BILL NUMBER: AB 2755	CHAPTERED
	BILL TEXT

	CHAPTER  914
	FILED WITH SECRETARY OF STATE  SEPTEMBER 30, 2014
	APPROVED BY GOVERNOR  SEPTEMBER 30, 2014
	PASSED THE SENATE  AUGUST 28, 2014
	PASSED THE ASSEMBLY  MAY 19, 2014
	AMENDED IN ASSEMBLY  MAY 13, 2014

INTRODUCED BY   Assembly Member Bocanegra

                        MARCH 24, 2014

   An act to amend Section 5047 of the Corporations Code, relating to
corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   AB 2755, Bocanegra. Nonprofit corporations: directors.
   The Nonprofit Corporation Law, among other things, regulates the
organization and operation of nonprofit public benefit corporations,
nonprofit mutual benefit corporations, and nonprofit religious
corporations and defines terms for its purposes, including, but not
limited to, the term "director."
   This bill would clarify the meaning of "director" does not include
a person who does not have the authority to vote as a member of the
governing body.


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

  SECTION 1.  Section 5047 of the Corporations Code is amended to
read:
   5047.  Except where otherwise expressly provided, "directors"
means natural persons, designated in the articles or bylaws or
elected by the incorporators, and their successors and natural
persons designated, elected or appointed by any other name or title
to act as members of the governing body of the corporation. If the
articles or bylaws designate that a natural person is a director or a
member of the governing body of the corporation by reason of
occupying a specified position within the corporation or outside the
corporation, without limiting that person's right to vote as a member
of the governing body, that person shall be a director for all
purposes and shall have the same rights and obligations, including
voting rights, as the other directors. A person who does not have
authority to vote as a member of the governing body of the
corporation, is not a director as that term is used in this division
regardless of title.