SECTIONS 12470-12477

12470.  As to directors elected by members, there shall be availableto the members reasonable nomination and election procedures giventhe nature, size and operations of the corporation.12473.  Where a corporation distributes any material soliciting avote for any nominee for director in any publication owned orcontrolled by the corporation, it shall make available to each othernominee, in the same material, an equal amount of space, with equalprominence, to be used by the nominee for a purpose reasonablyrelated to the election.12474.  Upon written request by any nominee for election to theboard and the payment of the reasonable costs of mailing (includingpostage), a corporation shall within 10 business days after suchrequest (provided payment has been made) mail to all members, or suchportion of them as the nominee may reasonably specify, any material,which the nominee may furnish and which is reasonably related to theelection, unless the corporation within five business days after therequest allows the nominee, at the corporation's option, the rightsset forth in either paragraph (1) or (2) of subdivision (a) ofSection 12600.12475.  (a) Except as provided in subdivision (c), no corporationmay decline to publish or mail material, otherwise required to bepublished or mailed on behalf of any nominee under this article, onthe basis of the content of such material. (b) Neither the corporation, nor its agents, officers, directors,or employees, may be held criminally liable, liable for anynegligence (active or passive) or otherwise liable for damages to anyperson on account of any material which is supplied by a nominee fordirector and which it mails or publishes pursuant to Section 12473or 12474 but the nominee on whose behalf such material was publishedor mailed shall be liable and shall indemnify and hold thecorporation, its agents, officers, directors, and employees and eachof them harmless from all demands, costs, including reasonable legalfees and expenses, claims, damages and causes of action arising outof such material or any such mailing or publication. (c) Nothing in this section shall prevent a corporation or any ofits agents, officers, directors, or employees from seeking a courtorder relieving the corporation from its obligation under Section12473 or 12474 on the ground the material will expose the movingparty to liability.12476.  Without authorization of the board, no corporation funds maybe expended to support a nominee for director after there are morepeople nominated for director than can be elected.12477.  An action challenging the validity of any election,appointment or removal of a director or directors must be commencedwithin nine months after the election, appointment or removal. If nosuch action is commenced, in the absence of fraud, any election,appointment or removal of a director is conclusively presumed validnine months thereafter if the only defect in the election,appointment or removal is the failure to give notice as provided inthis part or in the corporation's articles or bylaws.