California Legislature—2013–14 Regular Session

Assembly BillNo. 457

Introduced by Assembly Member Torres

February 19, 2013

An act to amend Section 603 of the Corporations Code, relating to corporations.


AB 457, as introduced, Torres. Shareholders.

Existing law sets forth requirements for the governance of various business entities, including, but not limited to, corporations. Existing law authorizes certain actions that may be taken at any annual or special meeting of shareholders to be taken with written consent of the shareholders outside of a meeting under specific requirements and circumstances.

This bill would remove a requirement that unanimous written consent for a reorganization, as specified, be given at least 10 days before the consummation of that action.

Vote: majority. Appropriation: no. Fiscal committee: no. State-mandated local program: no.

The people of the State of California do enact as follows:

P1    1


Section 603 of the Corporations Code is amended
2to read:



(a) Unless otherwise provided in the articles, any action
4that may be taken at any annual or special meeting of shareholders
5may be taken without a meeting and without prior notice, if a
6consent in writing, as specified in Section 195, setting forth the
P2    1action so taken, shall be provided by the holders of outstanding
2shares having not less than the minimum number of votes that
3would be necessary to authorize or take that action at a meeting
4at which all shares entitled to vote thereon were present and voted.

5(b) Unless the consents of all shareholders entitled to vote have
6been solicited in writing, both of the following shall apply:

7(1) Notice of any shareholder approval pursuant to Section 310,
8317, 1152, 1201begin insert (except for a reorganization as to which
9shareholders have the right, pursuant to Chapter 13 (commencing
10with Section 1300) to demand payment of cash for their shares)end insert
begin insert,end insert
11 or 2007 without a meeting by less than unanimous written consent
12shall be given at least 10 days before the consummation of the
13action authorized by that approval. Notice shall be given as
14provided in subdivision (b) of Section 601.

15(2) Prompt notice shall be given of the taking of any other
16corporate action approved by shareholders without a meeting by
17less than unanimous written consent, to those shareholders entitled
18to vote who have not consented in writing. Notice shall be given
19as provided in subdivision (b) of Section 601.

20(c) Any shareholder giving a written consent, or the
21shareholder’s proxyholders, or a transferee of the shares or a
22personal representative of the shareholder or their respective
23proxyholders, may revoke the consent personally or by proxy by
24a writing received by the corporation prior to the time that written
25consents of the number of shares required to authorize the proposed
26action have been filed with the secretary of the corporation, but
27may not do so thereafter. The revocation is effective upon its
28receipt by the secretary of the corporation.

29(d) Notwithstanding subdivision (a), directors may not be elected
30by written consent except by unanimous written consent of all
31shares entitled to vote for the election of directors; provided that
32the shareholders may elect a director to fill a vacancy, other than
33a vacancy created by removal, by the written consent of a majority
34of the outstanding shares entitled to vote.