SECTIONS 12460-12466

12460.  (a) Meetings of members may be held at a place within orwithout this state that is stated in or fixed in accordance with thebylaws. If no other place is so stated or fixed, meetings of membersshall be held at the principal executive office of the corporation.Unless prohibited by the bylaws of the corporation, if authorized bythe board of directors in its sole discretion, and subject to therequirement of consent in clause (b) of Section 20 and thoseguidelines and procedures as the board of directors may adopt,members not physically present in person at a meeting of members may,by electronic transmission by and to the corporation (Sections 20and 21) or by electronic video screen communication, participate in ameeting of members, be deemed present in person, and vote at ameeting of members whether that meeting is to be held at a designatedplace or in whole or in part by means of electronic transmission byand to the corporation or by electronic video screen communication,in accordance with subdivision (f). (b) A regular meeting of members shall be held annually. In anyyear in which directors are elected, the election shall be held atthe regular meeting unless the directors are chosen in some othermanner authorized by law. Any other proper business may be transactedat the meeting. (c) If a corporation fails to hold the regular meeting for aperiod of 60 days after the date designated therefor or, if no datehas been designated, for a period of 15 months after the formation ofthe corporation or after its last regular meeting, or if thecorporation fails to hold a written ballot for a period of 60 daysafter the date designated therefor, then the superior court of theproper county may summarily order the meeting to be held or theballot to be conducted upon the application of a member, after noticeto the corporation giving it an opportunity to be heard. (d) The votes represented at a meeting called or by written ballotordered pursuant to subdivision (c) and entitled to be cast on thebusiness to be transacted shall constitute a quorum, notwithstandingany provision of the articles or bylaws or in this part to thecontrary. The court may issue such orders as may be appropriateincluding, without limitation, orders designating the time and placeof the meeting, the record date for determination of members entitledto vote, and the form of notice of the meeting. (e) Special meetings of members for any lawful purpose may becalled by the board, the chairman of the board, the president, orsuch other persons, if any, as are specified in the bylaws. Inaddition, special meetings of members for any lawful purpose may becalled by 5 percent or more of the members. (f) A meeting of the members may be conducted, in whole or inpart, by electronic transmission by and to the corporation or byelectronic video screen communication (1) if the corporationimplements reasonable measures to provide members a reasonableopportunity to participate in the meeting and to vote on matterssubmitted to the members, including an opportunity to read or hearthe proceedings of the meeting concurrently with those proceedings,and (2) if any member votes or takes other action at the meeting bymeans of electronic transmission to the corporation or electronicvideo screen communication, a record of that vote or action ismaintained by the corporation. Any request by a corporation to amember pursuant to clause (b) of Section 20 for consent to conduct ameeting of members by electronic transmission by and to thecorporation, shall include a notice that absent consent of the memberpursuant to clause (b) of Section 20, the meeting shall be held at aphysical location in accordance with subdivision (a).12461.  (a) Whenever members are required or permitted to take anyaction at a meeting, a written notice of the meeting shall be givennot less than 10 nor more than 90 days before the date of the meetingto each member who, on the record date for notice of the meeting, isentitled to vote thereat; provided, however, that if notice is givenby mail, and the notice is not mailed by first-class, registered, orcertified mail, that notice shall be given not less than 20 daysbefore the meeting. Subject to subdivision (f), and subdivision (b)of Section 12462, that notice shall state the place, date and time ofthe meeting, the means of electronic transmission by and to thecorporation (Sections 20 and 21) or electronic video screencommunication, if any, by which members may participate in thatmeeting, and (1) in the case of a special meeting, the general natureof the business to be transacted, and no other business may betransacted, or (2) in the case of the regular meeting, those matterswhich the board, at the time the notice is given, intends to presentfor action by the members, but, except as provided in subdivision (b)of Section 12462, any proper matter may be presented at the meetingfor such action. The notice of any meeting at which directors are tobe elected shall include the names of all those who are nominees atthe time the notice is given to members. (b) Notice of a members' meeting or any report shall be givenpersonally, by electronic transmission by the corporation, or by mailor other means of written communication, addressed to a member atthe address of such member appearing on the books of the corporationor given by the member to the corporation for purpose of notice; orif no such address appears or is given, at the place where theprincipal office of the corporation is located or by publication atleast once in a newspaper of general circulation in the county inwhich the principal office is located. An affidavit of giving of anynotice or report in accordance with the provisions of this part,executed by the secretary, assistant secretary or any transfer agent,shall be prima facie evidence of the giving of the notice or report. If any notice or report addressed to the member at the address ofsuch member appearing on the books of the corporation is returned tothe corporation by the United States Postal Service marked toindicate the United States Postal Service is unable to deliver thenotice or report to the member at such address, all future notices orreports shall be deemed to have been duly given without furthermailing if the same shall be available for the member upon writtendemand of the member at the principal office of the corporation for aperiod of one year from the date of the giving of the notice orreport to all other members. Notice given by electronic transmission by the corporation underthis subdivision shall be valid only if it complies with Section 20.Notwithstanding the foregoing, notice shall not be given byelectronic transmission by the corporation under this subdivisionafter either of the following: (1) The corporation is unable to deliver two consecutive noticesto the member by that means. (2) The inability to so deliver the notices to the member becomesknown to the secretary, any assistant secretary, the transfer agent,or other person responsible for the giving of the notice. (c) Upon request in writing to the corporation addressed to theattention of the chairman of the board, president, vice president orsecretary by any person (other than the board) entitled to call aspecial meeting of members, the officer forthwith shall cause noticeto be given to the members entitled to vote that a meeting will beheld at a time fixed by the board not less than 35 nor more than 90days after the receipt of the request. If the notice is not givenwithin 20 days after receipt of the request, the persons entitled tocall the meeting may give the notice or the superior court of theproper county shall summarily order the giving of the notice, afternotice to the corporation giving it an opportunity to be heard. Thecourt may issue such orders as may be appropriate, including, withoutlimitation, orders designating the time and place of the meeting,the record date for determination of members entitled to vote and theform of notice. (d) When a members' meeting is adjourned to another time or place,unless the bylaws otherwise require and except as provided in thissubdivision, notice need not be given of the adjourned meeting if thetime and place thereof (or the means of electronic transmission byand to the corporation or electronic video screen communication, ifany, by which members may participate) are announced at the meetingat which the adjournment is taken. At the adjourned meeting thecorporation may transact any business which might have beentransacted at the original meeting. If the adjournment is for morethan 45 days or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall begiven to each member of record entitled to vote at the meeting. (e) The transactions of any meeting of members however called andnoticed, and wherever held, are as valid as though had at a meetingduly held after regular call and notice, if a quorum is present, andif, either before or after the meeting, each of the persons entitledto vote, not present in person, provides a waiver of notice orconsent to the holding of the meeting or an approval of the minutesthereof in writing. All such waivers, consents and approvals shall befiled with the corporate records or made a part of the minutes ofthe meeting. Attendance of a person at a meeting shall constitute awaiver of notice of and presence at such meeting, except when theperson objects, at the beginning of the meeting, to the transactionof any business because the meeting is not lawfully called orconvened and except that attendance at a meeting is not a waiver ofany right to object to the consideration of matters required by thispart to be included in the notice but not so included, if suchobjection is expressly made at the meeting. Neither the business tobe transacted at nor the purpose of any regular or special meeting ofmembers need be specified in any written waiver of notice, consentto the holding of the meeting or approval of the minutes thereof,unless otherwise provided in the articles or bylaws, except asprovided in subdivision (f). (f) Any approval of the members required under Section 12362,12364, 12373, 12502 or 12658 other than unanimous approval by thoseentitled to vote, shall be valid only if the general nature of theproposal so approved was stated in the notice of meeting or in anywritten waiver of notice. (g) A court may find that notice not given in conformity with thissection is still valid, if it was given in a fair and reasonablemanner. (h) Subject to the provisions of subdivision (i), and unlessprohibited by the articles or bylaws, prior to any regular or specialmeeting of members, the board may authorize distribution of awritten ballot to every member entitled to vote at the meeting. Suchballot shall set forth the action proposed to be taken at themeeting, shall provide an opportunity to specify approval ordisapproval of the proposed action, and shall state that unlessrevoked by the member voting in person at the meeting, the ballotwill be counted if received by the corporation on or before the timeof the meeting with respect to which it was sent. If ballots are sodistributed with respect to a meeting, the number of members votingat the meeting by unrevoked written ballots shall be deemed presentat the meeting for purposes of determining the existence of a quorumpursuant to subdivision (a) of Section 12462 but only with respect tothe proposed action referred to in the ballots. These ballots shallbe distributed in a manner consistent with the requirements ofsubdivision (b) and Section 12464. (i) Unless prohibited by the articles or bylaws, written ballotsmay be distributed in a manner contemplated by subdivision (h) withrespect to the election of directors, except that no ballots may beso distributed with respect to the election of directors ifcumulative voting is permitted pursuant to Section 12484.12462.  (a) The lesser of 250 members or members representing 5percent of the voting power, shall constitute a quorum at a meetingof members, but, subject to subdivisions (b) and (c), a bylaw may seta different quorum. Any bylaw amendment to increase the quorum maybe adopted only by approval of the members (Section 12224). If aquorum is present, the affirmative vote of the majority of the votingpower represented at the meeting, entitled to vote, and voting onany matter shall be the act of the members unless the vote of agreater number or voting by classes is required by this part or thearticles or bylaws. (b) Where a corporation is authorized to conduct a meeting with aquorum of less than one-third of the voting power, then the onlymatters that may be voted upon at any regular meeting actuallyattended by less than one-third of the voting power are mattersnotice of the general nature of which was given, pursuant to thefirst sentence of subdivision (a) of Section 12461. (c) Subject to subdivision (b), the members present at a dulycalled or held meeting at which a quorum is present may continue totransact business until adjournment notwithstanding the withdrawal ofenough members to leave less than a quorum, if any action taken(other than adjournment) is approved by at least a majority of themembers required to constitute a quorum or, if required by thisdivision or the articles or the bylaws, the vote of the greaternumber or voting by classes. (d) In the absence of a quorum, any meeting of members may beadjourned from time to time by the vote of a majority of the votesrepresented in person, but no other business may be transacted,except as provided in subdivision (c).12463.  (a) Subject to subdivision (e), and unless prohibited in thearticles or bylaws any action which may be taken at any regular orspecial meeting of members may be taken without a meeting if thecorporation distributes a written ballot to every member entitled tovote on the matter. Unless otherwise provided by the articles orbylaws and if approved by the board of directors, that ballot and anyrelated material may be sent by electronic transmission by thecorporation (Section 20) and responses may be returned to thecorporation by electronic transmission to the corporation (Section21). That ballot shall set forth the proposed action, provide anopportunity to specify approval or disapproval of any proposal, andprovide a reasonable time within which to return the ballot to thecorporation. (b) Approval by written ballot pursuant to this section shall bevalid only when the number of votes cast by ballot within the timeperiod specified equals or exceeds the quorum required to be presentat a meeting authorizing the action, and the number of approvalsequals or exceeds the number of votes that would be required toapprove at a meeting at which the total number of votes cast was thesame as the number of votes cast by ballot. (c) Ballots shall be solicited in a manner consistent with therequirements of subdivision (b) of Section 12461 and Section 12464.All such solicitations shall indicate the number of responses neededto meet the quorum requirement and, with respect to ballots otherthan for the election of directors, shall state the percentage ofapprovals necessary to pass the measure submitted. The solicitationmust specify the time by which the ballot must be received in orderto be counted. (d) Unless otherwise provided in the articles or bylaws, a writtenballot may not be revoked. (e) Directors may be elected by written ballot under this section,where authorized by the articles or bylaws, except that election bywritten ballot may not be authorized where the directors are electedby cumulative voting pursuant to Section 12484. When directors are tobe elected by written ballot and the articles or bylaws prescribe anomination procedure, the procedure may provide for a date for theclose of nominations prior to printing and distributing of thewritten ballots. (f) The secretary shall cause a vote to be taken by written ballotupon any action or recommendation proposed in writing by 20 percentof the members of the corporation.12464.  (a) Any form of written ballot distributed to 10 or moremembers of a corporation with 100 or more members shall afford anopportunity on the form of written ballot to specify a choice betweenapproval and disapproval of each matter or group of related mattersintended, at the time the written ballot is distributed, to be actedupon by such written ballot, and shall provide, subject to reasonablespecified conditions, that where the person solicited specifies achoice with respect to any such matter the vote shall be cast inaccordance therewith. (b) In any election of directors, any form of written ballot inwhich the directors to be voted upon are named therein as candidatesand which is marked by a member "withhold" or otherwise marked in amanner indicating that the authority to vote for the election ofdirectors is withheld shall not be voted for the election of adirector. (c) Failure to comply with this section shall not invalidate anycorporate action taken, but may be the basis for challenging anywritten ballot and the superior court may compel compliance therewithat the suit of any member.12465.  (a) If for any reason it is impractical or unduly difficultfor any corporation to call or conduct a meeting of its members,delegates or directors, or otherwise obtain their consent, in themanner prescribed by its articles or bylaws, or this part, then thesuperior court of the proper county, upon petition of a director,officer, delegate or member, may order that such a meeting be calledor that a written ballot or other form of obtaining the vote ofmembers, delegates or directors be authorized, in such a manner asthe court finds fair and equitable under the circumstances. (b) The court shall, in an order issued pursuant to this section,provide for a method of notice reasonably designed to give actualnotice to all parties who would be entitled to notice of a meetingheld pursuant to the articles, bylaws and this part, whether or notthe method results in actual notice to every such person, or conformsto the notice requirements that would otherwise apply. In aproceeding under this section the court may determine who the membersor directors are. (c) The order issued pursuant to this section may dispense withany requirement relating to the holding of and voting at meetings orobtaining of votes, including any requirement as to quorums or as tothe number or percentage of votes needed for approval, that wouldotherwise be imposed by the articles, bylaws, or this part. (d) Wherever practical any order issued pursuant to this sectionshall limit the subject matter of the meetings or other forms ofconsent authorized to items, including amendments to the articles orbylaws, the resolution of which will or may enable the corporation tocontinue managing its affairs without further resort to thissection. However, an order under this section may also authorize theobtaining of whatever votes and approvals are necessary for thedissolution, merger, sale of assets or reorganization of thecorporation. (e) Any meeting or other method of obtaining the vote of members,delegates or directors conducted pursuant to an order issued underthis section, and which complies with all the provisions of suchorder, is for all purposes a valid meeting or vote, as the case maybe, and shall have the same force and effect as if it complied withevery requirement imposed by the articles, bylaws, and this part.12466.  (a) If the name signed on a ballot, consent or waivercorresponds to the name of a member, the corporation if acting ingood faith is entitled to accept the ballot, consent, or waiver andgive it effect as the act of the member. (b) If the name signed on a ballot, consent, or waiver does notcorrespond to the record name of a member, the corporation if actingin good faith is nevertheless entitled to accept the vote, consent,or waiver and give it effect as the act of the member if any of thefollowing occur: (1) The member is an entity and the name signed purports to bethat of an officer or agent of the entity. (2) The name signed purports to be that of an attorney-in-fact ofthe member and if the corporation requests, evidence acceptable tothe corporation of the signatory's authority to sign for the memberhas been presented with respect to the vote, consent or waiver. (3) Two or more persons hold the membership as cotenants orfiduciaries and the name signed purports to be the name of at leastone of the coholders and the person signing appears to be acting onbehalf of all the coholders. (c) The corporation is entitled to reject a ballot, consent,waiver, or proxy appointment if the secretary or other officer oragent authorized to tabulate votes, acting in good faith, has areasonable basis for doubt concerning the validity of the signatureor the signatory's authority to sign for the member. (d) The corporation and any officer or agent thereof who acceptsor rejects a ballot, consent, waiver, or proxy appointment in goodfaith and in accordance with the standards of this section shall notbe liable in damages to the member for the consequences of theacceptance or rejection. (e) Corporate action based on the acceptance or rejection of aballot, consent, waiver, or proxy appointment under this section isvalid unless a court of competent jurisdiction determines otherwise.