California Corporations Code CHAPTER 3 - Directors and Management

• Section 300.
  (a) Subject to the provisions of this division and any limitations in the articles relating to action required to be approved by the shareholders (Section 153)...
• Section 301.
  (a)  Except as provided in Section 301.5, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting....
• Section 301.5.
  (a) A listed corporation may, by amendment of its articles or bylaws, adopt provisions to divide the board of directors into two or three classes to...
• Section 301.7.
  (a) A listed corporation engaged in business limited to the operation and maintenance of a recreation venture having golf and tennis facilities and ancillary dining and...
• Section 301.9.
  Notwithstanding Section 301, a mutual water company organized under this division may elect directors to serve staggered four-year terms if authorized in the corporation’s articles...
• Section 302.
  The board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of...
• Section 303.
  (a) Any or all of the directors may be removed without cause if the removal is approved by the outstanding shares (Section 152), subject to the...
• Section 304.
  The superior court of the proper county may, at the suit of shareholders holding at least 10 percent of the number of outstanding shares of...
• Section 305.
  (a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may...
• Section 306.
  If (a) a corporation has not issued shares and all the directors resign, die, or become incompetent, or (b) a corporation’s initial directors have not...
• Section 307.
  (a) Unless otherwise provided in the articles or, subject to paragraph (5) of subdivision (a) of Section 204, in the bylaws, all of the following apply:(1) Meetings...
• Section 308.
  (a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that...
• Section 309.
  (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may...
• Section 310.
  (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any corporation, firm or association...
• Section 311.
  The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or...
• Section 312.
  (a) A corporation shall have (1) a chairperson of the board, who may be given the title of chair of the board, chairperson of the board,...
• Section 313.
  Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction statement or written statement,...
• Section 314.
  The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
• Section 315.
  (a) A corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer of the corporation or...
• Section 316.
  (a) Subject to the provisions of Section 309, directors of a corporation who approve any of the following corporate actions shall be jointly and severally liable...
• Section 317.
  (a) For the purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or...
• Section 318.
  (a) The Secretary of State shall develop and maintain a registry of distinguished women and minorities who are available to serve on corporate boards of directors....

Last modified: October 22, 2018