of more than 10 percent of the voting power of the
corporation, its parent or its subsidiary.
   For the purpose of subdivision (d), an "interested person" is any
person described in paragraph (1) or (2) of this subdivision.
   (c) Transactions approved by the members of a corporation (Section
5034), under subdivision (a) of Section 7233, are not covered
transactions.  For the purpose of subdivision (b), a mere common
directorship is not a material financial interest.
   (d) The statement required by subdivision (a) shall describe
briefly:
   (1) Any covered transaction (excluding compensation of officers
and directors) during the previous fiscal year involving more than
fifty thousand dollars ($50,000), or which was one of a number of
covered transactions in which the same interested person had a direct
or indirect material financial interest, and which transactions in
the aggregate involved more than fifty thousand dollars ($50,000).
   (2) The names of the interested persons involved in such
transactions, stating such person's relationship to the corporation,
the nature of such person's interest in the transaction and, where
practicable, the amount of such interest; provided, that in the case
of a transaction with a partnership of which such person is a
partner, only the interest of the partnership need be stated.
   (e) The statement required by subdivision (a) shall describe
briefly the amount and circumstances of any loans, guaranties,
indemnifications or advances aggregating more than ten thousand
dollars ($10,000) paid or made during the fiscal year to any officer
or director of the corporation pursuant to Section 7237; provided
that no such report need be made in the case of a loan, guaranty, or
indemnification approved by the members (Section 5034) or a loan or
guaranty not subject to the provisions of subdivision (a) of Section
7235.
  SEC. 30.  Section 9211 of the Corporations Code is amended to read:

   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 held without notice if
the time and place of the meetings are fixed by the bylaws or the
board.  Special meetings of the board shall be held upon four days'
notice by first-class mail or 48 hours' notice delivered personally
or by telephone, including a voice messaging system or by electronic
transmission by a corporation (Section 20).  The articles or bylaws
may not dispense with notice of a special meeting.  A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the board.
   (3) Notice of a meeting need not be given to a director who
provided a waiver of notice or consent to holding the meeting or an
approval of the minutes thereof in writing, whether before or after
the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to that director.
These waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
   (4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.
   (5) Meetings of the board may be held at a place within or without
the state that has been designated in the notice of the meeting or,
if not stated in the notice or there is no notice, designated in the
bylaws or by resolution of the board.
   (6) Members of the board may participate in a meeting through use
of conference telephone, electronic video screen communication, or
electronic transmission by and to the corporation.  Participation in
a meeting through use of conference telephone or electronic video
screen communication pursuant to this subdivision constitutes
presence in person at that meeting as long as all members
participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic transmission by
and to the corporation, other than conference telephone and
electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting, if both of the
following apply:
   (A) Each member participating in the meeting can communicate with
all of the other members concurrently.
   (B) Each member is provided the means of participating in all
matters before the board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
   (7) A majority of the number of directors authorized in the
articles or bylaws constitutes a quorum of the board for the
transaction of business.
   (8) An act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the
act of the board.  The articles or bylaws may not provide that a
lesser vote than a majority of the directors present at a meeting is
the act of the board.  A meeting at which a quorum is initially
present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least
a majority of the required quorum for that meeting, or a greater
number as is required by this division, the articles or bylaws.
   (b) An action required or permitted to be taken by the board may
be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action.  The
written consent or consents shall be filed with the minutes of the
proceedings of the board.  The action by written consent shall have
the same force and effect as the unanimous vote of the directors.
   (c) This section applies also to incorporators, to committees of
the board, and to action by those incorporators or committees mutatis
mutandis.
  SEC. 31.  Section 9215 of the Corporations Code is amended to read:

   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 thereof, or members, certified to be a true copy by a
person purporting to be the secretary or an assistant secretary of
the corporation, is prima facie evidence of the adoption of such
bylaws or resolution or of the due holding of such meeting and of the
matters stated therein.
  SEC. 32.  Section 9411 of the Corporations Code is amended to read:

   9411.  (a) Subject to the provisions of this chapter, regular and
special meetings of members shall be called, noticed and held as may
be ordered by the board.  Unless prohibited by the bylaws of the
corporation, if authorized by the board of directors in its sole
discretion, and subject to the requirement of consent in clause (b)
of Section 20 and those guidelines and procedures as the board of
directors may adopt, members not physically present in person (or, if
proxies are allowed, by proxy) at a meeting of members may, by
electronic transmission by and to the corporation (Sections 20 and
21) or by electronic video screen communication, participate in a
meeting of members, be deemed present in person (or, if proxies are
allowed, by proxy), and vote at a meeting of members whether that
meeting is to be held at a designated place or in whole or in part by
means of electronic transmission by and to the corporation or by
electronic video screen communication, in accordance with subdivision
(f).
   (b) Special meetings of members for any lawful purpose may be
called by the board or the chairman of the board or the president.
In addition, special meetings of members for any lawful purpose may
be called by 5 percent or more of the members.
   (c) Upon request in writing to the chairman of the board,
president, vice president or secretary by any person (other than the
board) entitled to call a special meeting of members, the board shall
expeditiously set a reasonable time and place for the meeting and
the officer forthwith shall cause notice to be given to the members
entitled to vote of the time and place of the meeting.  If the notice
is not given within 20 days after receipt of the request, the
persons entitled to call the meeting may give the notice or the
superior court of the proper county shall summarily order the giving
of the notice, after notice to the corporation giving it an
opportunity to be heard.  The court may issue such orders as may be
appropriate, including, without limitation, orders designating the
time and place of the meeting, the record date for determination of
members entitled to vote and the form of notice.
   (d) The transactions of any meeting of members, however called and
noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present
either in person (or, if proxies are allowed, by proxy), and if,
either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy, signs a written waiver of
notice or a consent to the holding of the meeting or an approval of
the minutes thereof.  All such waivers, consents and approvals shall
be filed with the corporate records or made a part of the minutes of
the meeting.  Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the
person objects, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by this
part to be included in the notice but not so included, if such
objection is expressly made at the meeting.  Neither the business to
be transacted at nor the purpose of any regular or special meeting of
members need be specified in any written waiver of notice, consent
to the holding of the meeting or approval of the minutes thereof
except as provided in subdivision (e).
   (e) Any member approval required under subdivision (b) of Section
9150, Section 9222, Section 5812 (made applicable pursuant to Section
9620), subdivision (a) of Section 9631, subdivision (c) of Section
9640, subdivision (a) of Section 6015 (made applicable pursuant to
Section 9640), or subdivision (b) of Section 9680, other than
unanimous approval by those entitled to vote, shall be valid only if
the general nature of the proposal so approved was stated in the
notice of meeting or in any written waiver of notice.
   (f) A meeting of the members may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide members a reasonable
opportunity to participate in the meeting and to vote on matters
submitted to the members, including an opportunity to read or hear
the proceedings of the meeting concurrently with those proceedings,
and (2) if any member votes or takes other action at the meeting by
means of electronic transmission to the corporation or electronic
video screen communication, a record of that vote or action is
maintained by the corporation.  Any request by a corporation to a
member pursuant to clause (b) of Section 20 for consent to conduct a
meeting of members by electronic transmission by and to the
corporation, shall include a notice that absent consent of the member
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).
  SEC. 33.  Section 9413 of the Corporations Code is amended to read:

   9413.  (a) Any action which may be taken at any regular or special
meeting of members may be taken without a meeting if the written
ballot of every member is solicited, if the required number of signed
approvals in writing, setting forth the action so taken, is
received, and if the requirements of subdivision (c) are satisfied.
Unless otherwise provided by the articles or bylaws and if approved
by the board of directors, that ballot and any related material may
be sent by electronic transmission by the corporation (Section 20)
and responses may be returned to the corporation by electronic
transmission to the corporation (Section 21).
   (b) All solicitations of ballots shall indicate the time by which
the ballot must be returned to be counted.
   (c) Approval by written ballot pursuant to this section shall be
valid only when the number of ballots cast on or before the time the
ballot must be returned to be counted equals or exceeds the quorum
required to be present at a meeting authorizing the action, and the
number of approvals equals or exceeds the number of votes that would
be required to approve at a meeting at which the total number of
votes cast was the same as the number of ballots cast.
   (d) A written ballot may not be revoked.
   (e) Directors may be elected by written ballot under this section,
where authorized by the articles or bylaws, except that election by
written ballot may not be authorized where the directors are elected
by cumulative voting pursuant to Section 9415.
  SEC. 34.  Section 9510 of the Corporations Code is amended to read:

   9510.  (a) Each corporation shall keep:
   (1) Adequate and correct books and records of account.
   (2) Minutes of the proceedings of its members, board and
committees of the board.
   (3) A record of its members giving their names and addresses and
the class of membership held by each.
   (b) Those minutes and other books and records shall be kept either
in written form or in any other form capable of being converted into
clearly legible tangible form or in any combination of the
foregoing.  When minutes and other books and records are kept in a
form capable of being converted into clearly legible paper form, the
clearly legible paper form into which those minutes and other books
and records are converted shall be admissible in evidence, and
accepted for all other purposes, to the same extent as an original
paper record of the same information would have been, provided that
the paper form accurately portrays the record.
  SEC. 35.  Section 12254 of the Corporations Code is amended to
read:
   12254.  "Written" or "in writing" includes facsimile, telegraphic,
and other electronic communication as authorized by this code.
  SEC. 36.  Section 12351 of the Corporations Code is amended to
read:
   12351.  (a) Unless otherwise provided in the articles or in the
bylaws:
   (1) Meetings of the board may be called by the chairman 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 held without notice if
the time and place of such meetings are fixed by the bylaws or the
board.  Special meetings of the board shall be held upon four days'
notice by first-class mail or 48 hours' notice delivered personally
or by telephone, including a voice messaging system or by electronic
transmission by the corporation (Section 20).  The articles or bylaws
may not dispense with notice of a special meeting.  A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the board.
   (3) Notice of a meeting need not be given to any director who
provides a waiver of notice or consent to holding the meeting or an
approval of the minutes thereof in writing, whether before or after
the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such director.
All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
   (4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.  If
the meeting is adjourned for more than 24 hours, notice of any
adjournment to another time or place shall be given prior to the time
of the adjourned meeting to the directors who were not present at
the time of the adjournment.
   (5) Meetings of the board may be held at any place within or
without the state which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice,
designated in the bylaws or by resolution of the board.
   (6) Members of the board may participate in a meeting through use
of conference telephone, electronic video screen communication, or
electronic transmission by and to the corporation (Sections 20 and
21).  Participation in a meeting through use of conference telephone
or electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting as long as all
members participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic transmission by
and to the corporation, other than conference telephone and
electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting if both of the
following apply:
   (A) Each member participating in the meeting can communicate with
all of the other members concurrently.
   (B) Each member is provided the means of participating in all
matters before the board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
   (7) A majority of the number of directors authorized in the
articles or bylaws constitutes a quorum of the board for the
transaction of business.  The articles or bylaws may not provide that
a quorum shall be less than one-fifth the number of directors
authorized in the articles or bylaws, or less than two, whichever is
larger.
   (8) Subject to the provisions of Sections 12352, 12373, 12374 and
subdivision (e) of Section 12377, every act or decision done or made
by a majority of the directors present at a meeting duly held at
which a quorum is present is the act of the board.  The articles or
bylaws may not provide that a lesser vote than a majority of the
directors present at a meeting is the act of the board.  A meeting at
which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for
such meeting, or such greater number as is required by this division,
the articles or bylaws.
   (b) Any action required or permitted to be taken by the board may
be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to such action.  Such
written consent or consents shall be filed with the minutes of the
proceedings of the board.  Such action by written consent shall have
the same force and effect as a unanimous vote of such directors.
   (c) The provisions of this section apply also to incorporators, to
committees of the board, and to action by such incorporators or such
committees mutatis mutandis.
  SEC. 37.  Section 12355 of the Corporations Code is amended to
read:
   12355.  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 thereof, or members, certified to be a true copy by a
person purporting to be the secretary or an assistant secretary of
the corporation, is prima facie evidence of the adoption of such
bylaws or resolution or of the due holding of such meeting and of the
matters stated therein.
  SEC. 38.  Section 12460 of the Corporations Code is amended to
read:
   12460.  (a) Meetings of members may be held at a place within or
without  this state that is stated in or fixed in accordance with the
bylaws.  If no other place is so stated or fixed, meetings of
members shall be held at the principal executive office of the
corporation.  Unless prohibited by the bylaws of the corporation, if
authorized by the board of directors in its sole discretion, and
subject to the requirement of consent in clause (b) of Section 20 and
those guidelines and procedures as the board of directors may adopt,
members not physically present in person at a meeting of members
may, by electronic transmission by and to the corporation (Sections
20 and 21) or by electronic video screen communication, participate
in a meeting of members, be deemed present in person, and vote at a
meeting of members whether that meeting is to be held at a designated
place or in whole or in part by means of electronic transmission by
and to the corporation or by electronic video screen communication,
in accordance with subdivision (f).
   (b) A regular meeting of members shall be held annually.  In any
year in which directors are elected, the election shall be held at
the regular meeting unless the directors are chosen in some other
manner authorized by law.  Any other proper business may be
transacted at the meeting.
   (c) If a corporation fails to hold the regular meeting for a
period of 60 days after the date designated therefor or, if no date
has been designated, for a period of 15 months after the formation of
the corporation or after its last regular meeting, or if the
corporation fails to hold a written ballot for a period of 60 days
after the date designated therefor, then the superior court of the
proper county may summarily order the meeting to be held or the
ballot to be conducted upon the application of a member, after notice
to the corporation giving it an opportunity to be heard.
   (d) The votes represented at a meeting called or by written ballot
ordered pursuant to subdivision (c) and entitled to be cast on the
business to be transacted shall constitute a quorum, notwithstanding
any provision of the articles or bylaws or in this part to the
contrary.  The court may issue such orders as may be appropriate
including, without limitation, orders designating the time and place
of the meeting, the record date for determination of members entitled
to vote, and the form of notice of the meeting.
   (e) Special meetings of members for any lawful purpose may be
called by the board, the chairman of the board, the president, or
such other persons, if any, as are specified in the bylaws.  In
addition, special meetings of members for any lawful purpose may be
called by 5 percent or more of the members.
   (f) A meeting of the members may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide members a reasonable
opportunity to participate in the meeting and to vote on matters
submitted to the members, including an opportunity to read or hear
the proceedings of the meeting concurrently with those proceedings,
and (2) if any member votes or takes other action at the meeting by
means of electronic transmission to the corporation or electronic
video screen communication, a record of that vote or action is
maintained by the corporation.  Any request by a corporation to a
member pursuant to clause (b) of Section 20 for consent to conduct a
meeting of members by electronic transmission by and to the
corporation, shall include a notice that absent consent of the member
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).
  SEC. 39.  Section 12461 of the Corporations Code is amended to
read:
   12461.  (a) Whenever members are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given
not less than 10 nor more than 90 days before the date of the meeting
to each member who, on the record date for notice of the meeting, is
entitled to vote thereat; provided, however, that if notice is given
by mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given not less than 20 days
before the meeting.  Subject to subdivision (f), and subdivision (b)
of Section 12462, that notice shall state the place, date and time of
the meeting, the means of electronic transmission by and to the
corporation (Sections 20 and 21) or electronic video screen
communication, if any, by which members may participate in that
meeting, and (1) in the case of a special meeting, the general nature
of the business to be transacted, and no other business may be
transacted, or (2) in the case of the regular meeting, those matters
which the board, at the time the notice is given, intends to present
for action by the members, but, except as provided in subdivision (b)
of Section 12462, any proper matter may be presented at the meeting
for such action.  The notice of any meeting at which directors are to
be elected shall include the names of all those who are nominees at
the time the notice is given to  members.
   (b) Notice of a members' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by mail
or other means of written communication, addressed to a member at
the address of such member appearing on the books of the corporation
or given by the member to the corporation for purpose of notice; or
if no such address appears or is given, at the place where the
principal office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in
which the principal office is located.  An affidavit of giving of any
notice or report in accordance with the provisions of this part,
executed by the secretary, assistant secretary or any transfer agent,
shall be prima facie evidence of the giving of the notice or report.

   If any notice or report addressed to the member at the address of
such member appearing on the books of the corporation is returned to
the corporation by the United States Postal Service marked to
indicate the United States Postal Service is unable to deliver the
notice or report to the member at such address, all future notices or
reports shall be deemed to have been duly given without further
mailing if the same                                            shall
be available for the member upon written demand of the member at the
principal office of the corporation for a period of one year from the
date of the giving of the notice or report to all other members.
   Notice given by electronic transmission by the corporation under
this subdivision shall be valid only if it complies with Section 20.
Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the corporation under this subdivision
after either of the following:
   (1) The corporation is unable to deliver two consecutive notices
to the member by that means.
   (2) The inability to so deliver the notices to the member becomes
known to the secretary, any assistant secretary, the transfer agent,
or other person responsible for the giving of the notice.
   (c) Upon request in writing to the corporation addressed to the
attention of the chairman of the board, president, vice president or
secretary by any person (other than the board) entitled to call a
special meeting of members, the officer forthwith shall cause notice
to be given to the members entitled to vote that a meeting will be
held at a time fixed by the board not less than 35 nor more than 90
days after the receipt of the request.  If the notice is not given
within 20 days after receipt of the request, the persons entitled to
call the meeting may give the notice or the superior court of the
proper county shall summarily order the giving of the notice, after
notice to the corporation giving it an opportunity to be heard.  The
court may issue such orders as may be appropriate, including, without
limitation, orders designating the time and place of the meeting,
the record date for determination of members entitled to vote and the
form of notice.
   (d) When a members' meeting is adjourned to another time or place,
unless the bylaws otherwise require and except as provided in this
subdivision, notice need not be given of the adjourned meeting if the
time and place thereof (or the means of electronic transmission by
and to the corporation or electronic video screen communication, if
any, by which members may participate) are announced at the meeting
at which the adjournment is taken.  At the adjourned meeting the
corporation may transact any business which might have been
transacted at the original meeting.  If the adjournment is for more
than 45 days or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be
given to each member of record entitled to vote at the meeting.
   (e) The transactions of any meeting of members however called and
noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present, and
if, either before or after the meeting, each of the persons entitled
to vote, not present in person, provides a waiver of notice or
consent to the holding of the meeting or an approval of the minutes
thereof in writing.  All such waivers, consents and approvals shall
be filed with the corporate records or made a part of the minutes of
the meeting.  Attendance of a person at a meeting shall constitute a
waiver of notice of  and presence at such meeting, except when the
person objects, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by this
part to be included in the notice but not so included, if such
objection is expressly made at the meeting.  Neither the business to
be transacted at nor the purpose of any regular or special meeting of
members need be specified in any written waiver of notice, consent
to the holding of the meeting or approval of the minutes thereof,
unless otherwise provided in the articles or bylaws, except as
provided in subdivision (f).
   (f) Any approval of the members required under Section 12362,
12364, 12373, 12502 or 12658 other than unanimous approval by those
entitled to vote, shall be valid only if the general nature of the
proposal so approved was stated in the notice of meeting or in any
written waiver of notice.
   (g) A court may find that notice not given in conformity with this
section is still valid, if it was given in a fair and reasonable
manner.
   (h) Subject to the provisions of subdivision (i), and unless
prohibited by the articles or bylaws, prior to any regular or special
meeting of members, the board may authorize distribution of a
written ballot to every member entitled to vote at the meeting.  Such
ballot shall set forth the action proposed to be taken at the
meeting, shall provide an opportunity to specify approval or
disapproval of the proposed action, and shall state that unless
revoked by the member voting in person at the meeting, the ballot
will be counted if received by the corporation on or before the time
of the meeting with respect to which it was sent.  If ballots are so
distributed with respect to a meeting, the number of members voting
at the meeting by unrevoked written ballots shall be deemed present
at the meeting for purposes of determining the existence of a quorum
pursuant to subdivision (a) of Section 12462 but only with respect to
the proposed action referred to in the ballots.  These ballots shall
be distributed in a manner consistent with the requirements of
subdivision (b) and Section 12464.
   (i) Unless prohibited by the articles or bylaws, written ballots
may be distributed in a manner contemplated by subdivision (h) with
respect to the election of directors, except that no ballots may be
so distributed with respect to the election of directors if
cumulative voting is permitted pursuant to Section 12484.
  SEC. 40.  Section 12463 of the Corporations Code is amended to
read:
   12463.  (a) Subject to subdivision (e), and unless prohibited in
the articles or bylaws any action which may be taken at any regular
or special meeting of members may be taken without a meeting if the
corporation distributes a written ballot to every member entitled to
vote on the matter.  Unless otherwise provided by the articles or
bylaws and if approved by the board of directors, that ballot and any
related material may be sent by electronic transmission by the
corporation (Section 20) and responses may be returned to the
corporation by electronic transmission to the corporation (Section
21).  That ballot shall set forth the proposed action, provide an
opportunity to specify approval or disapproval of any proposal, and
provide a reasonable time within which to return the ballot to the
corporation.
   (b) Approval by written ballot pursuant to this section shall be
valid only when the number of votes cast by ballot within the time
period specified equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required to
approve at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
   (c) Ballots shall be solicited in a manner consistent with the
requirements of subdivision (b) of Section 12461 and Section 12464.
All such solicitations shall indicate the number of responses needed
to meet the quorum requirement and, with respect to ballots other
than for the election of directors, shall state the percentage of
approvals necessary to pass the measure submitted.  The solicitation
must specify the time by which the ballot must be received in order
to be counted.
   (d) Unless otherwise provided in the articles or bylaws, a written
ballot may not be revoked.
   (e) Directors may be elected by written ballot under this section,
where authorized by the articles or bylaws, except that election by
written ballot may not be authorized where the directors are elected
by cumulative voting pursuant to Section 12484.  When directors are
to be elected by written ballot and the articles or bylaws prescribe
a nomination procedure, the procedure may provide for a date for the
close of nominations prior to printing and distributing of the
written ballots.
   (f) The secretary shall cause a vote to be taken by written ballot
upon any action or recommendation proposed in writing by 20 percent
of the members of the corporation.
  SEC. 41.  Section 12590 of the Corporations Code is amended to
read:
   12590.  (a) Each corporation shall keep:
   (1) Adequate and correct books and records of account;
   (2) Minutes of the proceedings of its members, board, and
committees of the board; and
   (3) A record of its members giving their names and addresses and
the class of membership and number of membership units held by each.

   (b) Those minutes and other books and records shall be kept either
in written form or in any other form capable of being converted into
clearly legible tangible form or in any combination of the
foregoing.  When minutes and other books and records are kept in a
form capable of being converted into clearly legible paper form, the
clearly legible paper form into which those minutes and other books
and records are converted shall be admissible in evidence, and
accepted for all other purposes, to the same extent as an original
paper record of the same information would have been, provided that
the paper form accurately portrays the record.
  SEC. 42.  Section 12591 of the Corporations Code is amended to
read:
   12591.  (a) A corporation shall notify each member yearly of the
member's right to receive a financial report pursuant to this
subdivision.  Except as provided in subdivision (c), upon written
request of a member the board shall promptly cause the most recent
annual report to be sent to the requesting member.  An annual report
shall be prepared not later than 120 days after the close of the
corporation's fiscal year.  Unless otherwise provided by the articles
or bylaws and if approved by the board of directors, that report and
any accompanying material sent pursuant to this section may be sent
by electronic transmission by the corporation (Section 20). That
report shall contain in appropriate detail the following:
   (1) A balance sheet as of the end of such fiscal year and an
income statement and statement of changes in financial position for
such fiscal year.
   (2) A statement of the place where the names and addresses of the
current members are located.
   (3) Any information required by Section 12592.
   (b) The report required by subdivision (a) shall be accompanied by
any report  thereon of independent accountants, or, if there is no
such report, the certificate of an authorized officer of the
corporation that such statements were prepared without audit from the
books and records of the corporation.
   (c) This section does not apply to corporations which do not have
more than 25 members at any time during the fiscal year.
  SEC. 43.  Section 12592 of the Corporations Code is amended to
read:
   12592.  (a) Any provision of the articles or bylaws
notwithstanding, every corporation shall furnish annually to its
members and directors a statement of any transaction or
indemnification of a kind described in subdivision (d) or (e), if any
such transaction or indemnification took place.  If the corporation
issues an annual report to all members, this subdivision shall be
satisfied by including the required information in the annual report.
  A corporation which does not issue an annual report to all members,
pursuant to subdivision (c) of Section 12591, shall satisfy this
section by mailing or delivering to its members the required
statement within 120 days after the close of the corporation's fiscal
year.  Unless otherwise provided by the articles or bylaws and if
approved by the board of directors, that statement may be sent by
electronic transmission by the corporation (Section 20).
   (b) Except as provided in subdivision (c), a covered transaction
under this section is a transaction in which the corporation, its
parent, or its subsidiary was a party, and in which either of the
following had a direct or indirect material financial interest:
   (1) Any director or officer of the corporation, or its parent or
subsidiary.
   (2) Any holder of more than 10 percent of the voting power of the
corporation, its parent or its subsidiary.
   For the purpose of subdivision (d), an "interested person" is any
person described in paragraph (1) or (2).
   (c) Transactions approved by the members of a corporation, under
subdivision (a) of Section 12373, are not covered transactions.  For
the purpose of subdivision (b), neither a mere common directorship
nor a member-patron relationship on terms available to all members
constitutes a material financial interest.
   (d) The statement required by subdivision (a) shall describe
briefly:
   (1) Any covered transaction (excluding compensation of officers
and directors) during the previous fiscal year involving more than
one thousand dollars ($1,000), or which was one of a number of
covered transactions in which the same interested person had a direct
or indirect material financial interest, and which transactions in
the aggregate involved more than one thousand dollars ($1,000).
   (2) The names of the interested persons involved in such
transactions, stating such person's relationship to the corporation,
the nature of such person's interest in the transaction and, where
practicable, the amount of such interest; provided, that in the case
of a transaction with a partnership of which such person is a
partner, only the interest of the partnership need be stated.
   (e) The statement required by subdivision (a) shall describe
briefly the amount and circumstances of any loans, guaranties,
indemnifications, or advances aggregating more than one thousand
dollars ($1,000) paid or made during the fiscal year to any officer
or director of the corporation pursuant to Section 12377; provided
that no such report need be made in the case of a loan, guaranty, or
indemnification approved by the members under paragraph (2) of
subdivision (e) of Section 12377 or a loan or guaranty not subject to
the provisions of subdivision (a) of Section 12375.
  SEC. 44.  Section 16101 of the Corporations Code is amended to
read:
   16101.  As used in this chapter, the following terms and phrases
have the following meanings:
   (1) "Business" includes every trade, occupation, and profession.
   (2) "Debtor in bankruptcy" means a person who is the subject of
either of the following:
   (A) An order for relief under Title 11 of the United States Code
or a comparable order under a successor statute of general
application.
   (B) A comparable order under federal, state, or foreign law
governing insolvency.
   (3) "Distribution" means a transfer of money or other property
from a partnership to a partner in the partner's capacity as a
partner or to the partner's transferee.
   (4) "Electronic transmission by the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, for that recipient on record with the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications,
together with a separate notice to the recipient of the posting,
which transmission shall be validly delivered upon the later of the
posting or delivery of the separate notice thereof, or (3) other
means of electronic communication, (b) to a recipient who has
provided an unrevoked consent to the use of those means of
transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form.  However, an electronic
transmission by a partnership to an individual partner is not
authorized unless, in addition to satisfying the requirements of this
section, the transmission satisfies the requirements applicable to
consumer consent to electronic records as set forth in the Electronic
Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001
(c)(1)).
   (5) "Electronic transmission to the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, which the partnership has provided from
time to time to partners for sending communications to the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications, and
which transmission shall be validly delivered upon the posting, or
(3) other means of electronic communication, (b) as to which the
partnership has placed in effect reasonable measures to verify that
the sender is the partner (in person or by proxy) purporting to send
the transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form.
   (6) (A) "Foreign limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by the laws of another jurisdiction and
denominated or registered as a limited liability partnership or
registered limited liability partnership under the laws of that
jurisdiction (i) in which each partner is a licensed person or a
person licensed or authorized to provide professional limited
liability partnership services in a jurisdiction or jurisdictions
other than this state, (ii) which is licensed under the laws of the
state to engage in the practice of architecture, the practice of
public accountancy, or the practice of law, or (iii) which (I) is
related to a registered limited liability partnership that practices
public accountancy or, to the extent permitted by the State Bar,
practices law or is related to a foreign limited liability
partnership and (II) provides services related or complementary to
the professional limited liability partnership services provided by,
or provides services or facilities to, that registered limited
liability partnership or foreign limited liability partnership.
   (B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person,
except an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
   (7) "Licensed person" means any person who is duly licensed,
authorized, or registered under the provisions of the Business and
Professions Code to provide professional limited liability
partnership services or who is lawfully able to render professional
limited liability partnership services in this state.
   (8) (A) "Registered limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by Article 10 (commencing with Section 16951),
that is registered under Section 16953 and (i) each of the partners
of which is a licensed person or a person licensed or authorized to
provide professional limited liability partnership services in a
jurisdiction or jurisdictions other than this state, (ii) is licensed
under the laws of the state to engage in the practice of
architecture, practice of public accountancy, or the practice of law,
or (iii)(I) is related to a registered limited liability partnership
that practices public accountancy or, to the extent permitted by the
State Bar, practices law or is related to a foreign limited
liability partnership and (II) provides services related or
complementary to the professional limited liability partnership
services provided by, or provides services or facilities to, that
registered limited liability partnership or foreign limited liability
partnership.
   (B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person, other
than an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
   (9) "Partnership" means an association of two or more persons to
carry on as coowners a business for profit formed under Section
16202, predecessor law, or comparable law of another jurisdiction,
and includes, for all purposes of the laws of this state, a
registered limited liability partnership, and excludes any
partnership formed under Chapter 2 (commencing with Section 15501) or
Chapter 3 (commencing with Section 15611).
   (10) "Partnership agreement" means the agreement, whether written,
oral, or implied, among the partners concerning the partnership,
including amendments to the partnership agreement.
   (11) "Partnership at will" means a partnership in which the
partners have not agreed to remain partners until the expiration of a
definite term or the completion of a particular undertaking.
   (12) "Partnership interest" or "partner's interest in the
partnership" means all of a partner's interests in the partnership,
including the partner's transferable interest and all management and
other rights.
   (13) "Person" means an individual, corporation, business trust,
estate, trust, partnership, limited partnership, limited liability
partnership, limited liability company, association, joint venture,
government, governmental subdivision, agency, or instrumentality, or
any other legal or commercial entity.
   (14) "Professional limited liability partnership services" means
the practice of architecture, the practice of public accountancy, or
the practice of law.
   (15) "Property" means all property, real, personal, or mixed,
tangible or intangible, or any interest therein.
   (16) "State" means a state of the United States, the District of
Columbia, the Commonwealth of Puerto Rico, or any territory or
insular possession subject to the jurisdiction of the United States.

   (17) "Statement" means a statement of partnership authority under
Section 16303, a statement of denial under Section 16304, a statement
of dissociation under Section 16704, a statement of dissolution
under Section 16805, a statement of conversion or a certificate of
conversion under Section 16906, a statement of merger under Section
16915, or an amendment or cancellation of any of the foregoing.
   (18) "Transfer" includes an assignment, conveyance, lease,
mortgage, deed, and encumbrance.
   (19) The inclusion of the practice of architecture as a
professional limited liability partnership service permitted by this
section shall extend only until January 1, 2007.
  SEC. 45.  Section 16403 of the Corporations Code is amended to
read:
   16403.  (a) A partnership shall keep its books and records, if
any, in writing or in any other form capable of being converted into
clearly legible tangible form, at its chief executive office.
   (b) A partnership shall provide partners and their agents and
attorneys access to its books and records.  It shall provide former
partners and their agents and attorneys access to books and records
pertaining to the period during which they were partners.  The right
of access provides the opportunity to inspect and copy books and
records during ordinary business hours.  A partnership may impose a
reasonable charge, covering the costs of labor and material, for
copies of documents furnished.
   (c) Each partner and the partnership shall furnish to a partner,
and to the legal representative of a deceased partner or partner
under legal disability, both of the following, which may be
transmitted by electronic transmission by the partnership
(subdivision (4) of Section 16101):
   (1) Without demand, any information concerning the partnership's
business and affairs reasonably required for the proper exercise of
the partner's rights and duties under the partnership agreement or
this chapter; and
   (2) On demand, any other information concerning the partnership's
business and affairs, except to the extent the demand or the
information demanded is unreasonable or otherwise improper under the
circumstances.
  SEC. 46.  Section 17001 of the Corporations Code is amended to
read:
   17001.  Unless the context otherwise indicates, the following
definitions govern the construction of this title:
   (a) "Acknowledged" means that an instrument is either of the
following:
   (1) Formally acknowledged as provided in Article 3 (commencing
with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of
the Civil Code.
   (2) Executed to include substantially the following wording
preceding the signature:  It is hereby declared that I am the person
who executed this instrument, which execution is my act and deed.
   Any certificate of acknowledgment taken without this state before
a notary public or a judge or clerk of a court of record having an
official seal need not be further authenticated.
   (b) "Articles of organization" means articles of organization
filed under Section 17050, including all amendments thereto or
restatements thereof, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized.
   (c) "Bankrupt" or "bankruptcy" means, with respect to any person,
being the subject of an order for relief under Title 11 of the United
States Code, or any successor statute or other statute in any
foreign jurisdiction having like import or effect.
   (d) "Capital account" means, unless otherwise provided in the
operating agreement, the amount of the capital interest of a member
in the limited liability company consisting of that member's original
contribution, as (1) increased by any additional contributions and
by that member's share of the limited liability company's profits,
and (2) decreased by any distribution to that member and by that
member's share of the limited liability company's losses.
                                               (e) "Constituent
limited liability company" means a limited liability company that is
merged with or into one or more other limited liability companies or
other business entities and includes a surviving limited liability
company.
   (f) "Constituent other business entity" means any other business
entity that is merged with or into one or more limited liability
companies and includes a surviving other business entity.
   (g) "Contribution" means any money, property, or services
rendered, or a promissory note or other binding obligation to
contribute money or property, or to render services as permitted in
this title, which a member contributes to a limited liability company
as capital in that member's capacity as a member pursuant to an
agreement between the members, including an agreement as to value.
   (h) "Disappearing limited liability company" means a constituent
limited liability company that is not the surviving limited liability
company.
   (i) "Disappearing other business entity" means a constituent other
business entity that is not the surviving other business entity.
   (j) "Distribution" means the transfer of money or property by a
limited liability company to its members without consideration.
   (k) "Domestic" means organized under the laws of this state when
used in relation to any limited liability company, other business
entity or person (other than a natural person).
   (l) "Domestic corporation" means a corporation as defined in
Section 162.
   (m) "Domestic limited partnership" means a partnership formed by
two or more persons under the laws of this state and having one or
more general partners and one or more limited partners.
   (n) "Economic interest" means a person's right to share in the
income, gains, losses, deductions, credit, or similar items of, and
to receive distributions from, the limited liability company, but
does not include any other rights of a member, including, without
limitation, the right to vote or to participate in management, or,
except as provided in Section 17106, any right to information
concerning the business and affairs of the limited liability company.

   (o) (1) "Electronic transmission by the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, for that recipient
on record with the limited liability company, (2) posting on an
electronic message board or network that the limited liability
company has designated for those communications, together with a
separate notice to the recipient of the posting, which transmission
shall be validly delivered upon the later of the posting or delivery
of the separate notice thereof, or (3) other means of electronic
communication, (b) to a recipient who has provided an unrevoked
consent to the use of those means of transmission, and (c) that
creates a record that is capable of retention, retrieval, and review,
and that may thereafter be rendered into clearly legible tangible
form.  However, an electronic transmission by a limited liability
company to an individual member is not authorized unless, in addition
to satisfying the requirements of this section, the transmission
satisfies the requirements applicable to consumer consent to
electronic records as set forth in the Electronic Signatures in
Global and National Commerce Act (15 U.S.C.  Sec. 7001(c)(1)).
   (2) "Electronic transmission to the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, which the limited
liability company has provided from time to time to members or
managers for sending communications to the limited liability company,
(2) posting on an electronic message board or network that the
limited liability company has designated for those communications,
and which transmission shall be validly delivered upon the posting,
or (3) other means of electronic communication, (b) as to which the
limited liability company has placed in effect reasonable measures to
verify that the sender is the member or manager (in person or by
proxy) purporting to send the transmission, and (c) that creates a
record that is capable of retention, retrieval, and review, and that
may thereafter be rendered into clearly legible tangible form.
   (p) "Foreign corporation" means a corporation formed under the
laws of any state other than this state or under the laws of the
United States or of a foreign country.
   (q) "Foreign limited liability company" means either (1) an entity
formed under the limited liability company laws of any state other
than this state, or (2) an entity organized under the laws of any
foreign country that is (A) an unincorporated association, (B)
organized under a statute pursuant to which an association may be
formed that affords each of its members limited liability with
respect to the liabilities of the entity, and (C) not an entity that
is required to be registered or qualified pursuant to the provisions
of Title 1 (commencing with Section 100) or Title 2 (commencing with
Section 15001); but the term "foreign limited liability company" does
not include a foreign association, as defined in Section 170.
   (r) "Foreign limited partnership" means a partnership formed under
the laws of any state other than this state or under the laws of a
foreign country and having as partners one or more general partners
and one or more limited partners or their equivalents under any name.

   (s) "Foreign other business entity" means any other business
entity formed under the laws of any state other than this state or
under the laws of the United States or of a foreign country.
   (t) "Limited liability company" or "domestic limited liability
company" means an entity having one or more members that is organized
under this title and is subject to the provisions of Section 17101.

   (u) "Mail" unless otherwise provided in the operating agreement,
means first-class mail, postage prepaid, unless registered mail is
specified.  Registered mail includes certified mail.
   (v) "Majority in interest of the members," unless otherwise
provided in the operating agreement, means more than 50 percent of
the interests of members in current profits of the limited liability
company.
   (w) "Manager" means a person elected by the members of a limited
liability company to manage the limited liability company if the
articles of organization contain the statement referred to in
subdivision (b) of Section 17151 or, if the articles of organization
do not contain that statement, "manager" means each of the members of
the limited liability company.
   (x) "Member" means a person who:
   (1) Has been admitted to a limited liability company as a member
in accordance with the articles of organization or operating
agreement, or an assignee of an interest in a limited liability
company who has become a member pursuant to Section 17303.
   (2) Has not resigned, withdrawn, or been expelled as a member or,
if other than an individual, been dissolved.
   (y) "Member of record" means a member named as a member on the
list maintained in accordance with paragraph (1) of subdivision (a)
of Section 17058.
   (z) "Membership interest" means a member's rights in the limited
liability company, collectively, including the member's economic
interest, any right to vote or participate in management, and any
right to information concerning the business and affairs of the
limited liability company provided by this title.
   (aa) "Officer" means any person elected or appointed pursuant to
Section 17154.
   (ab) "Operating agreement" means any agreement, written or oral,
between all of the members as to the affairs of a limited liability
company and the conduct of its business in any manner not
inconsistent with law or the articles of organization, including all
amendments thereto, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized.  The term "operating agreement" may include, without more,
an agreement between all the members to organize a limited liability
company pursuant to the provisions of this title.
   (ac) "Other business entity" means a corporation, limited
partnership, general partnership, business trust, real estate
investment trust, or an unincorporated association (other than a
nonprofit association), but excluding a domestic limited liability
company and a foreign limited liability company.
   (ad) "Parent," when used in relation to a specified limited
liability company, means a person who owns, directly or indirectly,
membership interests possessing more than 50 percent of the voting
power of the specified limited liability company.  When used in
relation to a specified corporation or limited partnership, the term
"parent" shall have the meanings set forth in Section 1200 and
subdivision (v) of Section 15611, respectively.
   (ae) "Person" means an individual, partnership, limited
partnership, trust, estate, association, corporation, limited
liability company, or other entity, whether domestic or foreign.
   (af) (RESERVED)
   (ag) (RESERVED)
   (ah) (RESERVED)
   (ai) "Proxy," unless otherwise provided in the operating
agreement, means a written authorization signed or an electronic
transmission authorized by a member or the member's attorney-in-fact
giving another person the power to exercise the voting rights of that
member.  "Signed," for the purpose of this section, means the
placing of the member's name on the proxy (whether by manual
signature, typewriting, telegraphic or electronic transmission, or
otherwise) by the member or member's attorney-in-fact.
   A proxy may be transmitted by an oral telephonic transmission if
it is submitted with information from which it may be determined that
the proxy was authorized by the member, or by the member's
attorney-in-fact.
   (aj) "Return of capital," unless otherwise provided in the
operating agreement, means any distribution to a member to the extent
that the member's capital account, immediately after the
distribution, is less than the amount of that member's contributions
to the limited liability company as reduced by prior distributions
that were a return of capital.
   (ak) "State" means a state, territory, or possession of the United
States, the District of Columbia, or the Commonwealth of Puerto
Rico.
   (al) "Subsidiary of a specified limited liability company" means a
limited liability company or other business entity in which shares,
interests, or other securities possessing more than 50 percent of the
voting power are owned by the specified limited liability company.
   (am) "Surviving limited liability company" means a limited
liability company into which one or more other limited liability
companies or other business entities are merged.
   (an) "Surviving other business entity" means an other business
entity into which one or more limited liability companies are merged.

   (ao) "Time a notice is given or sent," unless otherwise expressly
provided, means the time a written notice is deposited in the United
States mail; is personally delivered to the recipient, is delivered
to a common carrier for transmission, or is actually transmitted by
the person giving the notice by electronic  transmission, to the
recipient; or the time any oral notice is communicated, in person or
by telephone, to the recipient or to a person at the office of the
recipient who the person giving the notice has reason to believe will
promptly communicate it to the recipient.
   (ap) "Transact intrastate business" means to enter into repeated
and successive transactions of business in this state, other than in
interstate or foreign commerce.
   (1) Without excluding other activities which may not be considered
to be transacting intrastate business, a foreign limited liability
company shall not be considered to be transacting intrastate business
merely because its subsidiary transacts intrastate business, or
merely because of its status as any one or more of the following:
   (A) A shareholder of a domestic corporation.
   (B) A shareholder of a foreign corporation transacting intrastate
business.
   (C) A limited partner of a foreign limited partnership transacting
intrastate business.
   (D) A limited partner of a domestic limited partnership.
   (E) A member or manager of a foreign limited liability company
transacting intrastate business.
   (F) A member or manager of a domestic limited liability company.
   (2) Without excluding other activities which may not be considered
to be transacting intrastate business, a foreign limited liability
company shall not be considered to be transacting intrastate business
within the meaning of this subdivision solely by reason of carrying
on in this state any one or more of the following activities:
   (A) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof, or the settlement of claims or disputes.
   (B) Holding meetings of its managers or members or carrying on any
other activities concerning its internal affairs.
   (C) Maintaining bank accounts.
   (D) Maintaining offices or agencies for the transfer, exchange,
and registration of the foreign limited liability company's
securities or maintaining trustees or depositaries with respect to
those securities.
   (E) Effecting sales through independent contractors.
   (F) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where those orders require
acceptance without this state before becoming binding contracts.
   (G) Creating or acquiring evidences of debt or mortgages, liens,
or security interests in real or personal property.
   (H) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
   (I) Conducting an isolated transaction that is completed within
180 days and not in the course of a number of repeated transactions
of a like nature.
   (3) A person shall not be deemed to be transacting intrastate
business in this state merely because of its status as a member or
manager of a domestic limited liability company or a foreign limited
liability company registered to transact intrastate business in this
state.
   (aq) "Vote" includes authorization by written consent.
   (ar) "Voting power" means the power to vote on any matter at the
time any determination of voting power is made and does not include
the right to vote upon the happening of some condition or event which
has not yet occurred.
   (as) "Withdrawal" includes the resignation or retirement of a
member as a member.
   (at) "Written" or "in writing" includes facsimile, telegraphic,
and other electronic communication as authorized by this code.
  SEC. 47.  Section 17058 of the Corporations Code is amended to
read:
   17058.  (a) Each limited liability company shall maintain in
writing or in any other form capable of being converted into clearly
legible tangible form at the office referred to in subdivision (a) of
Section 17057 all of the following:
   (1) A current list of the full name and last known business or
residence address of each member and of each holder of an economic
interest in the limited liability company set forth in alphabetical
order, together with the contribution and the share in profits and
losses of each member and holder of an economic interest.
   (2) If the articles of organization contain the statement
described in subdivision (b) of Section 17151, a current list of the
full name and business or residence address of each manager.
   (3) A copy of the articles of organization and all amendments
thereto, together with any powers of attorney pursuant to which the
articles of organization or any amendments thereto were executed.
   (4) Copies of the limited liability company's federal, state, and
local income tax or information returns and reports, if any, for the
six most recent taxable years.
   (5) A copy of the limited liability company's operating agreement,
if in writing, and any amendments thereto, together with any powers
of attorney pursuant to which any written operating agreement or any
amendments thereto were executed.
   (6) Copies of the financial statements of the limited liability
company, if any, for the six most recent fiscal years.
   (7) The books and records of the limited liability company as they
relate to the internal affairs of the limited liability company for
at least the current and past four fiscal years.
   (b) Upon request of an assessor, a domestic or foreign limited
liability company owning, claiming, possessing, or controlling
property in this state subject to local assessment shall make
available at the limited liability company's principal office in
California or at the office required to be kept pursuant to
subdivision (a) of Section 17057 or at a place mutually acceptable to
the assessor and the limited liability company, a true copy of
business records relevant to the amount, cost, and value of all
property that it owns, claims, possesses, or controls within the
county.
  SEC. 48.  Section 17104 of the Corporations Code is amended to
read:
   17104.  (a) Meetings of members may be held at any place, by
electronic video screen communication or by electronic transmission
by and to the limited liability company (paragraphs (1) and (2) of
subdivision (o) of Section 17001), either within or without this
state, selected by the person or persons calling the meeting or as
may be stated in or fixed in accordance with the articles of
organization or a written operating agreement.  If no other place is
stated or so fixed, all meetings shall be held at the principal
executive office of the limited liability company.  Unless prohibited
by the articles of organization of the limited liability company, if
authorized by the operating agreement, members not physically
present in person or by proxy at a meeting of members may, by
electronic transmission by and to the limited liability company
(paragraphs (1) and (2) of subdivision (o) of Section 17001) or by
electronic video screen communication, participate in a meeting of
members, be deemed present in person or by proxy, and vote at a
meeting of members whether that meeting is to be held at a designated
place or in whole or in part by means of electronic transmission by
and to the limited liability company or by electronic video screen
communication, in accordance with subdivision (l).
   (b) A meeting of the members may be called by any manager or by
any member or members representing more than 10 percent of the
interests of members for the purpose of addressing any matters on
which the members may vote.
   (c) (1) Whenever members are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given
not less than 10 days nor more than 60 days before the date of the
meeting to each member entitled to vote at the meeting.  The notice
shall state the place, date, and hour of the meeting, the means of
electronic transmission by and to the limited liability company or
electronic video screen communication, if any, and the general nature
of the business to be transacted.  No other business may be
transacted at this meeting.
   (2) Any report or any notice of a members' meeting shall be given
personally, by electronic transmission by the limited liability
company, or by mail or other means of written communication,
addressed to the member at the address of the member appearing on the
books of the limited liability company or given by the member to the
limited liability company for the purpose of notice, or, if no
address appears or is given, at the place where the principal
executive office of the limited liability company is located or by
publication at least once in a newspaper of general circulation in
the county in which the principal executive office is located.  The
notice or report shall be deemed to have been given at the time when
delivered personally, or delivered by electronic transmission by the
limited liability company, or deposited in the mail or sent by other
means of written communication.  An affidavit of mailing or delivered
by electronic transmission by the limited liability company of any
notice or report in accordance with the provisions of this article,
executed by a manager, shall be prima facie evidence of the giving of
the notice or report.
   If any notice or report addressed to the member at the address of
the member appearing on the books of the limited liability company is
returned to the limited liability company by the United States
Postal Service marked to indicate that the United States Postal
Service is unable to deliver the notice or report to the member at
the address, all future notices or reports shall be deemed to have
been duly given without further mailing if they are available for the
member at the principal executive office of the limited liability
company for a period of one year from the date of the giving of the
notice or report to all other members.
   Notice given by electronic transmission by the limited liability
company under this subdivision shall be valid only if it complies
with paragraph (1) of subdivision (o) of Section 17001.
Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the limited liability company under this
subdivision after either of the following:
   (A) The limited liability company is unable to deliver two
consecutive notices to the member by that means.
   (B) The inability to so deliver the notices to the member becomes
known to the secretary, any assistant secretary, the transfer agent,
or other person responsible for the giving of the notice.
   (3) Upon written request to a manager by any person entitled to
call a meeting of members, the manager shall immediately cause notice
to be given to the members entitled to vote that a meeting will be
held at a time requested by the person calling the meeting, not less
than 10 days nor more than 60 days after the receipt of the request.
If the notice is not given within 20 days after receipt of the
request, the person entitled to call the meeting may give the notice
or, upon the application of that person, the superior court of the
county in which the principal executive office of the limited
liability company is located, or if the principal executive office is
not in this state, the county in which the limited liability company'
s address in this state is located, shall summarily order the giving
of the notice, after notice to the limited liability company
affording it an opportunity to be heard.  The procedure provided in
subdivision (c) of Section 305 shall apply to the application.  The
court may issue any order as may be appropriate, including, without
limitation, an order designating the time and place of the meeting,
the record date for determination of members entitled to vote, and
the form of notice.
   (d) When a members' meeting is adjourned to another time or place,
unless the articles of organization or a written operating agreement
otherwise require and, except as provided in this subdivision,
notice need not be given of the adjourned meeting if the time and
place thereof or the means of electronic transmission by and to the
limited liability company or electronic video screen communication,
if any, are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting, the limited liability company may
transact any business that may have been transacted at the original
meeting.  If the adjournment is for more than 45 days, or if after
the adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each member of
record entitled to vote at the meeting.
   (e) The actions taken at any meeting of members, however called
and noticed, and wherever held, have the same validity as if taken at
a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after
the meeting, each of the members entitled to vote, not present in
person or by proxy, provides a waiver of notice or consents to the
holding of the meeting or approves the minutes of the meeting in
writing.  All waivers, consents, and approvals shall be filed with
the limited liability company records or made a part of the minutes
of the meeting after conversion to the form in which those records or
minutes are kept.  Attendance of a person at a meeting shall
constitute a waiver of notice of the meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
Attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by this title to be included in
the notice but not so included, if the objection is expressly made at
the meeting.  Neither the business to be transacted nor the purpose
of any meeting of members need be specified in any written waiver of
notice, unless otherwise provided in the articles of organization or
operating agreement, except as provided in subdivision (g).
   (f) Members may participate in a meeting of the limited liability
company through the use of conference telephones or electronic video
screen communication, as long as all members participating in the
meeting can hear one another, or by electronic transmission by and to
the limited liability company pursuant to paragraphs (1) and (2) of
subdivision (o) of Section 17001.  Participation in a meeting
pursuant to this provision constitutes presence in person at that
meeting.
   (g) Any action approved at a meeting, other than by unanimous
approval of those entitled to vote, shall be valid only if the
general nature of the proposal so approved was stated in the notice
of meeting or in any written waiver of notice.
   (h) (1) A majority in interest of the members represented in
person or by proxy shall constitute a quorum at a meeting of members.

   (2) The members present at a duly called or held meeting at which
a quorum is present may continue to transact business until
adjournment, notwithstanding the loss of a quorum, if any action
taken after loss of a quorum, other than adjournment, is approved by
the requisite percentage of interests of members specified in this
title or in the articles of organization or a written operating
agreement.
                                                     (3) In the
absence of a quorum, any meeting of members may be adjourned from
time to time by the vote of a majority of the interests represented
either in person or by proxy, but no other business may be
transacted, except as provided in paragraph (2).
   (i) (1) Any action that may be taken at any meeting of the members
may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed and delivered to the limited
liability company within 60 days of the record date for that action
by members having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at
which all members entitled to vote thereon were present and voted.
   (2) Unless the consents of all members entitled to vote have been
solicited in writing, (A) notice of any member approval of an
amendment to the articles of organization or operating agreement, a
dissolution of the limited liability company as provided in Section
17350, or a merger of the limited liability company as provided in
Section 17551, without a meeting by less than unanimous written
consent shall be given at least 10 days before the consummation of
the action authorized by such approval, and (B) prompt notice shall
be given of the taking of any other action approved by members
without a meeting by less than unanimous written consent, to those
members entitled to vote who have not consented in writing.
   (3) Any member giving a written consent, or the member's
proxyholder, may revoke the consent personally or by proxy by a
writing received by the limited liability company prior to the time
that written consents of members having the minimum number of votes
that would be required to authorize the proposed action have been
filed with the limited liability company, but may not do so
thereafter.  This revocation is effective upon its receipt at the
office of the limited liability company required to be maintained
pursuant to Section 17057.
   (j) The use of proxies in connection with this section will be
governed in the same manner as in the case of corporations formed
under the General Corporation Law.
   (k) In order that the limited liability company may determine the
members of record entitled to notices of any meeting or to vote, or
entitled to receive any distribution or to exercise any rights in
respect of any other lawful action, a manager, or members
representing more than 10 percent of the interests of members, may
fix, in advance, a record date, that is not more than 60 days nor
less than 10 days prior to the date of the meeting and not more than
60 days prior to any other action.  If no record date is fixed:
   (1) The record date for determining members entitled to notice of
or to vote at a meeting of members shall be at the close of business
on the business day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the business day
next preceding the day on which the meeting is held.
   (2) The record date for determining members entitled to give
consent to limited liability company action in writing without a
meeting shall be the day on which the first written consent is given.

   (3) The record date for determining members for any other purpose
shall be at the close of business on the day on which the managers
adopt the resolution relating thereto, or the 60th day prior to the
date of the other action, whichever is later.
   (4) The determination of members of record entitled to notice of
or to vote at a meeting of members shall apply to any adjournment of
the meeting unless a manager or the members who called the meeting
fix a new record date for the adjourned meeting, but the manager or
the members who called the meeting shall fix a new record date if the
meeting is adjourned for more than 45 days from the date set for the
original meeting.
   (l) A meeting of the members may be conducted, in whole or in
part, by electronic transmission by and to the limited liability
company or by electronic video screen communication (1) if the
limited liability company implements reasonable measures to provide
members (in person or by proxy) a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the
members, including an opportunity to read or hear the proceedings of
the meeting substantially concurrently with those proceedings, and
(2) if any member votes or takes other action at the meeting by means
of electronic transmission to the limited liability company or
electronic video screen communication, a record of that vote or
action is maintained by the limited liability company.
  SEC. 49.  Section 17106 of the Corporations Code is amended to
read:
   17106.  (a) Upon the request of a member or a holder of an
economic interest, for purposes reasonably related to the interest of
that person as a member or a holder of an economic interest, a
manager shall promptly deliver, in writing, to the member or holder
of an economic interest, at the expense of the limited liability
company, a copy of the information required to be maintained by
paragraphs (1), (2), and (4) of subdivision (a) of Section 17058, and
any written operating agreement of the limited liability company.
   (b) Each member, manager, and holder of an economic interest has
the right upon reasonable request, for purposes reasonably related to
the interest of that person as a member, manager, or holder of an
economic interest, to each of the following:
   (1) To inspect and copy during normal business hours any of the
records required to be maintained by Section 17058.
   (2) To obtain in writing from the limited liability company
promptly after becoming available, a copy of the limited liability
company's federal, state, and local income tax or information returns
for each year.
   (c) In the case of any limited liability company with more than 35
members:
   (1) A manager shall cause an annual report to be sent to each of
the members not later than 120 days after the close of the fiscal
year.  That report, which may be sent by electronic transmission by
the limited liability company (paragraph (1) of subdivision (o) of
Section 17001), shall contain a balance sheet as of the end of the
fiscal year and an income statement and statement of changes in
financial position for the fiscal year.
   (2) Members representing at least 5 percent of the voting
interests of members, or three or more members, may make a written
request to a manager for an income statement of the limited liability
company for the initial three-month, six-month, or nine-month period
of the current fiscal year ended more than 30 days prior to the date
of the request, and a balance sheet of the limited liability company
as of the end of that period.  The statement shall be delivered or
mailed to the members within 30 days thereafter.
   (3) The financial statements referred to in this section shall be
accompanied by the report thereon, if any, of the independent
accountants engaged by the limited liability company or, if there is
no report, the certificate of a manager of the limited liability
company that the financial statements were prepared without audit
from the books and records of the limited liability company.
   (d) A manager shall promptly furnish to a member a copy of any
amendment to the articles of organization or operating agreement
executed by a manager pursuant to a power of attorney from the
member.  The articles of organization or operating agreement may be
sent by electronic transmission by the limited liability company.
   (e) The limited liability company shall send or cause information
to be sent in writing to each member or holder of an economic
interest within 90 days after the end of each taxable year such
information as is necessary to complete federal and state income tax
or information returns, and, in the case of a limited liability
company with 35 or fewer members, a copy of the limited liability
company's federal, state, and local income tax or information returns
for the year.
   (f) In addition to any other remedies, a court of competent
jurisdiction may enforce the duty of making and mailing or delivering
the information and financial statements required by this section
and, for good cause shown, may extend the time therefor.
   (g) In any action under this section, if the court finds the
failure of the limited liability company to comply with the
requirements of this section is without justification, the court may
award an amount sufficient to reimburse the person bringing the
action for the reasonable expenses incurred by that person, including
attorneys' fees, in connection with the action or proceeding.
   (h) Any waiver of the rights provided in this section shall be
unenforceable.
   (i) Any request, inspection, or copying by a member or holder of
an economic interest may be made by that person or by that person's
agent or attorney.