BILL NUMBER: AB 2752	AMENDED
	BILL TEXT

	AMENDED IN ASSEMBLY  APRIL 28, 2004
	AMENDED IN ASSEMBLY  APRIL 14, 2004

INTRODUCED BY   Assembly Member Chu

                        FEBRUARY 20, 2004

   An act to add Section 301.2 to the Corporations Code, relating to
corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   AB 2752, as amended, Chu.  Corporations:  elections.
   Existing law, the General Corporation Law, generally provides for
the election of a corporation's directors at its annual shareholders'
meeting.
   This bill would require a corporation that is a publicly traded
company, as defined, to have in place corporate election procedures
for shareholders to  nominate   recommend 
candidates for election as directors.  The bill would require these
corporations to file a copy of these procedures with the Secretary of
State,  to post them on the corporation's Internet Web site,
 and to make them available to a shareholder upon his or
her  written  request  to the corporation's investor
relations department.  The bill would require a domestic corporation
to post its procedures on the corporation's Internet Web site if it
has a Web site  .
   Vote:  majority.  Appropriation:  no.  Fiscal committee:  yes.
State-mandated local program:  no.


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


  SECTION 1.  This act shall be known  ,  and may be
cited as  ,  the Corporate Elections Fairness Act
of 2004.
  SEC. 2.  Section 301.2 is added to the Corporations Code, to read:

   301.2.  (a) If a corporation is publicly traded company, it shall
have in place a process for its shareholders to  nominate
  recommend  a candidate or candidates for election
as directors.  This process shall be known as its corporate election
procedures.
   (b) For purposes of this section, "publicly traded company" or
"company" means an issuer, as defined in paragraph (8) of subsection
(a) of Section 78c of Title 15 of the United States Code, that meets
either of the following requirements:
   (1) Its securities are registered under Section 78l of Title 15 of
the United States Code.
   (2) It is required to file reports under subsection (d) of Section
78o of Title 15 of the United States Code.
   (c) A domestic corporation or foreign corporation, other than a
foreign association, qualified to transact  intrastate
  interstate  business shall file a copy of its
corporate election procedures with the Secretary of State within 120
days after the end of its 2004-05 fiscal year or within 120 days of
the effective date of this section, whichever is later, and again
whenever the corporate election procedures are changed or amended.
   (d) A corporation described in subdivision (c) shall make
available a copy of its corporate election procedures to a 
shareholder, upon the shareholder's request, and shall post its
corporate election procedures on the corporation's Internet Web site.
  shareholder upon receipt of a written request from
the shareholder to the investor relations department of the
corporation.
   (e) A domestic corporation, if the corporation has an Internet Web
site, shall post its corporate elections procedures on the
corporation's Internet Web site.