California Corporations Code ARTICLE 3 - Standards of Conduct

• Section 12370.
  Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation.(Added by Stats. 1982,...
• Section 12371.
  (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 12372.
  (a) Section 12371 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors.(b) This section shall...
• Section 12373.
  (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation,...
• Section 12374.
  Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which...
• Section 12375.
  (a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer of...
• Section 12376.
  (a) Subject to the provisions of Section 12371, directors of a corporation who approve any of the following corporate actions are jointly and severally liable to...
• Section 12377.
  (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...

Last modified: October 22, 2018