12460. (a) Meetings of members may be held at a place within or
without this state that is stated in or fixed in accordance with the
bylaws. If no other place is so stated or fixed, meetings of members
shall be held at the principal executive office of the corporation.
Unless prohibited by the bylaws of the corporation, if authorized by
the board of directors in its sole discretion, and subject to the
requirement of consent in clause (b) of Section 20 and those
guidelines 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 20
and 21) or by electronic video screen communication, participate in a
meeting of members, be deemed present in person, and vote at a
meeting of members whether that meeting is to be held at a designated
place or in whole or in part by means of electronic transmission by
and 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 any
year in which directors are elected, the election shall be held at
the regular meeting unless the directors are chosen in some other
manner authorized by law. Any other proper business may be transacted
at the meeting.
(c) If a corporation fails to hold the regular meeting for a
period of 60 days after the date designated therefor or, if no date
has been designated, for a period of 15 months after the formation of
the corporation or after its last regular meeting, or if the
corporation fails to hold a written ballot for a period of 60 days
after the date designated therefor, then the superior court of the
proper county may summarily order the meeting to be held or the
ballot to be conducted upon the application of a member, after notice
to the corporation giving it an opportunity to be heard.
(d) The votes represented at a meeting called or by written ballot
ordered pursuant to subdivision (c) and entitled to be cast on the
business to be transacted shall constitute a quorum, notwithstanding
any provision of the articles or bylaws or in this part to the
contrary. The court may issue such orders as may be appropriate
including, without limitation, orders designating the time and place
of the meeting, the record date for determination of members entitled
to vote, and the form of notice of the meeting.
(e) Special meetings of members for any lawful purpose may be
called by the board, the chairman of the board, the president, or
such other persons, if any, as are specified in the bylaws. In
addition, special meetings of members for any lawful purpose may be
called by 5 percent or more of the members.
(f) A meeting of the members may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide members a reasonable
opportunity to participate in the meeting and to vote on matters
submitted to the members, including an opportunity to read or hear
the proceedings of the meeting concurrently with those proceedings,
and (2) if any member votes or takes other action at the meeting by
means of electronic transmission to the corporation or electronic
video screen communication, a record of that vote or action is
maintained by the corporation. Any request by a corporation to a
member pursuant to clause (b) of Section 20 for consent to conduct a
meeting of members by electronic transmission by and to the
corporation, shall include a notice that absent consent of the member
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).
12461. (a) Whenever members are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given
not less than 10 nor more than 90 days before the date of the meeting
to each member who, on the record date for notice of the meeting, is
entitled to vote thereat; provided, however, that if notice is given
by mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given not less than 20 days
before the meeting. Subject to subdivision (f), and subdivision (b)
of Section 12462, that notice shall state the place, date and time of
the meeting, the means of electronic transmission by and to the
corporation (Sections 20 and 21) or electronic video screen
communication, if any, by which members may participate in that
meeting, and (1) in the case of a special meeting, the general nature
of the business to be transacted, and no other business may be
transacted, or (2) in the case of the regular meeting, those matters
which the board, at the time the notice is given, intends to present
for action by the members, but, except as provided in subdivision (b)
of Section 12462, any proper matter may be presented at the meeting
for such action. The notice of any meeting at which directors are to
be elected shall include the names of all those who are nominees at
the time the notice is given to members.
(b) Notice of a members' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by mail
or other means of written communication, addressed to a member at
the address of such member appearing on the books of the corporation
or given by the member to the corporation for purpose of notice; or
if no such address appears or is given, at the place where the
principal office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in
which the principal office is located. An affidavit of giving of any
notice 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 of
such member appearing on the books of the corporation is returned to
the corporation by the United States Postal Service marked to
indicate the United States Postal Service is unable to deliver the
notice or report to the member at such address, all future notices or
reports shall be deemed to have been duly given without further
mailing if the same shall be available for the member upon written
demand of the member at the principal office of the corporation for a
period of one year from the date of the giving of the notice or
report to all other members.
Notice given by electronic transmission by the corporation under
this subdivision shall be valid only if it complies with Section 20.
Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the corporation under this subdivision
after either of the following:
(1) The corporation is unable to deliver two consecutive notices
to the member by that means.
(2) The inability to so deliver the notices to the member becomes
known 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 the
attention of the chairman of the board, president, vice president or
secretary by any person (other than the board) entitled to call a
special meeting of members, the officer forthwith shall cause notice
to be given to the members entitled to vote that a meeting will be
held at a time fixed by the board not less than 35 nor more than 90
days after the receipt of the request. If the notice is not given
within 20 days after receipt of the request, the persons entitled to
call the meeting may give the notice or the superior court of the
proper county shall summarily order the giving of the notice, after
notice to the corporation giving it an opportunity to be heard. The
court may issue such orders as may be appropriate, including, without
limitation, orders designating the time and place of the meeting,
the record date for determination of members entitled to vote and the
form of notice.
(d) When a members' meeting is adjourned to another time or place,
unless the bylaws otherwise require and except as provided in this
subdivision, notice need not be given of the adjourned meeting if the
time and place thereof (or the means of electronic transmission by
and to the corporation or electronic video screen communication, if
any, by which members may participate) are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more
than 45 days or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be
given to each member of record entitled to vote at the meeting.
(e) The transactions of any meeting of members however called and
noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present, and
if, either before or after the meeting, each of the persons entitled
to vote, not present in person, provides a waiver of notice or
consent to the holding of the meeting or an approval of the minutes
thereof in writing. All such waivers, consents and approvals shall be
filed with the corporate records or made a part of the minutes of
the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the
person objects, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by this
part to be included in the notice but not so included, if such
objection is expressly made at the meeting. Neither the business to
be transacted at nor the purpose of any regular or special meeting of
members need be specified in any written waiver of notice, consent
to the holding of the meeting or approval of the minutes thereof,
unless otherwise provided in the articles or bylaws, except as
provided in subdivision (f).
(f) Any approval of the members required under Section 12362,
12364, 12373, 12502 or 12658 other than unanimous approval by those
entitled to vote, shall be valid only if the general nature of the
proposal so approved was stated in the notice of meeting or in any
written waiver of notice.
(g) A court may find that notice not given in conformity with this
section is still valid, if it was given in a fair and reasonable
manner.
(h) Subject to the provisions of subdivision (i), and unless
prohibited by the articles or bylaws, prior to any regular or special
meeting of members, the board may authorize distribution of a
written ballot to every member entitled to vote at the meeting. Such
ballot shall set forth the action proposed to be taken at the
meeting, shall provide an opportunity to specify approval or
disapproval of the proposed action, and shall state that unless
revoked by the member voting in person at the meeting, the ballot
will be counted if received by the corporation on or before the time
of the meeting with respect to which it was sent. If ballots are so
distributed with respect to a meeting, the number of members voting
at the meeting by unrevoked written ballots shall be deemed present
at the meeting for purposes of determining the existence of a quorum
pursuant to subdivision (a) of Section 12462 but only with respect to
the proposed action referred to in the ballots. These ballots shall
be distributed in a manner consistent with the requirements of
subdivision (b) and Section 12464.
(i) Unless prohibited by the articles or bylaws, written ballots
may be distributed in a manner contemplated by subdivision (h) with
respect to the election of directors, except that no ballots may be
so distributed with respect to the election of directors if
cumulative voting is permitted pursuant to Section 12484.
12462. (a) The lesser of 250 members or members representing 5
percent of the voting power, shall constitute a quorum at a meeting
of members, but, subject to subdivisions (b) and (c), a bylaw may set
a different quorum. Any bylaw amendment to increase the quorum may
be adopted only by approval of the members (Section 12224). If a
quorum is present, the affirmative vote of the majority of the voting
power represented at the meeting, entitled to vote, and voting on
any matter shall be the act of the members unless the vote of a
greater number or voting by classes is required by this part or the
articles or bylaws.
(b) Where a corporation is authorized to conduct a meeting with a
quorum of less than one-third of the voting power, then the only
matters that may be voted upon at any regular meeting actually
attended by less than one-third of the voting power are matters
notice of the general nature of which was given, pursuant to the
first sentence of subdivision (a) of Section 12461.
(c) Subject to subdivision (b), the members present at a duly
called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of
enough members to leave less than a quorum, if any action taken
(other than adjournment) is approved by at least a majority of the
members required to constitute a quorum or, if required by this
division or the articles or the bylaws, the vote of the greater
number or voting by classes.
(d) In the absence of a quorum, any meeting of members may be
adjourned from time to time by the vote of a majority of the votes
represented 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 the
articles or bylaws any action which may be taken at any regular or
special meeting of members may be taken without a meeting if the
corporation distributes a written ballot to every member entitled to
vote on the matter. Unless otherwise provided by the articles or
bylaws and if approved by the board of directors, that ballot and any
related material may be sent by electronic transmission by the
corporation (Section 20) and responses may be returned to the
corporation by electronic transmission to the corporation (Section
21). That ballot shall set forth the proposed action, provide an
opportunity to specify approval or disapproval of any proposal, and
provide a reasonable time within which to return the ballot to the
corporation.
(b) Approval by written ballot pursuant to this section shall be
valid only when the number of votes cast by ballot within the time
period specified equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required to
approve at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
(c) Ballots shall be solicited in a manner consistent with the
requirements of subdivision (b) of Section 12461 and Section 12464.
All such solicitations shall indicate the number of responses needed
to meet the quorum requirement and, with respect to ballots other
than for the election of directors, shall state the percentage of
approvals necessary to pass the measure submitted. The solicitation
must specify the time by which the ballot must be received in order
to be counted.
(d) Unless otherwise provided in the articles or bylaws, a written
ballot 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 by
written ballot may not be authorized where the directors are elected
by cumulative voting pursuant to Section 12484. When directors are to
be elected by written ballot and the articles or bylaws prescribe a
nomination procedure, the procedure may provide for a date for the
close of nominations prior to printing and distributing of the
written ballots.
(f) The secretary shall cause a vote to be taken by written ballot
upon any action or recommendation proposed in writing by 20 percent
of the members of the corporation.
12464. (a) Any form of written ballot distributed to 10 or more
members of a corporation with 100 or more members shall afford an
opportunity on the form of written ballot to specify a choice between
approval and disapproval of each matter or group of related matters
intended, at the time the written ballot is distributed, to be acted
upon by such written ballot, and shall provide, subject to reasonable
specified conditions, that where the person solicited specifies a
choice with respect to any such matter the vote shall be cast in
accordance therewith.
(b) In any election of directors, any form of written ballot in
which the directors to be voted upon are named therein as candidates
and which is marked by a member "withhold" or otherwise marked in a
manner indicating that the authority to vote for the election of
directors is withheld shall not be voted for the election of a
director.
(c) Failure to comply with this section shall not invalidate any
corporate action taken, but may be the basis for challenging any
written ballot and the superior court may compel compliance therewith
at the suit of any member.
12465. (a) If for any reason it is impractical or unduly difficult
for any corporation to call or conduct a meeting of its members,
delegates or directors, or otherwise obtain their consent, in the
manner prescribed by its articles or bylaws, or this part, then the
superior court of the proper county, upon petition of a director,
officer, delegate or member, may order that such a meeting be called
or that a written ballot or other form of obtaining the vote of
members, delegates or directors be authorized, in such a manner as
the 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 actual
notice to all parties who would be entitled to notice of a meeting
held pursuant to the articles, bylaws and this part, whether or not
the method results in actual notice to every such person, or conforms
to the notice requirements that would otherwise apply. In a
proceeding under this section the court may determine who the members
or directors are.
(c) The order issued pursuant to this section may dispense with
any requirement relating to the holding of and voting at meetings or
obtaining of votes, including any requirement as to quorums or as to
the number or percentage of votes needed for approval, that would
otherwise be imposed by the articles, bylaws, or this part.
(d) Wherever practical any order issued pursuant to this section
shall limit the subject matter of the meetings or other forms of
consent authorized to items, including amendments to the articles or
bylaws, the resolution of which will or may enable the corporation to
continue managing its affairs without further resort to this
section. However, an order under this section may also authorize the
obtaining of whatever votes and approvals are necessary for the
dissolution, merger, sale of assets or reorganization of the
corporation.
(e) Any meeting or other method of obtaining the vote of members,
delegates or directors conducted pursuant to an order issued under
this section, and which complies with all the provisions of such
order, is for all purposes a valid meeting or vote, as the case may
be, and shall have the same force and effect as if it complied with
every requirement imposed by the articles, bylaws, and this part.
12466. (a) If the name signed on a ballot, consent or waiver
corresponds to the name of a member, the corporation if acting in
good faith is entitled to accept the ballot, consent, or waiver and
give it effect as the act of the member.
(b) If the name signed on a ballot, consent, or waiver does not
correspond to the record name of a member, the corporation if acting
in 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 the
following occur:
(1) The member is an entity and the name signed purports to be
that of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact of
the member and if the corporation requests, evidence acceptable to
the corporation of the signatory's authority to sign for the member
has been presented with respect to the vote, consent or waiver.
(3) Two or more persons hold the membership as cotenants or
fiduciaries and the name signed purports to be the name of at least
one of the coholders and the person signing appears to be acting on
behalf of all the coholders.
(c) The corporation is entitled to reject a ballot, consent,
waiver, or proxy appointment if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has a
reasonable basis for doubt concerning the validity of the signature
or the signatory's authority to sign for the member.
(d) The corporation and any officer or agent thereof who accepts
or rejects a ballot, consent, waiver, or proxy appointment in good
faith and in accordance with the standards of this section shall not
be liable in damages to the member for the consequences of the
acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a
ballot, consent, waiver, or proxy appointment under this section is
valid unless a court of competent jurisdiction determines otherwise.
12460. (a) Meetings of members may be held at a place within or
without this state that is stated in or fixed in accordance with the
bylaws. If no other place is so stated or fixed, meetings of members
shall be held at the principal executive office of the corporation.
Unless prohibited by the bylaws of the corporation, if authorized by
the board of directors in its sole discretion, and subject to the
requirement of consent in clause (b) of Section 20 and those
guidelines 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 20
and 21) or by electronic video screen communication, participate in a
meeting of members, be deemed present in person, and vote at a
meeting of members whether that meeting is to be held at a designated
place or in whole or in part by means of electronic transmission by
and 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 any
year in which directors are elected, the election shall be held at
the regular meeting unless the directors are chosen in some other
manner authorized by law. Any other proper business may be transacted
at the meeting.
(c) If a corporation fails to hold the regular meeting for a
period of 60 days after the date designated therefor or, if no date
has been designated, for a period of 15 months after the formation of
the corporation or after its last regular meeting, or if the
corporation fails to hold a written ballot for a period of 60 days
after the date designated therefor, then the superior court of the
proper county may summarily order the meeting to be held or the
ballot to be conducted upon the application of a member, after notice
to the corporation giving it an opportunity to be heard.
(d) The votes represented at a meeting called or by written ballot
ordered pursuant to subdivision (c) and entitled to be cast on the
business to be transacted shall constitute a quorum, notwithstanding
any provision of the articles or bylaws or in this part to the
contrary. The court may issue such orders as may be appropriate
including, without limitation, orders designating the time and place
of the meeting, the record date for determination of members entitled
to vote, and the form of notice of the meeting.
(e) Special meetings of members for any lawful purpose may be
called by the board, the chairman of the board, the president, or
such other persons, if any, as are specified in the bylaws. In
addition, special meetings of members for any lawful purpose may be
called by 5 percent or more of the members.
(f) A meeting of the members may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide members a reasonable
opportunity to participate in the meeting and to vote on matters
submitted to the members, including an opportunity to read or hear
the proceedings of the meeting concurrently with those proceedings,
and (2) if any member votes or takes other action at the meeting by
means of electronic transmission to the corporation or electronic
video screen communication, a record of that vote or action is
maintained by the corporation. Any request by a corporation to a
member pursuant to clause (b) of Section 20 for consent to conduct a
meeting of members by electronic transmission by and to the
corporation, shall include a notice that absent consent of the member
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).
12461. (a) Whenever members are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given
not less than 10 nor more than 90 days before the date of the meeting
to each member who, on the record date for notice of the meeting, is
entitled to vote thereat; provided, however, that if notice is given
by mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given not less than 20 days
before the meeting. Subject to subdivision (f), and subdivision (b)
of Section 12462, that notice shall state the place, date and time of
the meeting, the means of electronic transmission by and to the
corporation (Sections 20 and 21) or electronic video screen
communication, if any, by which members may participate in that
meeting, and (1) in the case of a special meeting, the general nature
of the business to be transacted, and no other business may be
transacted, or (2) in the case of the regular meeting, those matters
which the board, at the time the notice is given, intends to present
for action by the members, but, except as provided in subdivision (b)
of Section 12462, any proper matter may be presented at the meeting
for such action. The notice of any meeting at which directors are to
be elected shall include the names of all those who are nominees at
the time the notice is given to members.
(b) Notice of a members' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by mail
or other means of written communication, addressed to a member at
the address of such member appearing on the books of the corporation
or given by the member to the corporation for purpose of notice; or
if no such address appears or is given, at the place where the
principal office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in
which the principal office is located. An affidavit of giving of any
notice 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 of
such member appearing on the books of the corporation is returned to
the corporation by the United States Postal Service marked to
indicate the United States Postal Service is unable to deliver the
notice or report to the member at such address, all future notices or
reports shall be deemed to have been duly given without further
mailing if the same shall be available for the member upon written
demand of the member at the principal office of the corporation for a
period of one year from the date of the giving of the notice or
report to all other members.
Notice given by electronic transmission by the corporation under
this subdivision shall be valid only if it complies with Section 20.
Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the corporation under this subdivision
after either of the following:
(1) The corporation is unable to deliver two consecutive notices
to the member by that means.
(2) The inability to so deliver the notices to the member becomes
known 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 the
attention of the chairman of the board, president, vice president or
secretary by any person (other than the board) entitled to call a
special meeting of members, the officer forthwith shall cause notice
to be given to the members entitled to vote that a meeting will be
held at a time fixed by the board not less than 35 nor more than 90
days after the receipt of the request. If the notice is not given
within 20 days after receipt of the request, the persons entitled to
call the meeting may give the notice or the superior court of the
proper county shall summarily order the giving of the notice, after
notice to the corporation giving it an opportunity to be heard. The
court may issue such orders as may be appropriate, including, without
limitation, orders designating the time and place of the meeting,
the record date for determination of members entitled to vote and the
form of notice.
(d) When a members' meeting is adjourned to another time or place,
unless the bylaws otherwise require and except as provided in this
subdivision, notice need not be given of the adjourned meeting if the
time and place thereof (or the means of electronic transmission by
and to the corporation or electronic video screen communication, if
any, by which members may participate) are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more
than 45 days or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be
given to each member of record entitled to vote at the meeting.
(e) The transactions of any meeting of members however called and
noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present, and
if, either before or after the meeting, each of the persons entitled
to vote, not present in person, provides a waiver of notice or
consent to the holding of the meeting or an approval of the minutes
thereof in writing. All such waivers, consents and approvals shall be
filed with the corporate records or made a part of the minutes of
the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the
person objects, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by this
part to be included in the notice but not so included, if such
objection is expressly made at the meeting. Neither the business to
be transacted at nor the purpose of any regular or special meeting of
members need be specified in any written waiver of notice, consent
to the holding of the meeting or approval of the minutes thereof,
unless otherwise provided in the articles or bylaws, except as
provided in subdivision (f).
(f) Any approval of the members required under Section 12362,
12364, 12373, 12502 or 12658 other than unanimous approval by those
entitled to vote, shall be valid only if the general nature of the
proposal so approved was stated in the notice of meeting or in any
written waiver of notice.
(g) A court may find that notice not given in conformity with this
section is still valid, if it was given in a fair and reasonable
manner.
(h) Subject to the provisions of subdivision (i), and unless
prohibited by the articles or bylaws, prior to any regular or special
meeting of members, the board may authorize distribution of a
written ballot to every member entitled to vote at the meeting. Such
ballot shall set forth the action proposed to be taken at the
meeting, shall provide an opportunity to specify approval or
disapproval of the proposed action, and shall state that unless
revoked by the member voting in person at the meeting, the ballot
will be counted if received by the corporation on or before the time
of the meeting with respect to which it was sent. If ballots are so
distributed with respect to a meeting, the number of members voting
at the meeting by unrevoked written ballots shall be deemed present
at the meeting for purposes of determining the existence of a quorum
pursuant to subdivision (a) of Section 12462 but only with respect to
the proposed action referred to in the ballots. These ballots shall
be distributed in a manner consistent with the requirements of
subdivision (b) and Section 12464.
(i) Unless prohibited by the articles or bylaws, written ballots
may be distributed in a manner contemplated by subdivision (h) with
respect to the election of directors, except that no ballots may be
so distributed with respect to the election of directors if
cumulative voting is permitted pursuant to Section 12484.
12462. (a) The lesser of 250 members or members representing 5
percent of the voting power, shall constitute a quorum at a meeting
of members, but, subject to subdivisions (b) and (c), a bylaw may set
a different quorum. Any bylaw amendment to increase the quorum may
be adopted only by approval of the members (Section 12224). If a
quorum is present, the affirmative vote of the majority of the voting
power represented at the meeting, entitled to vote, and voting on
any matter shall be the act of the members unless the vote of a
greater number or voting by classes is required by this part or the
articles or bylaws.
(b) Where a corporation is authorized to conduct a meeting with a
quorum of less than one-third of the voting power, then the only
matters that may be voted upon at any regular meeting actually
attended by less than one-third of the voting power are matters
notice of the general nature of which was given, pursuant to the
first sentence of subdivision (a) of Section 12461.
(c) Subject to subdivision (b), the members present at a duly
called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of
enough members to leave less than a quorum, if any action taken
(other than adjournment) is approved by at least a majority of the
members required to constitute a quorum or, if required by this
division or the articles or the bylaws, the vote of the greater
number or voting by classes.
(d) In the absence of a quorum, any meeting of members may be
adjourned from time to time by the vote of a majority of the votes
represented 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 the
articles or bylaws any action which may be taken at any regular or
special meeting of members may be taken without a meeting if the
corporation distributes a written ballot to every member entitled to
vote on the matter. Unless otherwise provided by the articles or
bylaws and if approved by the board of directors, that ballot and any
related material may be sent by electronic transmission by the
corporation (Section 20) and responses may be returned to the
corporation by electronic transmission to the corporation (Section
21). That ballot shall set forth the proposed action, provide an
opportunity to specify approval or disapproval of any proposal, and
provide a reasonable time within which to return the ballot to the
corporation.
(b) Approval by written ballot pursuant to this section shall be
valid only when the number of votes cast by ballot within the time
period specified equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required to
approve at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
(c) Ballots shall be solicited in a manner consistent with the
requirements of subdivision (b) of Section 12461 and Section 12464.
All such solicitations shall indicate the number of responses needed
to meet the quorum requirement and, with respect to ballots other
than for the election of directors, shall state the percentage of
approvals necessary to pass the measure submitted. The solicitation
must specify the time by which the ballot must be received in order
to be counted.
(d) Unless otherwise provided in the articles or bylaws, a written
ballot 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 by
written ballot may not be authorized where the directors are elected
by cumulative voting pursuant to Section 12484. When directors are to
be elected by written ballot and the articles or bylaws prescribe a
nomination procedure, the procedure may provide for a date for the
close of nominations prior to printing and distributing of the
written ballots.
(f) The secretary shall cause a vote to be taken by written ballot
upon any action or recommendation proposed in writing by 20 percent
of the members of the corporation.
12464. (a) Any form of written ballot distributed to 10 or more
members of a corporation with 100 or more members shall afford an
opportunity on the form of written ballot to specify a choice between
approval and disapproval of each matter or group of related matters
intended, at the time the written ballot is distributed, to be acted
upon by such written ballot, and shall provide, subject to reasonable
specified conditions, that where the person solicited specifies a
choice with respect to any such matter the vote shall be cast in
accordance therewith.
(b) In any election of directors, any form of written ballot in
which the directors to be voted upon are named therein as candidates
and which is marked by a member "withhold" or otherwise marked in a
manner indicating that the authority to vote for the election of
directors is withheld shall not be voted for the election of a
director.
(c) Failure to comply with this section shall not invalidate any
corporate action taken, but may be the basis for challenging any
written ballot and the superior court may compel compliance therewith
at the suit of any member.
12465. (a) If for any reason it is impractical or unduly difficult
for any corporation to call or conduct a meeting of its members,
delegates or directors, or otherwise obtain their consent, in the
manner prescribed by its articles or bylaws, or this part, then the
superior court of the proper county, upon petition of a director,
officer, delegate or member, may order that such a meeting be called
or that a written ballot or other form of obtaining the vote of
members, delegates or directors be authorized, in such a manner as
the 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 actual
notice to all parties who would be entitled to notice of a meeting
held pursuant to the articles, bylaws and this part, whether or not
the method results in actual notice to every such person, or conforms
to the notice requirements that would otherwise apply. In a
proceeding under this section the court may determine who the members
or directors are.
(c) The order issued pursuant to this section may dispense with
any requirement relating to the holding of and voting at meetings or
obtaining of votes, including any requirement as to quorums or as to
the number or percentage of votes needed for approval, that would
otherwise be imposed by the articles, bylaws, or this part.
(d) Wherever practical any order issued pursuant to this section
shall limit the subject matter of the meetings or other forms of
consent authorized to items, including amendments to the articles or
bylaws, the resolution of which will or may enable the corporation to
continue managing its affairs without further resort to this
section. However, an order under this section may also authorize the
obtaining of whatever votes and approvals are necessary for the
dissolution, merger, sale of assets or reorganization of the
corporation.
(e) Any meeting or other method of obtaining the vote of members,
delegates or directors conducted pursuant to an order issued under
this section, and which complies with all the provisions of such
order, is for all purposes a valid meeting or vote, as the case may
be, and shall have the same force and effect as if it complied with
every requirement imposed by the articles, bylaws, and this part.
12466. (a) If the name signed on a ballot, consent or waiver
corresponds to the name of a member, the corporation if acting in
good faith is entitled to accept the ballot, consent, or waiver and
give it effect as the act of the member.
(b) If the name signed on a ballot, consent, or waiver does not
correspond to the record name of a member, the corporation if acting
in 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 the
following occur:
(1) The member is an entity and the name signed purports to be
that of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact of
the member and if the corporation requests, evidence acceptable to
the corporation of the signatory's authority to sign for the member
has been presented with respect to the vote, consent or waiver.
(3) Two or more persons hold the membership as cotenants or
fiduciaries and the name signed purports to be the name of at least
one of the coholders and the person signing appears to be acting on
behalf of all the coholders.
(c) The corporation is entitled to reject a ballot, consent,
waiver, or proxy appointment if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has a
reasonable basis for doubt concerning the validity of the signature
or the signatory's authority to sign for the member.
(d) The corporation and any officer or agent thereof who accepts
or rejects a ballot, consent, waiver, or proxy appointment in good
faith and in accordance with the standards of this section shall not
be liable in damages to the member for the consequences of the
acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a
ballot, consent, waiver, or proxy appointment under this section is
valid unless a court of competent jurisdiction determines otherwise.
12460. (a) Meetings of members may be held at a place within or
without this state that is stated in or fixed in accordance with the
bylaws. If no other place is so stated or fixed, meetings of members
shall be held at the principal executive office of the corporation.
Unless prohibited by the bylaws of the corporation, if authorized by
the board of directors in its sole discretion, and subject to the
requirement of consent in clause (b) of Section 20 and those
guidelines 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 20
and 21) or by electronic video screen communication, participate in a
meeting of members, be deemed present in person, and vote at a
meeting of members whether that meeting is to be held at a designated
place or in whole or in part by means of electronic transmission by
and 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 any
year in which directors are elected, the election shall be held at
the regular meeting unless the directors are chosen in some other
manner authorized by law. Any other proper business may be transacted
at the meeting.
(c) If a corporation fails to hold the regular meeting for a
period of 60 days after the date designated therefor or, if no date
has been designated, for a period of 15 months after the formation of
the corporation or after its last regular meeting, or if the
corporation fails to hold a written ballot for a period of 60 days
after the date designated therefor, then the superior court of the
proper county may summarily order the meeting to be held or the
ballot to be conducted upon the application of a member, after notice
to the corporation giving it an opportunity to be heard.
(d) The votes represented at a meeting called or by written ballot
ordered pursuant to subdivision (c) and entitled to be cast on the
business to be transacted shall constitute a quorum, notwithstanding
any provision of the articles or bylaws or in this part to the
contrary. The court may issue such orders as may be appropriate
including, without limitation, orders designating the time and place
of the meeting, the record date for determination of members entitled
to vote, and the form of notice of the meeting.
(e) Special meetings of members for any lawful purpose may be
called by the board, the chairman of the board, the president, or
such other persons, if any, as are specified in the bylaws. In
addition, special meetings of members for any lawful purpose may be
called by 5 percent or more of the members.
(f) A meeting of the members may be conducted, in whole or in
part, by electronic transmission by and to the corporation or by
electronic video screen communication (1) if the corporation
implements reasonable measures to provide members a reasonable
opportunity to participate in the meeting and to vote on matters
submitted to the members, including an opportunity to read or hear
the proceedings of the meeting concurrently with those proceedings,
and (2) if any member votes or takes other action at the meeting by
means of electronic transmission to the corporation or electronic
video screen communication, a record of that vote or action is
maintained by the corporation. Any request by a corporation to a
member pursuant to clause (b) of Section 20 for consent to conduct a
meeting of members by electronic transmission by and to the
corporation, shall include a notice that absent consent of the member
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).
12461. (a) Whenever members are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given
not less than 10 nor more than 90 days before the date of the meeting
to each member who, on the record date for notice of the meeting, is
entitled to vote thereat; provided, however, that if notice is given
by mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given not less than 20 days
before the meeting. Subject to subdivision (f), and subdivision (b)
of Section 12462, that notice shall state the place, date and time of
the meeting, the means of electronic transmission by and to the
corporation (Sections 20 and 21) or electronic video screen
communication, if any, by which members may participate in that
meeting, and (1) in the case of a special meeting, the general nature
of the business to be transacted, and no other business may be
transacted, or (2) in the case of the regular meeting, those matters
which the board, at the time the notice is given, intends to present
for action by the members, but, except as provided in subdivision (b)
of Section 12462, any proper matter may be presented at the meeting
for such action. The notice of any meeting at which directors are to
be elected shall include the names of all those who are nominees at
the time the notice is given to members.
(b) Notice of a members' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by mail
or other means of written communication, addressed to a member at
the address of such member appearing on the books of the corporation
or given by the member to the corporation for purpose of notice; or
if no such address appears or is given, at the place where the
principal office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in
which the principal office is located. An affidavit of giving of any
notice 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 of
such member appearing on the books of the corporation is returned to
the corporation by the United States Postal Service marked to
indicate the United States Postal Service is unable to deliver the
notice or report to the member at such address, all future notices or
reports shall be deemed to have been duly given without further
mailing if the same shall be available for the member upon written
demand of the member at the principal office of the corporation for a
period of one year from the date of the giving of the notice or
report to all other members.
Notice given by electronic transmission by the corporation under
this subdivision shall be valid only if it complies with Section 20.
Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the corporation under this subdivision
after either of the following:
(1) The corporation is unable to deliver two consecutive notices
to the member by that means.
(2) The inability to so deliver the notices to the member becomes
known 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 the
attention of the chairman of the board, president, vice president or
secretary by any person (other than the board) entitled to call a
special meeting of members, the officer forthwith shall cause notice
to be given to the members entitled to vote that a meeting will be
held at a time fixed by the board not less than 35 nor more than 90
days after the receipt of the request. If the notice is not given
within 20 days after receipt of the request, the persons entitled to
call the meeting may give the notice or the superior court of the
proper county shall summarily order the giving of the notice, after
notice to the corporation giving it an opportunity to be heard. The
court may issue such orders as may be appropriate, including, without
limitation, orders designating the time and place of the meeting,
the record date for determination of members entitled to vote and the
form of notice.
(d) When a members' meeting is adjourned to another time or place,
unless the bylaws otherwise require and except as provided in this
subdivision, notice need not be given of the adjourned meeting if the
time and place thereof (or the means of electronic transmission by
and to the corporation or electronic video screen communication, if
any, by which members may participate) are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more
than 45 days or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be
given to each member of record entitled to vote at the meeting.
(e) The transactions of any meeting of members however called and
noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present, and
if, either before or after the meeting, each of the persons entitled
to vote, not present in person, provides a waiver of notice or
consent to the holding of the meeting or an approval of the minutes
thereof in writing. All such waivers, consents and approvals shall be
filed with the corporate records or made a part of the minutes of
the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the
person objects, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by this
part to be included in the notice but not so included, if such
objection is expressly made at the meeting. Neither the business to
be transacted at nor the purpose of any regular or special meeting of
members need be specified in any written waiver of notice, consent
to the holding of the meeting or approval of the minutes thereof,
unless otherwise provided in the articles or bylaws, except as
provided in subdivision (f).
(f) Any approval of the members required under Section 12362,
12364, 12373, 12502 or 12658 other than unanimous approval by those
entitled to vote, shall be valid only if the general nature of the
proposal so approved was stated in the notice of meeting or in any
written waiver of notice.
(g) A court may find that notice not given in conformity with this
section is still valid, if it was given in a fair and reasonable
manner.
(h) Subject to the provisions of subdivision (i), and unless
prohibited by the articles or bylaws, prior to any regular or special
meeting of members, the board may authorize distribution of a
written ballot to every member entitled to vote at the meeting. Such
ballot shall set forth the action proposed to be taken at the
meeting, shall provide an opportunity to specify approval or
disapproval of the proposed action, and shall state that unless
revoked by the member voting in person at the meeting, the ballot
will be counted if received by the corporation on or before the time
of the meeting with respect to which it was sent. If ballots are so
distributed with respect to a meeting, the number of members voting
at the meeting by unrevoked written ballots shall be deemed present
at the meeting for purposes of determining the existence of a quorum
pursuant to subdivision (a) of Section 12462 but only with respect to
the proposed action referred to in the ballots. These ballots shall
be distributed in a manner consistent with the requirements of
subdivision (b) and Section 12464.
(i) Unless prohibited by the articles or bylaws, written ballots
may be distributed in a manner contemplated by subdivision (h) with
respect to the election of directors, except that no ballots may be
so distributed with respect to the election of directors if
cumulative voting is permitted pursuant to Section 12484.
12462. (a) The lesser of 250 members or members representing 5
percent of the voting power, shall constitute a quorum at a meeting
of members, but, subject to subdivisions (b) and (c), a bylaw may set
a different quorum. Any bylaw amendment to increase the quorum may
be adopted only by approval of the members (Section 12224). If a
quorum is present, the affirmative vote of the majority of the voting
power represented at the meeting, entitled to vote, and voting on
any matter shall be the act of the members unless the vote of a
greater number or voting by classes is required by this part or the
articles or bylaws.
(b) Where a corporation is authorized to conduct a meeting with a
quorum of less than one-third of the voting power, then the only
matters that may be voted upon at any regular meeting actually
attended by less than one-third of the voting power are matters
notice of the general nature of which was given, pursuant to the
first sentence of subdivision (a) of Section 12461.
(c) Subject to subdivision (b), the members present at a duly
called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of
enough members to leave less than a quorum, if any action taken
(other than adjournment) is approved by at least a majority of the
members required to constitute a quorum or, if required by this
division or the articles or the bylaws, the vote of the greater
number or voting by classes.
(d) In the absence of a quorum, any meeting of members may be
adjourned from time to time by the vote of a majority of the votes
represented 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 the
articles or bylaws any action which may be taken at any regular or
special meeting of members may be taken without a meeting if the
corporation distributes a written ballot to every member entitled to
vote on the matter. Unless otherwise provided by the articles or
bylaws and if approved by the board of directors, that ballot and any
related material may be sent by electronic transmission by the
corporation (Section 20) and responses may be returned to the
corporation by electronic transmission to the corporation (Section
21). That ballot shall set forth the proposed action, provide an
opportunity to specify approval or disapproval of any proposal, and
provide a reasonable time within which to return the ballot to the
corporation.
(b) Approval by written ballot pursuant to this section shall be
valid only when the number of votes cast by ballot within the time
period specified equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required to
approve at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
(c) Ballots shall be solicited in a manner consistent with the
requirements of subdivision (b) of Section 12461 and Section 12464.
All such solicitations shall indicate the number of responses needed
to meet the quorum requirement and, with respect to ballots other
than for the election of directors, shall state the percentage of
approvals necessary to pass the measure submitted. The solicitation
must specify the time by which the ballot must be received in order
to be counted.
(d) Unless otherwise provided in the articles or bylaws, a written
ballot 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 by
written ballot may not be authorized where the directors are elected
by cumulative voting pursuant to Section 12484. When directors are to
be elected by written ballot and the articles or bylaws prescribe a
nomination procedure, the procedure may provide for a date for the
close of nominations prior to printing and distributing of the
written ballots.
(f) The secretary shall cause a vote to be taken by written ballot
upon any action or recommendation proposed in writing by 20 percent
of the members of the corporation.
12464. (a) Any form of written ballot distributed to 10 or more
members of a corporation with 100 or more members shall afford an
opportunity on the form of written ballot to specify a choice between
approval and disapproval of each matter or group of related matters
intended, at the time the written ballot is distributed, to be acted
upon by such written ballot, and shall provide, subject to reasonable
specified conditions, that where the person solicited specifies a
choice with respect to any such matter the vote shall be cast in
accordance therewith.
(b) In any election of directors, any form of written ballot in
which the directors to be voted upon are named therein as candidates
and which is marked by a member "withhold" or otherwise marked in a
manner indicating that the authority to vote for the election of
directors is withheld shall not be voted for the election of a
director.
(c) Failure to comply with this section shall not invalidate any
corporate action taken, but may be the basis for challenging any
written ballot and the superior court may compel compliance therewith
at the suit of any member.
12465. (a) If for any reason it is impractical or unduly difficult
for any corporation to call or conduct a meeting of its members,
delegates or directors, or otherwise obtain their consent, in the
manner prescribed by its articles or bylaws, or this part, then the
superior court of the proper county, upon petition of a director,
officer, delegate or member, may order that such a meeting be called
or that a written ballot or other form of obtaining the vote of
members, delegates or directors be authorized, in such a manner as
the 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 actual
notice to all parties who would be entitled to notice of a meeting
held pursuant to the articles, bylaws and this part, whether or not
the method results in actual notice to every such person, or conforms
to the notice requirements that would otherwise apply. In a
proceeding under this section the court may determine who the members
or directors are.
(c) The order issued pursuant to this section may dispense with
any requirement relating to the holding of and voting at meetings or
obtaining of votes, including any requirement as to quorums or as to
the number or percentage of votes needed for approval, that would
otherwise be imposed by the articles, bylaws, or this part.
(d) Wherever practical any order issued pursuant to this section
shall limit the subject matter of the meetings or other forms of
consent authorized to items, including amendments to the articles or
bylaws, the resolution of which will or may enable the corporation to
continue managing its affairs without further resort to this
section. However, an order under this section may also authorize the
obtaining of whatever votes and approvals are necessary for the
dissolution, merger, sale of assets or reorganization of the
corporation.
(e) Any meeting or other method of obtaining the vote of members,
delegates or directors conducted pursuant to an order issued under
this section, and which complies with all the provisions of such
order, is for all purposes a valid meeting or vote, as the case may
be, and shall have the same force and effect as if it complied with
every requirement imposed by the articles, bylaws, and this part.
12466. (a) If the name signed on a ballot, consent or waiver
corresponds to the name of a member, the corporation if acting in
good faith is entitled to accept the ballot, consent, or waiver and
give it effect as the act of the member.
(b) If the name signed on a ballot, consent, or waiver does not
correspond to the record name of a member, the corporation if acting
in 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 the
following occur:
(1) The member is an entity and the name signed purports to be
that of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact of
the member and if the corporation requests, evidence acceptable to
the corporation of the signatory's authority to sign for the member
has been presented with respect to the vote, consent or waiver.
(3) Two or more persons hold the membership as cotenants or
fiduciaries and the name signed purports to be the name of at least
one of the coholders and the person signing appears to be acting on
behalf of all the coholders.
(c) The corporation is entitled to reject a ballot, consent,
waiver, or proxy appointment if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has a
reasonable basis for doubt concerning the validity of the signature
or the signatory's authority to sign for the member.
(d) The corporation and any officer or agent thereof who accepts
or rejects a ballot, consent, waiver, or proxy appointment in good
faith and in accordance with the standards of this section shall not
be liable in damages to the member for the consequences of the
acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a
ballot, consent, waiver, or proxy appointment under this section is
valid unless a court of competent jurisdiction determines otherwise.
