BILL NUMBER: AB 2755	INTRODUCED
	BILL TEXT


INTRODUCED BY   Committee on Revenue and Taxation (Bocanegra (Chair),
Gordon, Mullin, Pan, V. Manuel Pérez, and Ting)

                        MARCH 24, 2014

   An act to amend Section 5047 of the Corporations Code, relating to
corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   AB 2755, as introduced, Committee on Revenue and Taxation.
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.
   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 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. 
A person who does not have authority to act as a member of the
governing body of the corporation, including through voting rights as
a member of the governing body, is not a director as that term is
used in this division regardless of title. However, if  
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 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.