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.