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California Corporations Code Section 600

Legal Research Home > California Laws > Corporations Code > California Corporations Code Section 600

(a) Meetings of shareholders may be held at any place within
or without this state as may be stated in or fixed in accordance with
the bylaws. If no other place is stated or so fixed, shareholder
meetings shall be held at the principal executive office of the
corporation. Unless prohibited by the bylaws of the corporation, if
authorized by the board of directors in its sole discretion, and
subject to the requirement of consent in clause (b) of Section 20 and
those guidelines and procedures as the board of directors may adopt,
shareholders not physically present in person or by proxy at a
meeting of shareholders may, by electronic transmission by and to the
corporation (Sections 20 and 21) or by electronic video screen
communication, participate in a meeting of shareholders, be deemed
present in person or by proxy, and vote at a meeting of shareholders
whether that meeting is to be held at a designated place or in whole
or in part by means of electronic transmission by and to the
corporation or by electronic video screen communication, in
accordance with subdivision (e).
   (b) An annual meeting of shareholders shall be held for the
election of directors on a date and at a time stated in or fixed in
accordance with the bylaws. However, if the corporation is a
regulated management company, a meeting of shareholders shall be held
as required by the Federal Investment Company Act of 1940 (15 U.S.C.
Sec. 80a-1, et seq.). Any other proper business may be transacted at
the annual meeting. For purposes of this subdivision, "regulated
management company" means a regulated investment company as defined
in Section 851 of the federal Internal Revenue Code.
   (c) If there is a failure to hold the annual meeting for a period
of 60 days after the date designated therefor or, if no date has been
designated, for a period of 15 months after the organization of the
corporation or after its last annual meeting, the superior court of
the proper county may summarily order a meeting to be held upon the
application of any shareholder after notice to the corporation giving
it an opportunity to be heard. The shares represented at the
meeting, either in person or by proxy, and entitled to vote thereat
shall constitute a quorum for the purpose of the meeting,
notwithstanding any provision of the articles or bylaws or in this
division to the contrary. The court may issue any orders as may be
appropriate, including, without limitation, orders designating the
time and place of the meeting, the record date for determination of
shareholders entitled to vote, and the form of notice of the meeting.
   (d) Special meetings of the shareholders may be called by the
board, the chairperson of the board, the president, the holders of
shares entitled to cast not less than 10 percent of the votes at the
meeting, or any additional persons as may be provided in the articles
or bylaws.
   (e) A meeting of the shareholders may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide shareholders (in person or
by proxy) a reasonable opportunity to participate in the meeting and
to vote on matters submitted to the shareholders, including an
opportunity to read or hear the proceedings of the meeting
concurrently with those proceedings, and (2) if any shareholder votes
or takes other action at the meeting by means of electronic
transmission to the corporation or electronic video screen
communication, a record of that vote or action is maintained by the
corporation. Any request by a corporation to a shareholder pursuant
to clause (b) of Section 20 for consent to conduct a meeting of
shareholders by electronic transmission by and to the corporation
shall include a notice that, absent consent of the shareholder
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).

Last modified: February 13, 2012