BILL ANALYSIS
AB 2158
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ASSEMBLY THIRD READING
AB 2158 (Hagman)
As Amended May 18, 2010
Majority vote
BANKING & FINANCE 11-0
--------------------------------
|Ayes:|Eng, Niello, Gaines, |
| |Fong, Fuentes, Harkey, |
| |Mendoza, Nava, Ruskin, |
| |Torres, Tran |
| | |
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SUMMARY : Deletes the sunset date on provisions regarding
corporate bylaws. Specifically, this bill would extend the
current requirements concerning corporate bylaws that apply to
the following:
1)Meetings of the board may be called by the chair of the board
or the president or any vice president or the secretary or any
two directors.
2)Regular meetings of the board may be held without notice if
the time and place of the meetings are fixed by the bylaws or
the board. Special meetings of the board shall be held upon
four days' notice by mail or 48 hours' notice delivered
personally or by telephone, including a voice messaging system
or by electronic transmission.
3)Notice of a meeting need not be given to a director who
provides a waiver of notice or a consent to holding the
meeting or an approval of the minutes thereof in writing,
whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its
commencement, the lack of notice to that director.
4)Waivers, consents and approvals of meetings shall be filed
with the corporate records or made a part of the minutes of
the meeting.
5)A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.
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6)Meetings of the board may be held at a place within or without
the state that has been designated in the notice of the
meeting.
7)Members of the board may participate in a meeting through use
of conference telephone, electronic video screen
communication, or electronic transmission by and to the
corporation
8)A majority of the authorized number of directors constitutes a
quorum of the board for the transaction of business.
9)An act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is
the act of the board.
10)An action required or permitted to be taken by the board may
be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action
and if the number of members of the board serving at the time
constitutes a quorum.
EXISTING LAW :
1)Defines a "close corporation" as a corporation whose articles
contain a provision that all of the corporation's issued
shares of all classes shall be held of record by not more than
a specified number of persons, not exceeding 35, and a
statement "This corporation is a close corporation."
[Corporations Code Section 158]
2)Provides that a close corporation ceases to be a close
corporation upon the filing of a specified amendment to its
articles or under certain circumstances as a result of a
specified transfer of share. [Corporations Code Section 158]
3)Provides any attempted voluntary inter vivos transfer of the
shares of a close corporation resulting in the number of
holders of record of its shares exceeding the maximum
specified in the articles is void if the certificate contains
a specified legend. [Corporations Code Section 158]
4)Establishes that an involuntary dissolution of a close
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corporation requires a verified complaint to be filed by any
shareholder of a close corporation. [Corporations Code
Section 158]
FISCAL EFFECT : None
COMMENTS : AB 2158, sponsored by the Business Law Section of the
California State Bar, seeks to eliminate a sunset date on
provisions that apply to corporate bylaws.
Analysis Prepared by : Mark Farouk / B. & F. / (916) 319-3081
FN: 0004454