BILL NUMBER: AB 2752	AMENDED
	BILL TEXT

	AMENDED IN SENATE  JUNE 29, 2004
	AMENDED IN ASSEMBLY  APRIL 28, 2004
	AMENDED IN ASSEMBLY  APRIL 14, 2004

INTRODUCED BY   Assembly Member Chu
    (Coauthor:  Senator Escutia) 

                        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   domestic corporation
or foreign corporation  , as defined, to  have in place
corporate election procedures for shareholders to recommend
candidates for election as directors.  The bill would require these
corporations to  file a copy of  these 
 its corporate election  procedures with the Secretary of
State, 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 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 interstate  
   301.2.  (a) For purposes of this section, the following
definitions shall apply:
   (1) "Corporate election procedures" means those portions of the
corporation's articles of incorporation and bylaws that relate to the
nomination and election of the corporation's directors.
   (2) "Publicly traded domestic corporation or foreign corporation"
means a corporation that is an issuer, as defined in Section 3 of the
Securities Exchange Act of 1934 as amended (15 U.S.C. Section 78c),
and has at least one class of securities listed or admitted for
trading on a national securities exchange or on the National or
Small-Cap Markets of the NASDAQ Stock Market or on the OTC-Bulletin
Board or on the electronic service operated by Pink Sheets, LLC.
This term does not include a foreign association.
   (b) A publicly traded domestic corporation or foreign corporation
qualified to transact intrastate  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)  
   (c)  A corporation described in subdivision (c) shall make
available a copy of its corporate election procedures to a
shareholder upon receipt of a written request from the shareholder
 to   by  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.