Court Opinions

State Laws

US Code

US Constitution

California Corporations Code Section 7211

Legal Research Home > California Laws > Corporations Code > California Corporations Code Section 7211

(a) Unless otherwise provided in the articles or in the
bylaws, all of the following apply:
   (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 first-class mail or 48 hours' notice delivered personally
or by telephone, including a voice messaging system or by electronic
transmission by the corporation (Section 20). The articles or bylaws
may not dispense with notice of a special meeting. A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the board.
   (3) Notice of a meeting need not be given to a director who
provided a waiver of notice or 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.
These waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
   (4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place. If the
meeting is adjourned for more than 24 hours, notice of an
adjournment to another time or place shall be given prior to the time
of the adjourned meeting to the directors who were not present at
the time of the adjournment.
   (5) 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 or,
if not stated in the notice or if there is no notice, designated in
the bylaws or by resolution of the board.
   (6) Directors may participate in a meeting through use of
conference telephone, electronic video screen communication, or
electronic transmission by and to the corporation (Sections 20 and
21). Participation in a meeting through use of conference telephone
or electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting as long as all
directors participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic transmission by
and to the corporation, other than conference telephone and
electronic video screen communication, pursuant to this subdivision
constitutes presence in person at that meeting if both of the
following apply:
   (A) Each director participating in the meeting can communicate
with all of the other directors concurrently.
   (B) Each director is provided the means of participating in all
matters before the board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
   (7) A majority of the number of directors authorized in or
pursuant to the articles or bylaws constitutes a quorum of the board
for the transaction of business. The articles or bylaws may require
the presence of one or more specified directors in order to
constitute a quorum of the board to transact business, as long as the
death or nonexistence of a specified director or the death or
nonexistence of the person or persons otherwise authorized to appoint
or designate that director does not prevent the corporation from
transacting business in the normal course of events. The articles or
bylaws may not provide that a quorum shall be less than one-fifth the
number of directors authorized in or pursuant to the articles or
bylaws, or less than two, whichever is larger, unless the number of
directors authorized in or pursuant to the articles or bylaws is one,
in which case one director constitutes a quorum.
   (8) Subject to the provisions of Sections 7212, 7233, 7234, and
subdivision (e) of Section 7237 and Section 5233, insofar as it is
made applicable pursuant to Section 7238, 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. The articles or
bylaws may not provide that a lesser vote than a majority of the
directors present at a meeting is the act of the board. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that
meeting, or a greater number required by this division, the articles
or the bylaws.
   (b) An action required or permitted to be taken by the board may
be taken without a meeting if all directors individually or
collectively consent in writing to that action and if, subject to
subdivision (a) of Section 7224, the number of directors then in
office constitutes a quorum. The written consent or consents shall be
filed with the minutes of the proceedings of the board. The action
by written consent shall have the same force and effect as a
unanimous vote of the directors. For purposes of this subdivision
only, "all directors" does not include an "interested director" as
defined in subdivision (a) of Section 5233, insofar as it is made
applicable pursuant to Section 7238 or described in subdivision (a)
of Section 7233, or a "common director" as described in subdivision
(b) of Section 7233 who abstains in writing from providing consent,
where (1) the facts described in paragraph (2) or (3) of subdivision
(d) of Section 5233 are established or the provisions of paragraph
(1) or (2) of subdivision (a) of Section 7233 or in paragraph (1) or
(2) of subdivision (b) of Section 7233 are satisfied, as appropriate,
at or prior to execution of the written consent or consents; (2) the
establishment of those facts or satisfaction of those provisions, as
applicable, is included in the written consent or consents executed
by the noninterested directors or noncommon directors or in other
records of the corporation; and (3) the noninterested directors or
noncommon directors, as applicable, approve the action by a vote that
is sufficient without counting the votes of the interested directors
or common directors.
   (c) Each director shall have one vote on each matter presented to
the board of directors for action. No director may vote by proxy.
   (d) This section applies also to incorporators, to committees of
the board, and to action by those incorporators or committees mutatis
mutandis.

Last modified: February 13, 2012