BILL NUMBER: AB 285	INTRODUCED
	BILL TEXT


INTRODUCED BY   Assembly Member Tran

                        FEBRUARY 13, 2009

   An act to amend Section 20 of the Corporations Code, relating to
corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   AB 285, as introduced, Tran. Corporations: electronic
transmissions.
   Existing law provides requirements of an authorized electronic
transmission by a corporation, including without limitation, that an
electronic communication to an individual shareholder or member
satisfies the federal Electronic Signatures in Global and National
Commerce Act.
   This bill would eliminate the requirement to satisfy that federal
law and instead would require that electronic transmissions to an
individual shareholder or member who is a natural person shall be
preceded by or include a written statement containing specified
information.
   Vote: majority. Appropriation: no. Fiscal committee: no.
State-mandated local program: no.


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

  SECTION 1.  Section 20 of the Corporations Code is amended 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  under this
code  by a corporation to an individual shareholder or member
 under this code   who is a natural person 
 ,   and if an officer or director of the corporation,
only if communicated to the recipient in that person's capacity as a
shareholder or 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))   has been preceded by or includes a clear
written statement to the recipient as to (a) any right of the
recipient to have the record provided or made available on paper or
in nonelectronic form, (b) whether the consent applies only to that
transmission, to specified categories of communications, or to all
communications from the corporation, and (c) the procedures the
recipient must use to withdraw consent  .