Bill Text: CA AB457 | 2013-2014 | Regular Session | Chaptered

---

Bill Title: Shareholders.

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Passed) 2013-08-16 - Chaptered by Secretary of State - Chapter 109, Statutes of 2013. [AB457 Detail]

Download: California-2013-AB457-Chaptered.html

---

BILL NUMBER: AB 457	CHAPTERED
	BILL TEXT

	CHAPTER  109
	FILED WITH SECRETARY OF STATE  AUGUST 16, 2013
	APPROVED BY GOVERNOR  AUGUST 16, 2013
	PASSED THE SENATE  JULY 8, 2013
	PASSED THE ASSEMBLY  APRIL 11, 2013

INTRODUCED BY   Assembly Member Torres

                        FEBRUARY 19, 2013

   An act to amend Section 603 of the Corporations Code, relating to
corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   AB 457, Torres. Shareholders.
   Existing law sets forth requirements for the governance of various
business entities, including, but not limited to, corporations.
Existing law authorizes certain actions that may be taken at any
annual or special meeting of shareholders to be taken with written
consent of the shareholders outside of a meeting under specific
requirements and circumstances.
   This bill would remove a requirement that unanimous written
consent for a reorganization, as specified, be given at least 10 days
before the consummation of that action.


THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:

  SECTION 1.  Section 603 of the Corporations Code is amended to
read:
   603.  (a) Unless otherwise provided in the articles, any action
that may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if a consent
in writing, as specified in Section 195, setting forth the action so
taken, shall be provided by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to
authorize or take that action at a meeting at which all shares
entitled to vote thereon were present and voted.
   (b) Unless the consents of all shareholders entitled to vote have
been solicited in writing, both of the following shall apply:
   (1) Notice of any shareholder approval pursuant to Section 310,
317, 1152, 1201 (except for a reorganization as to which shareholders
have the right, pursuant to Chapter 13 (commencing with Section
1300) to demand payment of cash for their shares), or 2007 without a
meeting by less than unanimous written consent shall be given at
least 10 days before the consummation of the action authorized by
that approval. Notice shall be given as provided in subdivision (b)
of Section 601.
   (2) Prompt notice shall be given of the taking of any other
corporate action approved by shareholders without a meeting by less
than unanimous written consent, to those shareholders entitled to
vote who have not consented in writing. Notice shall be given as
provided in subdivision (b) of Section 601.
   (c) Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxyholders,
may revoke the consent personally or by proxy by a writing received
by the corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have been
filed with the secretary of the corporation, but may not do so
thereafter. The revocation is effective upon its receipt by the
secretary of the corporation.
   (d) Notwithstanding subdivision (a), directors may not be elected
by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors; provided that the
shareholders may elect a director to fill a vacancy, other than a
vacancy created by removal, by the written consent of a majority of
the outstanding shares entitled to vote.