BILL NUMBER: AB 2158	ENROLLED
	BILL TEXT

	PASSED THE SENATE  JULY 1, 2010
	PASSED THE ASSEMBLY  JUNE 1, 2010
	AMENDED IN ASSEMBLY  MAY 18, 2010
	AMENDED IN ASSEMBLY  APRIL 22, 2010

INTRODUCED BY   Assembly Member Hagman

                        FEBRUARY 18, 2010

   An act to amend and repeal Section 307 of the Corporations Code,
relating to corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   AB 2158, Hagman. Corporations.
   Existing law, the General Corporation Law, provides that an action
required or permitted to be taken by the board of a corporation may
be taken without a meeting if all members of the board consent in
writing to that action. Existing law, until January 1, 2011, provides
that "all members of the board" includes an "interested director" or
a "common director" who abstains in writing from providing consent
if specified disclosures have been made to certain directors, the
disclosures are included in the written consent, and these directors
approve the action by a specified vote.
   This bill would extend the operation of that provision
indefinitely.


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

  SECTION 1.  Section 307 of the Corporations Code, as amended by
Section 1 of Chapter 102 of the Statutes of 2005, 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 and if
the number of members of the board serving at the time constitutes a
quorum. The written consent or consents shall be filed with the
minutes of the proceedings of the board. For purposes of this
subdivision only, "all members of the board" shall include an
"interested director" as described in subdivision (a) of Section 310
or a "common director" as described in subdivision (b) of Section 310
who abstains in writing from providing consent, where the
disclosures required by Section 310 have been made to the
noninterested or noncommon directors, as applicable, prior to their
execution of the written consent or consents, the specified
disclosures are conspicuously included in the written consent or
consents executed by the noninterested or noncommon directors, and
the noninterested or noncommon directors, as applicable, approve the
action by a vote that is sufficient without counting the votes of the
interested or common directors. If written consent is provided by
the directors in accordance with the immediately preceding sentence
and the disclosures made regarding the action that is the subject of
the consent do not comply with the requirements of Section 310, the
action that is the subject of the consent shall be deemed approved,
but in any suit brought to challenge the action, the party asserting
the validity of the action shall have the burden of proof in
establishing that the action was just and reasonable to the
corporation at the time it was approved.
   (c) This section applies also to committees of the board and
incorporators and action by those committees and incorporators,
mutatis mutandis.
  SEC. 2.  Section 307 of the Corporations Code, as added by Section
2 of Chapter 102 of the Statutes of 2005, is repealed.