600. (a) Meetings of shareholders may be held at any place within
or without this state as may be stated in or fixed in accordance with
the bylaws. If no other place is stated or so fixed, shareholder
meetings 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,
shareholders not physically present in person or by proxy at a
meeting of shareholders may, by electronic transmission by and to the
corporation (Sections 20 and 21) or by electronic video screen
communication, participate in a meeting of shareholders, be deemed
present in person or by proxy, and vote at a meeting of shareholders
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 (e).
(b) An annual meeting of shareholders shall be held for the
election of directors on a date and at a time stated in or fixed in
accordance with the bylaws. However, if the corporation is a
regulated management company, a meeting of shareholders shall be held
as required by the Federal Investment Company Act of 1940 (15 U.S.C.
Sec. 80a-1, et seq.). Any other proper business may be transacted at
the annual meeting. For purposes of this subdivision, "regulated
management company" means a regulated investment company as defined
in Section 851 of the federal Internal Revenue Code.
(c) If there is a failure to hold the annual 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 organization of the
corporation or after its last annual meeting, the superior court of
the proper county may summarily order a meeting to be held upon the
application of any shareholder after notice to the corporation giving
it an opportunity to be heard. The shares represented at the
meeting, either in person or by proxy, and entitled to vote thereat
shall constitute a quorum for the purpose of the meeting,
notwithstanding any provision of the articles or bylaws or in this
division to the contrary. The court may issue any orders as may be
appropriate, including, without limitation, orders designating the
time and place of the meeting, the record date for determination of
shareholders entitled to vote, and the form of notice of the meeting.
(d) Special meetings of the shareholders may be called by the
board, the chairperson of the board, the president, the holders of
shares entitled to cast not less than 10 percent of the votes at the
meeting, or any additional persons as may be provided in the articles
or bylaws.
(e) A meeting of the shareholders 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 shareholders (in person or
by proxy) a reasonable opportunity to participate in the meeting and
to vote on matters submitted to the shareholders, including an
opportunity to read or hear the proceedings of the meeting
concurrently with those proceedings, and (2) if any shareholder 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 shareholder pursuant
to clause (b) of Section 20 for consent to conduct a meeting of
shareholders by electronic transmission by and to the corporation
shall include a notice that, absent consent of the shareholder
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).
601. (a) Whenever shareholders are required or permitted to take
any action at a meeting a written notice of the meeting shall be
given not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting to each shareholder
entitled to vote thereat. That notice shall state the place, date and
hour 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 shareholders 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 annual meeting, those matters
that the board, at the time of the mailing of the notice, intends to
present for action by the shareholders, but subject to the provisions
of subdivision (f) any proper matter may be presented at the meeting
for that action. The notice of any meeting at which directors are to
be elected shall include the names of nominees intended at the time
of the notice to be presented by the board for election.
(b) Notice of a shareholders' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by
first-class mail, or, in the case of a corporation with outstanding
shares held of record by 500 or more persons (determined as provided
in Section 605) on the record date for the shareholders' meeting,
notice may also be sent third-class mail, or other means of written
communication, addressed to the shareholder at the address of that
shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice; or if no
address appears or is given, at the place where the principal
executive 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 executive office is located. The notice or report
shall be deemed to have been given at the time when delivered
personally, sent by electronic transmission by the corporation,
deposited in the mail, or sent by other means of written
communication. An affidavit of mailing or electronic transmission by
the corporation of any notice or report in accordance with the
provisions of this division, 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 shareholder at the
address of that shareholder appearing on the books of the corporation
is returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable to
deliver the notice or report to the shareholder at that 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
shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the
date of the giving of the notice or report to all other
shareholders.
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 shareholder by that means.
(2) The inability to so deliver the notices to the shareholder
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 chairperson of the board, president, vice president
or secretary by any person (other than the board) entitled to call a
special meeting of shareholders, the officer forthwith shall cause
notice to be given to the shareholders entitled to vote that a
meeting will be held at a time requested by the person or persons
calling the meeting, not less than 35 nor more than 60 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
procedure provided in subdivision (c) of Section 305 shall apply to
that application. The court may issue orders as may be appropriate,
including, without limitation, orders designating the time and place
of the meeting, the record date for determination of shareholders
entitled to vote and the form of notice.
(d) When a shareholders' 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 the shareholders may participate) are
announced at the meeting at which the adjournment is taken. At the
adjourned meeting the corporation may transact any business that
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 shareholder of record
entitled to vote at the meeting.
(e) The transactions of any meeting of shareholders, 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 either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in
person or by proxy, provides a waiver of notice or consent to the
holding of the meeting or an approval of the minutes thereof in
writing. All those 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 the 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
division to be included in the notice but not so included, if the
objection is expressly made at the meeting. Neither the business to
be transacted at nor the purpose of any regular or special meeting of
shareholders 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 shareholder approval at a meeting, other than unanimous
approval by those entitled to vote, pursuant to Section 310, 902,
1152, 1201, 1900 or 2007 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.
602. (a) Unless otherwise provided in the articles, a majority of
the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders, but in no
event shall a quorum consist of less than one-third (or, in the case
of a mutual water company, 20 percent) of the shares entitled to vote
at the meeting or, except in the case of a close corporation, of
more than a majority of the shares entitled to vote at the meeting.
Except as provided in subdivision (b), the affirmative vote of a
majority of the shares represented and voting at a duly held meeting
at which a quorum is present (which shares voting affirmatively also
constitute at least a majority of the required quorum) shall be the
act of the shareholders, unless the vote of a greater number or
voting by classes is required by this division or the articles.
(b) The shareholders 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 shareholders to
leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares
required to constitute a quorum or, if required by this division or
the articles, the vote of a greater number or voting by classes.
(c) In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares
represented either in person or by proxy, but no other business may
be transacted, except as provided in subdivision (b).
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 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.
604. (a) Any form of proxy or written consent distributed to 10 or
more shareholders of a corporation with outstanding shares held of
record by 100 or more persons shall afford an opportunity on the
proxy or form of written consent to specify a choice between approval
and disapproval of each matter or group of related matters intended
to be acted upon at the meeting for which the proxy is solicited or
by such written consent, other than elections to office, and shall
provide, subject to reasonable specified conditions, that where the
person solicited specifies a choice with respect to any such matter
the shares will be voted in accordance therewith.
(b) In any election of directors, any form of proxy in which the
directors to be voted upon are named therein as candidates and which
is marked by a shareholder "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
proxy at a meeting and the superior court may compel compliance
therewith at the suit of any shareholder.
(d) This section does not apply to any corporation with an
outstanding class of securities registered under Section 12 of the
Securities Exchange Act of 1934 or whose securities are exempted from
such registration by Section 12(g)(2) of that act.
605. (a) For the purpose of determining whether a corporation has
outstanding shares held of record by 100 or more persons, shares
shall be deemed to be "held of record" by each person who is
identified as the owner of such shares on the record of shareholders
maintained by or on behalf of the corporation, subject to the
following:
(1) In any case where the record of shareholders has not been
maintained in accordance with accepted practice, any additional
person who would be identified as such an owner on such record if it
had been maintained in accordance with accepted practice shall be
included as a holder of record.
(2) Shares identified as held of record by a corporation, a
partnership, a limited liability company, a trust, whether or not the
trustees are named, or other organization shall be included as so
held by one person.
(3) Shares identified as held of record by one or more persons as
trustees, executors, guardians, conservators, custodians or in other
fiduciary capacities with respect to a single trust, estate or
account shall be included as held of record by one person.
(4) Shares held by two or more persons as coowners shall be
included as held by one person.
(5) Shares registered in substantially similar names, where the
corporation (or other person soliciting proxies) has reason to
believe because of the address or other indications that such names
represent the same person, may be included as held of record by one
person.
(b) Notwithstanding subdivision (a):
(1) Shares held, to the knowledge of the corporation (or other
person soliciting proxies), subject to a voting trust, deposit
agreement or similar arrangement shall be included as held of record
by the recordholders of the voting trust certificates, certificates
of deposit, receipts or similar evidences of interest in such
securities; provided, however, that the corporation (or other person
soliciting proxies) may rely in good faith on such information as is
received in response to its request from a nonaffiliated issuer of
the certificates or evidences of interest.
(2) If the corporation (or other person soliciting proxies) knows
or has reason to know that the form of holding shares of record is
used primarily to circumvent the provisions of this section, the
beneficial owners of such shares shall be deemed to be the record
owners thereof.
600. (a) Meetings of shareholders may be held at any place within
or without this state as may be stated in or fixed in accordance with
the bylaws. If no other place is stated or so fixed, shareholder
meetings 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,
shareholders not physically present in person or by proxy at a
meeting of shareholders may, by electronic transmission by and to the
corporation (Sections 20 and 21) or by electronic video screen
communication, participate in a meeting of shareholders, be deemed
present in person or by proxy, and vote at a meeting of shareholders
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 (e).
(b) An annual meeting of shareholders shall be held for the
election of directors on a date and at a time stated in or fixed in
accordance with the bylaws. However, if the corporation is a
regulated management company, a meeting of shareholders shall be held
as required by the Federal Investment Company Act of 1940 (15 U.S.C.
Sec. 80a-1, et seq.). Any other proper business may be transacted at
the annual meeting. For purposes of this subdivision, "regulated
management company" means a regulated investment company as defined
in Section 851 of the federal Internal Revenue Code.
(c) If there is a failure to hold the annual 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 organization of the
corporation or after its last annual meeting, the superior court of
the proper county may summarily order a meeting to be held upon the
application of any shareholder after notice to the corporation giving
it an opportunity to be heard. The shares represented at the
meeting, either in person or by proxy, and entitled to vote thereat
shall constitute a quorum for the purpose of the meeting,
notwithstanding any provision of the articles or bylaws or in this
division to the contrary. The court may issue any orders as may be
appropriate, including, without limitation, orders designating the
time and place of the meeting, the record date for determination of
shareholders entitled to vote, and the form of notice of the meeting.
(d) Special meetings of the shareholders may be called by the
board, the chairperson of the board, the president, the holders of
shares entitled to cast not less than 10 percent of the votes at the
meeting, or any additional persons as may be provided in the articles
or bylaws.
(e) A meeting of the shareholders 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 shareholders (in person or
by proxy) a reasonable opportunity to participate in the meeting and
to vote on matters submitted to the shareholders, including an
opportunity to read or hear the proceedings of the meeting
concurrently with those proceedings, and (2) if any shareholder 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 shareholder pursuant
to clause (b) of Section 20 for consent to conduct a meeting of
shareholders by electronic transmission by and to the corporation
shall include a notice that, absent consent of the shareholder
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).
601. (a) Whenever shareholders are required or permitted to take
any action at a meeting a written notice of the meeting shall be
given not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting to each shareholder
entitled to vote thereat. That notice shall state the place, date and
hour 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 shareholders 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 annual meeting, those matters
that the board, at the time of the mailing of the notice, intends to
present for action by the shareholders, but subject to the provisions
of subdivision (f) any proper matter may be presented at the meeting
for that action. The notice of any meeting at which directors are to
be elected shall include the names of nominees intended at the time
of the notice to be presented by the board for election.
(b) Notice of a shareholders' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by
first-class mail, or, in the case of a corporation with outstanding
shares held of record by 500 or more persons (determined as provided
in Section 605) on the record date for the shareholders' meeting,
notice may also be sent third-class mail, or other means of written
communication, addressed to the shareholder at the address of that
shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice; or if no
address appears or is given, at the place where the principal
executive 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 executive office is located. The notice or report
shall be deemed to have been given at the time when delivered
personally, sent by electronic transmission by the corporation,
deposited in the mail, or sent by other means of written
communication. An affidavit of mailing or electronic transmission by
the corporation of any notice or report in accordance with the
provisions of this division, 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 shareholder at the
address of that shareholder appearing on the books of the corporation
is returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable to
deliver the notice or report to the shareholder at that 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
shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the
date of the giving of the notice or report to all other
shareholders.
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 shareholder by that means.
(2) The inability to so deliver the notices to the shareholder
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 chairperson of the board, president, vice president
or secretary by any person (other than the board) entitled to call a
special meeting of shareholders, the officer forthwith shall cause
notice to be given to the shareholders entitled to vote that a
meeting will be held at a time requested by the person or persons
calling the meeting, not less than 35 nor more than 60 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
procedure provided in subdivision (c) of Section 305 shall apply to
that application. The court may issue orders as may be appropriate,
including, without limitation, orders designating the time and place
of the meeting, the record date for determination of shareholders
entitled to vote and the form of notice.
(d) When a shareholders' 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 the shareholders may participate) are
announced at the meeting at which the adjournment is taken. At the
adjourned meeting the corporation may transact any business that
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 shareholder of record
entitled to vote at the meeting.
(e) The transactions of any meeting of shareholders, 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 either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in
person or by proxy, provides a waiver of notice or consent to the
holding of the meeting or an approval of the minutes thereof in
writing. All those 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 the 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
division to be included in the notice but not so included, if the
objection is expressly made at the meeting. Neither the business to
be transacted at nor the purpose of any regular or special meeting of
shareholders 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 shareholder approval at a meeting, other than unanimous
approval by those entitled to vote, pursuant to Section 310, 902,
1152, 1201, 1900 or 2007 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.
602. (a) Unless otherwise provided in the articles, a majority of
the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders, but in no
event shall a quorum consist of less than one-third (or, in the case
of a mutual water company, 20 percent) of the shares entitled to vote
at the meeting or, except in the case of a close corporation, of
more than a majority of the shares entitled to vote at the meeting.
Except as provided in subdivision (b), the affirmative vote of a
majority of the shares represented and voting at a duly held meeting
at which a quorum is present (which shares voting affirmatively also
constitute at least a majority of the required quorum) shall be the
act of the shareholders, unless the vote of a greater number or
voting by classes is required by this division or the articles.
(b) The shareholders 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 shareholders to
leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares
required to constitute a quorum or, if required by this division or
the articles, the vote of a greater number or voting by classes.
(c) In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares
represented either in person or by proxy, but no other business may
be transacted, except as provided in subdivision (b).
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 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.
604. (a) Any form of proxy or written consent distributed to 10 or
more shareholders of a corporation with outstanding shares held of
record by 100 or more persons shall afford an opportunity on the
proxy or form of written consent to specify a choice between approval
and disapproval of each matter or group of related matters intended
to be acted upon at the meeting for which the proxy is solicited or
by such written consent, other than elections to office, and shall
provide, subject to reasonable specified conditions, that where the
person solicited specifies a choice with respect to any such matter
the shares will be voted in accordance therewith.
(b) In any election of directors, any form of proxy in which the
directors to be voted upon are named therein as candidates and which
is marked by a shareholder "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
proxy at a meeting and the superior court may compel compliance
therewith at the suit of any shareholder.
(d) This section does not apply to any corporation with an
outstanding class of securities registered under Section 12 of the
Securities Exchange Act of 1934 or whose securities are exempted from
such registration by Section 12(g)(2) of that act.
605. (a) For the purpose of determining whether a corporation has
outstanding shares held of record by 100 or more persons, shares
shall be deemed to be "held of record" by each person who is
identified as the owner of such shares on the record of shareholders
maintained by or on behalf of the corporation, subject to the
following:
(1) In any case where the record of shareholders has not been
maintained in accordance with accepted practice, any additional
person who would be identified as such an owner on such record if it
had been maintained in accordance with accepted practice shall be
included as a holder of record.
(2) Shares identified as held of record by a corporation, a
partnership, a limited liability company, a trust, whether or not the
trustees are named, or other organization shall be included as so
held by one person.
(3) Shares identified as held of record by one or more persons as
trustees, executors, guardians, conservators, custodians or in other
fiduciary capacities with respect to a single trust, estate or
account shall be included as held of record by one person.
(4) Shares held by two or more persons as coowners shall be
included as held by one person.
(5) Shares registered in substantially similar names, where the
corporation (or other person soliciting proxies) has reason to
believe because of the address or other indications that such names
represent the same person, may be included as held of record by one
person.
(b) Notwithstanding subdivision (a):
(1) Shares held, to the knowledge of the corporation (or other
person soliciting proxies), subject to a voting trust, deposit
agreement or similar arrangement shall be included as held of record
by the recordholders of the voting trust certificates, certificates
of deposit, receipts or similar evidences of interest in such
securities; provided, however, that the corporation (or other person
soliciting proxies) may rely in good faith on such information as is
received in response to its request from a nonaffiliated issuer of
the certificates or evidences of interest.
(2) If the corporation (or other person soliciting proxies) knows
or has reason to know that the form of holding shares of record is
used primarily to circumvent the provisions of this section, the
beneficial owners of such shares shall be deemed to be the record
owners thereof.
600. (a) Meetings of shareholders may be held at any place within
or without this state as may be stated in or fixed in accordance with
the bylaws. If no other place is stated or so fixed, shareholder
meetings 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,
shareholders not physically present in person or by proxy at a
meeting of shareholders may, by electronic transmission by and to the
corporation (Sections 20 and 21) or by electronic video screen
communication, participate in a meeting of shareholders, be deemed
present in person or by proxy, and vote at a meeting of shareholders
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 (e).
(b) An annual meeting of shareholders shall be held for the
election of directors on a date and at a time stated in or fixed in
accordance with the bylaws. However, if the corporation is a
regulated management company, a meeting of shareholders shall be held
as required by the Federal Investment Company Act of 1940 (15 U.S.C.
Sec. 80a-1, et seq.). Any other proper business may be transacted at
the annual meeting. For purposes of this subdivision, "regulated
management company" means a regulated investment company as defined
in Section 851 of the federal Internal Revenue Code.
(c) If there is a failure to hold the annual 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 organization of the
corporation or after its last annual meeting, the superior court of
the proper county may summarily order a meeting to be held upon the
application of any shareholder after notice to the corporation giving
it an opportunity to be heard. The shares represented at the
meeting, either in person or by proxy, and entitled to vote thereat
shall constitute a quorum for the purpose of the meeting,
notwithstanding any provision of the articles or bylaws or in this
division to the contrary. The court may issue any orders as may be
appropriate, including, without limitation, orders designating the
time and place of the meeting, the record date for determination of
shareholders entitled to vote, and the form of notice of the meeting.
(d) Special meetings of the shareholders may be called by the
board, the chairperson of the board, the president, the holders of
shares entitled to cast not less than 10 percent of the votes at the
meeting, or any additional persons as may be provided in the articles
or bylaws.
(e) A meeting of the shareholders 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 shareholders (in person or
by proxy) a reasonable opportunity to participate in the meeting and
to vote on matters submitted to the shareholders, including an
opportunity to read or hear the proceedings of the meeting
concurrently with those proceedings, and (2) if any shareholder 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 shareholder pursuant
to clause (b) of Section 20 for consent to conduct a meeting of
shareholders by electronic transmission by and to the corporation
shall include a notice that, absent consent of the shareholder
pursuant to clause (b) of Section 20, the meeting shall be held at a
physical location in accordance with subdivision (a).
601. (a) Whenever shareholders are required or permitted to take
any action at a meeting a written notice of the meeting shall be
given not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting to each shareholder
entitled to vote thereat. That notice shall state the place, date and
hour 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 shareholders 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 annual meeting, those matters
that the board, at the time of the mailing of the notice, intends to
present for action by the shareholders, but subject to the provisions
of subdivision (f) any proper matter may be presented at the meeting
for that action. The notice of any meeting at which directors are to
be elected shall include the names of nominees intended at the time
of the notice to be presented by the board for election.
(b) Notice of a shareholders' meeting or any report shall be given
personally, by electronic transmission by the corporation, or by
first-class mail, or, in the case of a corporation with outstanding
shares held of record by 500 or more persons (determined as provided
in Section 605) on the record date for the shareholders' meeting,
notice may also be sent third-class mail, or other means of written
communication, addressed to the shareholder at the address of that
shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice; or if no
address appears or is given, at the place where the principal
executive 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 executive office is located. The notice or report
shall be deemed to have been given at the time when delivered
personally, sent by electronic transmission by the corporation,
deposited in the mail, or sent by other means of written
communication. An affidavit of mailing or electronic transmission by
the corporation of any notice or report in accordance with the
provisions of this division, 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 shareholder at the
address of that shareholder appearing on the books of the corporation
is returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable to
deliver the notice or report to the shareholder at that 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
shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the
date of the giving of the notice or report to all other
shareholders.
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 shareholder by that means.
(2) The inability to so deliver the notices to the shareholder
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 chairperson of the board, president, vice president
or secretary by any person (other than the board) entitled to call a
special meeting of shareholders, the officer forthwith shall cause
notice to be given to the shareholders entitled to vote that a
meeting will be held at a time requested by the person or persons
calling the meeting, not less than 35 nor more than 60 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
procedure provided in subdivision (c) of Section 305 shall apply to
that application. The court may issue orders as may be appropriate,
including, without limitation, orders designating the time and place
of the meeting, the record date for determination of shareholders
entitled to vote and the form of notice.
(d) When a shareholders' 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 the shareholders may participate) are
announced at the meeting at which the adjournment is taken. At the
adjourned meeting the corporation may transact any business that
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 shareholder of record
entitled to vote at the meeting.
(e) The transactions of any meeting of shareholders, 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 either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in
person or by proxy, provides a waiver of notice or consent to the
holding of the meeting or an approval of the minutes thereof in
writing. All those 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 the 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
division to be included in the notice but not so included, if the
objection is expressly made at the meeting. Neither the business to
be transacted at nor the purpose of any regular or special meeting of
shareholders 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 shareholder approval at a meeting, other than unanimous
approval by those entitled to vote, pursuant to Section 310, 902,
1152, 1201, 1900 or 2007 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.
602. (a) Unless otherwise provided in the articles, a majority of
the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders, but in no
event shall a quorum consist of less than one-third (or, in the case
of a mutual water company, 20 percent) of the shares entitled to vote
at the meeting or, except in the case of a close corporation, of
more than a majority of the shares entitled to vote at the meeting.
Except as provided in subdivision (b), the affirmative vote of a
majority of the shares represented and voting at a duly held meeting
at which a quorum is present (which shares voting affirmatively also
constitute at least a majority of the required quorum) shall be the
act of the shareholders, unless the vote of a greater number or
voting by classes is required by this division or the articles.
(b) The shareholders 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 shareholders to
leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares
required to constitute a quorum or, if required by this division or
the articles, the vote of a greater number or voting by classes.
(c) In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares
represented either in person or by proxy, but no other business may
be transacted, except as provided in subdivision (b).
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 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.
604. (a) Any form of proxy or written consent distributed to 10 or
more shareholders of a corporation with outstanding shares held of
record by 100 or more persons shall afford an opportunity on the
proxy or form of written consent to specify a choice between approval
and disapproval of each matter or group of related matters intended
to be acted upon at the meeting for which the proxy is solicited or
by such written consent, other than elections to office, and shall
provide, subject to reasonable specified conditions, that where the
person solicited specifies a choice with respect to any such matter
the shares will be voted in accordance therewith.
(b) In any election of directors, any form of proxy in which the
directors to be voted upon are named therein as candidates and which
is marked by a shareholder "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
proxy at a meeting and the superior court may compel compliance
therewith at the suit of any shareholder.
(d) This section does not apply to any corporation with an
outstanding class of securities registered under Section 12 of the
Securities Exchange Act of 1934 or whose securities are exempted from
such registration by Section 12(g)(2) of that act.
605. (a) For the purpose of determining whether a corporation has
outstanding shares held of record by 100 or more persons, shares
shall be deemed to be "held of record" by each person who is
identified as the owner of such shares on the record of shareholders
maintained by or on behalf of the corporation, subject to the
following:
(1) In any case where the record of shareholders has not been
maintained in accordance with accepted practice, any additional
person who would be identified as such an owner on such record if it
had been maintained in accordance with accepted practice shall be
included as a holder of record.
(2) Shares identified as held of record by a corporation, a
partnership, a limited liability company, a trust, whether or not the
trustees are named, or other organization shall be included as so
held by one person.
(3) Shares identified as held of record by one or more persons as
trustees, executors, guardians, conservators, custodians or in other
fiduciary capacities with respect to a single trust, estate or
account shall be included as held of record by one person.
(4) Shares held by two or more persons as coowners shall be
included as held by one person.
(5) Shares registered in substantially similar names, where the
corporation (or other person soliciting proxies) has reason to
believe because of the address or other indications that such names
represent the same person, may be included as held of record by one
person.
(b) Notwithstanding subdivision (a):
(1) Shares held, to the knowledge of the corporation (or other
person soliciting proxies), subject to a voting trust, deposit
agreement or similar arrangement shall be included as held of record
by the recordholders of the voting trust certificates, certificates
of deposit, receipts or similar evidences of interest in such
securities; provided, however, that the corporation (or other person
soliciting proxies) may rely in good faith on such information as is
received in response to its request from a nonaffiliated issuer of
the certificates or evidences of interest.
(2) If the corporation (or other person soliciting proxies) knows
or has reason to know that the form of holding shares of record is
used primarily to circumvent the provisions of this section, the
beneficial owners of such shares shall be deemed to be the record
owners thereof.
