California Corporations Code Section 6322

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(a) Any provision of the articles or bylaws notwithstanding,
every corporation shall furnish annually to its members and directors
a statement of any transaction or indemnification of a kind
described in subdivision (d) or (e), if any such transaction or
indemnification took place.  If the corporation issues an annual
report to all members, this subdivision shall be satisfied by
including the required information in the annual report.  A
corporation which does not issue an annual report to all members,
pursuant to subdivision (c) or (d) of Section 6321, shall satisfy
this section by mailing or delivering to its members the required
statement within 120 days after the close of the corporation's fiscal
year.  Unless otherwise provided by the articles or bylaws and if
approved by the board of directors, that statement may be sent by
electronic transmission by the corporation (Section 20).
   (b) Except as provided in subdivision (c), a covered transaction
under this section is a transaction in which the corporation, its
parent, or its subsidiary was a party, and in which either of the
following had a direct or indirect material financial interest:
   (1) Any director or officer of the corporation, or its parent or
subsidiary.
   (2) Any holder of more than 10 percent of the voting power of the
corporation, its parent or its subsidiary.
   For the purpose of subdivision (d), an "interested person" is any
person described in paragraph (1) or (2) of this subdivision.
   (c) For the purpose of subdivision (b), a mere common directorship
is not a material financial interest.
   (d) The statement required by subdivision (a) shall describe
briefly:
   (1) Any covered transaction during the previous fiscal year
involving more than fifty thousand dollars ($50,000), or which was
one of a number of covered transactions in which the same interested
person had a direct or indirect material financial interest, and
which transactions in the aggregate involved more than fifty thousand
dollars ($50,000).
   (2) The names of the interested persons involved in such
transactions, stating such person's relationship to the corporation,
the nature of such person's interest in the transaction and, where
practicable, the amount of such interest; provided, that in the case
of a transaction with a partnership of which such person is a
partner, only the interest of the partnership need be stated.
   (e) The statement required by subdivision (a) shall describe
briefly the amount and circumstances of any indemnifications or
advances aggregating more than ten thousand dollars ($10,000) paid
during the fiscal year to any officer or director of the corporation
pursuant to Section 5238; provided that no such report need be made
in the case of indemnification approved by the members (Section 5034)
under paragraph (2) of subdivision (e) of Section 5238.

Last modified: July 31, 2008