BILL NUMBER: SB 248	INTRODUCED
	BILL TEXT


INTRODUCED BY   Senator Wyland

                        FEBRUARY 12, 2013

   An act to amend Section 13403 of the Corporations Code, relating
to corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   SB 248, as introduced, Wyland. Professional corporations.
   The Moscone-Knox Professional Corporation Act provides for the
formation of a corporation under the General Corporation Law for the
purposes of qualifying as a professional corporation that is engaged
in rendering professional services in a single profession, and
permits a professional corporation to render professional services
through persons who are licensed in that profession. Under the act, a
medical corporation with more than 200 shareholders may provide that
certain directors may have terms of office of up to 6 years.
   This bill would extend the maximum term of office of a medical
corporation director, as described above, to 7 years. The bill also
would make technical, nonsubstantive changes.
   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 13403 of the Corporations Code is amended to
read:
   13403.  The  provisions of the  General
Corporation Law shall apply to professional corporations, except
where  such provisions are  in conflict with or
inconsistent with  the provisions of  this part. A
professional corporation  which   that  has
only one shareholder need have only one director  ,  who
shall be  such   that  shareholder and who
shall also serve as the president and treasurer of the corporation.
The other officers of the corporation in  such  
this  situation need not be licensed persons. A professional
corporation  which   that  has only two
shareholders need have only two directors  ,  who shall be
 such   those  shareholders. The two
shareholders between them shall fill the offices of president, vice
president, secretary  ,  and treasurer.
   A professional medical corporation may establish in its articles
or bylaws the manner in which its directors are selected and removed,
their powers, duties, and compensation. Each term of office may not
exceed three years. Notwithstanding the foregoing, the articles or
bylaws of a professional medical corporation with more than 200
shareholders may provide that directors who are officers of the
corporation or who are responsible for the management of all medical
services at one or more medical centers may have terms of office, as
directors, of up to  six   seven  years;
however, no more than 50 percent of the members of the board, plus
one additional member of the board, may have  six-year
  seven-year  terms of office.