BILL NUMBER: SB 351 AMENDED
BILL TEXT
AMENDED IN ASSEMBLY JUNE 9, 2015
AMENDED IN SENATE MAY 4, 2015
AMENDED IN SENATE APRIL 6, 2015
INTRODUCED BY Committee on Banking and Financial Institutions
(Senators Block (Chair), Galgiani, Hall, Hueso, Lara, Morrell, and
Vidak)
FEBRUARY 24, 2015
An act to amend Sections 173, 305, 307, 312, 313, 416, 703, 1102,
5039.5, 5213, 7213, 9213, 12228.5, 12320, 12331, 12353, and
13401.5 and 12353 of, and to add Section 156.6
to, the Corporations Code, relating to corporations.
LEGISLATIVE COUNSEL'S DIGEST
SB 351, as amended, Committee on Banking and Financial
Institutions. Corporations.
(1) The General Corporation Law generally authorizes the formation
of general corporations. The Nonprofit Corporation Law authorizes
the formation of public benefit corporations, mutual benefit
corporations, and religious corporations. The Consumer Cooperative
Corporation Law authorizes the formation of consumer cooperatives.
Each of these laws require a corporation formed under its provisions
to have specific corporate officers, which include, among others, a
chair of the board, which is also referred to with gender variations.
This bill would specifically expand the permissible titles
relating to a chair of a board. This bill would make nonsubstantive
changes relating to bylaws effective during an emergency, as defined.
(2) The Consumer Cooperative Corporation Law authorizes the
formation of consumer cooperatives corporations, and specifies the
corporate power of a corporation and its officers formed under its
provisions.
This bill would expand the authority of a consumer cooperative
corporation to conduct its ordinary business operations in
anticipation of, or under the conditions of, an emergency, as
defined, to include, among others, the authority to modify the
requirements of giving notice to directors of a meeting of the board
of directors in any practicable manner. The bill would also authorize
a consumer cooperative corporation to enact bylaws effective only
during an emergency relating to the management and conduct of its
ordinary business affairs, to include, among others, bylaws providing
procedures for designating additional or substitute directors.
(3) The Moscone-Knox Professional Corporation Act provides for the
organization of a corporation under certain existing law for the
purposes of qualifying as a professional corporation under that act
and rendering professional services. The act authorizes specified
healing arts practitioners to be shareholders, officers, directors,
or professional employees of a designated professional corporation,
subject to certain limitations relating to ownership of shares.
This bill would add dental assistants, licensed dentists,
registered dental hygienists, and registered dental hygienists in
extended functions to the list of healing arts practitioners who may
be shareholders, officers, or directors of a registered dental
hygienist in alternative practice corporation.
Vote: majority. Appropriation: no. Fiscal committee: yes
no . State-mandated local program: no.
THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:
SECTION 1. Section 156.6 is added to the Corporations Code, to
read:
156.6. All references in this division to "chairperson of the
board" shall be deemed to refer to all permissible titles for the
chairperson of the board, as permitted by Section 312.
SEC. 2. Section 173 of the Corporations Code is amended to read:
173. "Officers' certificate" means a certificate signed and
verified by the chairperson of the board, the president or any vice
president and by the secretary, the chief financial officer, the
treasurer or any assistant secretary or assistant treasurer.
SEC. 3. Section 305 of the Corporations Code is amended to read:
305. (a) Unless otherwise provided in the articles or bylaws and
except for a vacancy created by the removal of a director, vacancies
on the board may be filled by approval of the board (Section 151) or,
if the number of directors then in office is less than a quorum, by
(1) the unanimous written consent of the directors then in office,
(2) the affirmative vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers of notice
complying with Section 307 or (3) a sole remaining director. Unless
the articles or a bylaw adopted by the shareholders provide that the
board may fill vacancies occurring in the board by reason of the
removal of directors, such vacancies may be filled only by approval
of the shareholders (Section 153).
(b) The shareholders may elect a director at any time to fill any
vacancy not filled by the directors. Any such election by written
consent other than to fill a vacancy created by removal, which
requires the unanimous consent of all shares entitled to vote for the
election of directors, requires the consent of a majority of the
outstanding shares entitled to vote.
(c) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the shareholders
shall constitute less than a majority of the directors then in
office, then both of the following shall be applicable:
(1) Any holder or holders of an aggregate of 5 percent or more of
the total number of shares at the time outstanding having the right
to vote for those directors may call a special meeting of
shareholders, or
(2) The superior court of the proper county shall, upon
application of such shareholder or shareholders, summarily order a
special meeting of shareholders, to be held to elect the entire
board. The term of office of any director shall terminate upon that
election of a successor.
The hearing on any application filed pursuant to this subdivision
shall be held on not less than 10 business days notice to the
corporation. If the corporation intends to oppose the application, it
shall file with the court a notice of opposition not later than five
business days prior to the date set for the hearing. The application
and any notice of opposition shall be supported by appropriate
affidavits and the court's determination shall be made on the basis
of the papers in the record; but, for good cause shown, the court may
receive and consider at the hearing additional evidence, oral or
documentary, and additional points and authorities. The hearing shall
take precedence over all other matters not of a similar nature
pending on the date set for the hearing.
(d) Any director may resign effective upon giving written notice
to the chairperson of the board, the president, the secretary or the
board of directors of the corporation, unless the notice specifies a
later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected
to take office when the resignation becomes effective.
SEC. 4. Section 307 of the Corporations Code is amended to read:
307. (a) Unless otherwise provided in the articles or, subject to
paragraph (5) of subdivision (a) of Section 204, in the bylaws, all
of the following apply:
(1) Meetings of the board may be called by the chairperson of the
board or the president or any vice president or the secretary or any
two directors.
(2) Regular meetings of the board may be held without notice if
the time and place of the meetings are fixed by the bylaws or the
board. Special meetings of the board shall be held upon four days'
notice by mail or 48 hours' notice delivered personally or by
telephone, including a voice messaging system or by electronic
transmission by the corporation (Section 20). The articles or bylaws
may not dispense with notice of a special meeting. A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the board.
(3) Notice of a meeting need not be given to a director who
provides a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof in writing, whether before or after
the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to that director.
These waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
(4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place. If the
meeting is adjourned for more than 24 hours, notice of an
adjournment to another time or place shall be given prior to the time
of the adjourned meeting to the directors who were not present at
the time of the adjournment.
(5) Meetings of the board may be held at a place within or without
the state that has been designated in the notice of the meeting or,
if not stated in the notice or there is no notice, designated in the
bylaws or by resolution of the board.
(6) Members of the board may participate in a meeting through use
of conference telephone, electronic video screen communication, or
electronic transmission by and to the corporation (Sections 20 and
21). Participation in a meeting through use of conference telephone
or electronic video screen communication pursuant to this subdivision
constitutes presence in person at that meeting as long as all
members participating in the meeting are able to hear one another.
Participation in a meeting through electronic transmission by and to
the corporation (other than conference telephone and electronic video
screen communication), pursuant to this subdivision constitutes
presence in person at that meeting if both of the following apply:
(A) Each member participating in the meeting can communicate with
all of the other members concurrently.
(B) Each member is provided the means of participating in all
matters before the board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
(7) A majority of the authorized number of directors constitutes a
quorum of the board for the transaction of business. The articles or
bylaws may not provide that a quorum shall be less than one-third
the authorized number of directors or less than two, whichever is
larger, unless the authorized number of directors is one, in which
case one director constitutes a quorum.
(8) An act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the
act of the board, subject to the provisions of Section 310 and
subdivision (e) of Section 317. The articles or bylaws may not
provide that a lesser vote than a majority of the directors present
at a meeting is the act of the board. A meeting at which a quorum is
initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by at
least a majority of the required quorum for that meeting.
(b) An action required or permitted to be taken by the board may
be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action and if
the number of members of the board serving at the time constitutes a
quorum. The written consent or consents shall be filed with the
minutes of the proceedings of the board. For purposes of this
subdivision only, "all members of the board" shall include an
"interested director" as described in subdivision (a) of Section 310
or a "common director" as described in subdivision (b) of Section 310
who abstains in writing from providing consent, where the
disclosures required by Section 310 have been made to the
noninterested or noncommon directors, as applicable, prior to their
execution of the written consent or consents, the specified
disclosures are conspicuously included in the written consent or
consents executed by the noninterested or noncommon directors, and
the noninterested or noncommon directors, as applicable, approve the
action by a vote that is sufficient without counting the votes of the
interested or common directors. If written consent is provided by
the directors in accordance with the immediately preceding sentence
and the disclosures made regarding the action that is the subject of
the consent do not comply with the requirements of Section 310, the
action that is the subject of the consent shall be deemed approved,
but in any suit brought to challenge the action, the party asserting
the validity of the action shall have the burden of proof in
establishing that the action was just and reasonable to the
corporation at the time it was approved.
(c) This section applies also to committees of the board and
incorporators and action by those committees and incorporators,
mutatis mutandis.
SEC. 5. Section 312 of the Corporations Code is amended to read:
312. (a) A corporation shall have (1) a chairperson of the board,
who may be given the title of chair of the board, chairperson of the
board, chairman of the board, or chairwoman of the board, or a
president or both, (2) a secretary, (3) a chief financial officer,
and (4) such other officers with such titles and duties as shall be
stated in the bylaws or determined by the board and as may be
necessary to enable it to sign instruments and share certificates.
The president, or if there is no president the chairperson of the
board, is the general manager and chief executive officer of the
corporation, unless otherwise provided in the articles or bylaws. Any
number of offices may be held by the same person unless the articles
or bylaws provide otherwise.
(b) Except as otherwise provided by the articles or bylaws,
officers shall be chosen by the board and serve at the pleasure of
the board, subject to the rights, if any, of an officer under any
contract of employment. Any officer may resign at any time upon
written notice to the corporation without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a
party.
SEC. 6. Section 313 of the Corporations Code is amended to read:
313. Subject to the provisions of subdivision (a) of Section 208,
any note, mortgage, evidence of indebtedness, contract, share
certificate, initial transaction statement or written statement,
conveyance, or other instrument in writing, and any assignment or
endorsement thereof, executed or entered into between any corporation
and any other person, when signed by the chairperson of the board,
the president or any vice president and the secretary, any assistant
secretary, the chief financial officer or any assistant treasurer of
such corporation, is not invalidated as to the corporation by any
lack of authority of the signing officers in the absence of actual
knowledge on the part of the other person that the signing officers
had no authority to execute the same.
SEC. 7. Section 416 of the Corporations Code is amended to read:
416. (a) Every holder of shares in a corporation shall be
entitled to have a certificate signed in the name of the corporation
by the chairperson or vice chairperson of the board or the president
or a vice president and by the chief financial officer or an
assistant treasurer or the secretary or any assistant secretary,
certifying the number of shares and the class or series of shares
owned by the shareholder. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed
upon a certificate has ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer,
transfer agent or registrar at the date of issue.
(b) Notwithstanding subdivision (a), a corporation may adopt a
system of issuance, recordation and transfer of its shares by
electronic or other means not involving any issuance of certificates,
including provisions for notice to purchasers in substitution for
the required statements on certificates under Sections 417, 418, and
1302, and as may be required by the commissioner in administering the
Corporate Securities Law of 1968, which system (1) has been approved
by the United States Securities and Exchange Commission, (2) is
authorized in any statute of the United States, or (3) is in
accordance with Division 8 (commencing with Section 8101) of the
Commercial Code. Any system so adopted shall not become effective as
to issued and outstanding certificated securities until the
certificates therefor have been surrendered to the corporation.
SEC. 8. Section 703 of the Corporations Code is amended to read:
703. (a) Shares standing in the name of another corporation,
domestic or foreign, may be voted by an officer, agent, or
proxyholder as the bylaws of the other corporation may prescribe or,
in the absence of such provision, as the board of the other
corporation may determine or, in the absence of that determination,
by the chairperson of the board, president or any vice president of
the other corporation, or by any other person authorized to do so by
the chairperson of the board, president, or any vice president of the
other corporation. Shares which are purported to be voted or any
proxy purported to be executed in the name of a corporation (whether
or not any title of the person signing is indicated) shall be
presumed to be voted or the proxy executed in accordance with the
provisions of this subdivision, unless the contrary is shown.
(b) Shares of a corporation owned by its subsidiary shall not be
entitled to vote on any matter.
(c) Shares held by the issuing corporation in a fiduciary
capacity, and shares of an issuing corporation held in a fiduciary
capacity by its subsidiary, shall not be entitled to vote on any
matter, except as follows:
(1) To the extent that the settlor or beneficial owner possesses
and exercises a right to vote or to give the corporation binding
instructions as to how to vote such shares.
(2) Where there are one or more cotrustees who are not affected by
the prohibition of this subdivision, in which case the shares may be
voted by the cotrustees as if it or they are the sole trustee.
SEC. 9. Section 1102 of the Corporations Code is amended to read:
1102. Each corporation shall sign the agreement by its
chairperson of the board, president or a vice president and secretary
or an assistant secretary acting on behalf of their respective
corporations.
SEC. 10. Section 5039.5 of the Corporations Code is amended to
read:
5039.5. All references in this division to "chairman of the
board," other than in Sections 5213, 7213, and 9213, shall be deemed
to refer to all permissible titles for a chair of the board, as
permitted by Sections 5213, 7213, and 9213.
SEC. 11. Section 5213 of the Corporations Code is amended to read:
5213. (a) A corporation shall have (1) a chair of the board, who
may be given the title chair, chairperson, chairman, chairwoman,
chair of the board, chairperson of the board, chairman of the board,
or chairwoman of the board, or a president or both, (2) a secretary,
(3) a treasurer or a chief financial officer or both, and (4) any
other officers with any titles and duties as shall be stated in the
bylaws or determined by the board and as may be necessary to enable
it to sign instruments. The president, or if there is no president
the chair of the board, is the general manager and chief executive
officer of the corporation, unless otherwise provided in the articles
or bylaws. Unless otherwise specified in the articles or the bylaws,
if there is no chief financial officer, the treasurer is the chief
financial officer of the corporation. Any number of offices may be
held by the same person unless the articles or bylaws provide
otherwise, except that no person serving as the secretary, the
treasurer, or the chief financial officer may serve concurrently as
the president or chair of the board. Any compensation of the
president or chief executive officer and the chief financial officer
or treasurer shall be determined in accordance with subdivision (g)
of Section 12586 of the Government Code, if applicable.
(b) Except as otherwise provided by the articles or bylaws,
officers shall be chosen by the board and serve at the pleasure of
the board, subject to the rights, if any, of an officer under any
contract of employment. Any officer may resign at any time upon
written notice to the corporation without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a
party.
(c) If the articles or bylaws provide for the election of any
officers by the members, the term of office of the elected officer
shall be one year unless the articles or bylaws provide for a
different term which shall not exceed three years.
SEC. 12. Section 7213 of the Corporations Code is amended to read:
7213. (a) A corporation shall have (1) a chair of the board, who
may be given the title chair, chairperson, chairman, chairwoman,
chair of the board, chairperson of the board, chairman of the board,
or chairwoman of the board, or a president or both, (2) a secretary,
(3) a treasurer or a chief financial officer or both, and (4) any
other officers with any titles and duties as shall be stated in the
bylaws or determined by the board and as may be necessary to enable
it to sign instruments. The president, or if there is no president
the chair of the board, is the general manager and chief executive
officer of the corporation, unless otherwise provided in the articles
or bylaws. Unless otherwise specified in the articles or the bylaws,
if there is no chief financial officer, the treasurer is the chief
financial officer of the corporation. Any number of offices may be
held by the same person unless the articles or bylaws provide
otherwise. Where a corporation holds assets in charitable trust, any
compensation of the president or chief executive officer and the
chief financial officer or treasurer shall be determined in
accordance with subdivision (g) of Section 12586 of the Government
Code, if applicable.
(b) Except as otherwise provided by the articles or bylaws,
officers shall be chosen by the board and serve at the pleasure of
the board, subject to the rights, if any, of an officer under any
contract of employment. Any officer may resign at any time upon
written notice to the corporation without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a
party.
SEC. 13. Section 9213 of the Corporations Code is amended to read:
9213. (a) A corporation shall have (1) a chair of the board, who
may be given the title chair, chairperson, chairman, chairwoman,
chair of the board, chairperson of the board, chairman of the board,
or chairwoman of the board, or a president or both, (2) a secretary,
(3) a treasurer or a chief financial officer or both and (4) any
other officers with any titles and duties as are stated in the bylaws
or determined by the board and as may be necessary to enable it to
sign instruments. The president, or if there is no president, the
chair of the board, is the general manager and chief executive
officer of the corporation, unless otherwise provided in the articles
or bylaws. Unless otherwise specified in the articles or the bylaws,
if there is no chief financial officer, the treasurer is the chief
financial officer of the corporation. Any number of offices may be
held by the same person unless the articles or bylaws provide
otherwise, except that no person serving as the secretary, the
treasurer, or the chief financial officer may serve concurrently as
the president or chair of the board. Any compensation of the
president or chief executive officer and the chief financial officer
or treasurer shall be determined in accordance with subdivision (g)
of Section 12586 of the Government Code, if applicable.
(b) Except as otherwise provided by the articles or bylaws,
officers shall be chosen by the board and serve at the pleasure of
the board, subject to the rights, if any, of an officer under any
contract of employment. Any officer may resign at any time upon
written notice to the corporation without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a
party.
SEC. 14. Section 12228.5 of the Corporations Code is amended to
read:
12228.5. For the purposes of this part, all references to
"chairman of the board," other than in Section 12353, shall be deemed
to refer to all permissible titles for a chair of the board, as
permitted by Section 12353.
SEC. 15. Section 12320 of the Corporations Code is amended to
read:
12320. Subject to any limitations contained in the articles or
bylaws and to compliance with other provisions of this part and any
other applicable laws, a corporation, in carrying out its activities,
shall have all of the powers of a natural person, including, without
limitation, the power to:
(a) Adopt, use, and at will alter a corporate seal, but failure to
affix a seal does not affect the validity of any instrument.
(b) Adopt, amend, and repeal bylaws.
(c) Qualify to conduct its activities in any other state,
territory, dependency, or foreign country.
(d) Issue, purchase, redeem, receive, take or otherwise acquire,
own, sell, lend, exchange, transfer or otherwise dispose of, pledge,
use and otherwise deal in and with its own memberships, bonds,
debentures, notes, and debt securities.
(e) Pay pensions, and establish and carry out pension, deferred
compensation, saving, thrift and other retirement, incentive and
benefit plans, trusts and provisions for any or all of its directors,
officers, employees, and persons providing services to it or any of
its subsidiary or related or associated corporations, and to
indemnify and purchase and maintain insurance on behalf of any
fiduciary of such plans, trusts, or provisions.
(f) Issue certificates evidencing membership in accordance with
the provisions of Section 12401 and issue identity cards to identify
those persons eligible to use the corporation's facilities.
(g) Levy dues, assessments, and membership and transfer fees.
(h) Make donations for the public welfare or for community funds,
hospital, charitable, educational, scientific, civic, religious, or
similar purposes.
(i) Assume obligations, enter into contracts, including contracts
of guarantee or suretyship, incur liabilities, borrow or lend money
or otherwise use its credit, and secure any of its obligations,
contracts or liabilities by mortgage, pledge or other encumbrance of
all or any part of its property and income.
(j) Participate with others in any partnership, joint venture or
other association, transaction or arrangement of any kind whether or
not such participation involves sharing or delegation of control with
or to others.
(k) Act as trustee under any trust incidental to the principal
objects of the corporation, and receive, hold, administer, exchange,
and expend funds and property subject to such trust.
( l ) Carry on a business at a profit and apply any
profit that results from the business activity to any activity in
which it may lawfully engage.
(m) (1) In anticipation of or during an emergency, take either or
both of the following actions necessary to conduct the corporation's
ordinary business operations and affairs, unless emergency bylaws
provide otherwise pursuant to subdivision (h) of Section 12331:
(A) Modify lines of succession to accommodate the incapacity of
any director, officer, employee, or agent resulting from the
emergency.
(B) Relocate the principal office, designate alternative principal
offices or regional offices, or authorize the officers to do so.
(2) During an emergency, take either or both of the following
actions necessary to conduct the corporation's ordinary business
operations and affairs, unless emergency bylaws provide otherwise
pursuant to subdivision (h) of Section 12331:
(A) Give notice to a director or directors in any practicable
manner under the circumstances, including, but not limited to, by
publication and radio, when notice of a meeting of the board cannot
be given to that director or directors in the manner prescribed by
the bylaws or Section 12351.
(B) Deem that one or more officers of the corporation present at a
board meeting is a director, in order of rank and within the same
rank in order of seniority, as necessary to achieve a quorum for that
meeting.
(3) In anticipation of or during an emergency, the board may not
take any action that requires the vote of the members or is not in
the corporation's ordinary course of business, unless the required
vote of the members was obtained prior to the emergency.
(4) Any actions taken in good faith in anticipation of or during
an emergency under this subdivision bind the corporation and may not
be used to impose liability on a corporate director, officer,
employee, or agent.
(5) For purposes of this subdivision, "emergency" means any of the
following events or circumstances as a result of which, and only so
long as, a quorum of the corporation's board of directors cannot be
readily convened for action:
(A) A natural catastrophe, including, but not limited to, a
hurricane, tornado, storm, high water, wind-driven water, tidal wave,
tsunami, earthquake, volcanic eruption, landslide, mudslide,
snowstorm, or, regardless of cause, any fire, flood, or explosion.
(B) An attack on this state or nation by an enemy of the United
States of America, or upon receipt by this state of a warning from
the federal government indicating that an enemy attack is probable or
imminent.
(C) An act of terrorism or other manmade disaster that results in
extraordinary levels of casualties or damage or disruption severely
affecting the infrastructure, environment, economy, government
functions, or population, including, but not limited to, mass
evacuations.
(D) A state of emergency proclaimed by a Governor or by the
President of the United States.
SEC. 16. Section 12331 of the Corporations Code is amended to
read:
12331. (a) The bylaws shall set forth (unless such provision is
contained in the articles, in which case it may only be changed by an
amendment of the articles) the number of directors of the
corporation, or the method of determining the number of directors of
the corporation, or that the number of directors shall be not less
than a stated minimum or more than a stated maximum with the exact
number of directors to be fixed, within the limits specified, by
approval of the board or the members (Sections 12222 and 12224), in
the manner provided in the bylaws, subject to subdivision (e). The
number or minimum number of directors shall not be less than three.
Alternate directors may be permitted, in which event, the bylaws
shall specify the manner and times of their election and the
conditions to their service in place of a director.
(b) Once members have been admitted, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number
or changing from a fixed to a variable board or vice versa may only
be adopted by approval of the members.
(c) The bylaws may contain any provision, not in conflict with law
or the articles, for the management of the activities and for the
conduct of the affairs of the corporation, including, but not limited
to:
(1) Any provision referred to in subdivision (c) of Section 12313.
(2) The time, place and manner of calling, conducting and giving
notice of members', directors', and committee meetings, or of
conducting mail ballots.
(3) The qualifications, duties, and compensation of directors; the
time of their election; and the requirements of a quorum for
directors' and committee meetings.
(4) The appointment of committees, composed of directors or
nondirectors or both, by the board or any officer and the authority
of these committees.
(5) The appointment, duties, compensation, and tenure of officers.
(6) The mode of determination of members of record.
(7) The making of reports and financial statements to members.
(8) Setting, imposing, and collecting dues, assessments, and
membership and transfer fees.
(9) The time and manner of patronage distributions consistent with
this part.
(d) The bylaws may provide for eligibility, the manner of
admission, withdrawal, suspension, and expulsion of members, and the
suspension or termination of memberships consistent with the
requirements of Section 12431.
(e) The bylaws may require, for any or all corporate actions, the
vote of a larger proportion of, or all of, the members or the members
of any class, unit, or grouping of members or the vote of a larger
proportion of, or all of, the directors, than is otherwise required
by this part. A provision in the bylaws requiring a greater vote
shall not be altered, amended, or repealed except by the greater
vote, unless otherwise provided in the bylaws.
(f) The bylaws may contain a provision limiting the number of
members, in total or of any class or series, which the corporation is
authorized to admit.
(g) The bylaws may provide for the establishment by the
corporation of a program for the education of its members, officers,
employees, and the general public in the principles and techniques of
cooperation.
(h) (1) The bylaws may contain any provision, not in conflict with
the articles, to manage and conduct the ordinary business affairs of
the corporation effective only in an emergency as defined in Section
12320, including, but not limited to, procedures for calling a board
meeting, quorum requirements for a board meeting, and designation of
additional or substitute directors.
(2) During an emergency, the board may not take any action that
requires the vote of the members or otherwise is not in the
corporation's ordinary course of business, unless the required vote
of the members was obtained prior to the emergency.
(3) All provisions of the regular bylaws consistent with the
emergency bylaws shall remain effective during the emergency, and the
emergency bylaws shall not be effective after the emergency ends.
(4) Corporate action taken in good faith in accordance with the
emergency bylaws binds the corporation, and may not be used to impose
liability on a corporate director, officer, employee, or agent.
SEC. 17. Section 12353 of the Corporations Code is amended to
read:
12353. (a) A corporation shall have (1) a chair of the board, who
may be given the title chair, chairperson, chairman, chairwoman,
chair of the board, chairperson of the board, chairman of the board,
or chairwoman of the board, or a president or both, (2) a secretary,
(3) a treasurer or a chief financial officer or both, and (4) any
other officers with any titles and duties as shall be stated in the
bylaws or determined by the board and as may be necessary to enable
it to sign instruments. The president, or if there is no president
the chair of the board, is the chief executive officer of the
corporation, unless otherwise provided in the articles or bylaws.
Unless otherwise specified in the articles or the bylaws, if there is
no chief financial officer, the treasurer is the chief financial
officer of the corporation. Any number of offices may be held by the
same person unless the articles or bylaws provide otherwise. Either
the chair of the board or the president shall be elected from among
those board members elected by the membership of the corporation.
(b) Except as otherwise provided by the articles or bylaws,
officers shall be chosen by the board and serve at the pleasure of
the board, subject to the rights, if any, of an officer under any
contract of employment. Any officer may resign at any time upon
written notice to the corporation without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a
party.
SEC. 18. Section 13401.5 of the Corporations
Code is amended to read:
13401.5. Notwithstanding subdivision (d) of Section 13401 and any
other provision of law, the following licensed persons may be
shareholders, officers, directors, or professional employees of the
professional corporations designated in this section so long as the
sum of all shares owned by those licensed persons does not exceed 49
percent of the total number of shares of the professional corporation
so designated herein, and so long as the number of those licensed
persons owning shares in the professional corporation so designated
herein does not exceed the number of persons licensed by the
governmental agency regulating the designated professional
corporation. This section does not limit employment by a professional
corporation designated in this section of only those licensed
professionals listed under each subdivision. Any person duly licensed
under Division 2 (commencing with Section 500) of the Business and
Professions Code, the Chiropractic Act, or the Osteopathic Act may be
employed to render professional services by a professional
corporation designated in this section.
(a) Medical corporation.
(1) Licensed doctors of podiatric medicine.
(2) Licensed psychologists.
(3) Registered nurses.
(4) Licensed optometrists.
(5) Licensed marriage and family therapists.
(6) Licensed clinical social workers.
(7) Licensed physician assistants.
(8) Licensed chiropractors.
(9) Licensed acupuncturists.
(10) Naturopathic doctors.
(11) Licensed professional clinical counselors.
(12) Licensed physical therapists.
(b) Podiatric medical corporation.
(1) Licensed physicians and surgeons.
(2) Licensed psychologists.
(3) Registered nurses.
(4) Licensed optometrists.
(5) Licensed chiropractors.
(6) Licensed acupuncturists.
(7) Naturopathic doctors.
(8) Licensed physical therapists.
(c) Psychological corporation.
(1) Licensed physicians and surgeons.
(2) Licensed doctors of podiatric medicine.
(3) Registered nurses.
(4) Licensed optometrists.
(5) Licensed marriage and family therapists.
(6) Licensed clinical social workers.
(7) Licensed chiropractors.
(8) Licensed acupuncturists.
(9) Naturopathic doctors.
(10) Licensed professional clinical counselors.
(d) Speech-language pathology corporation.
(1) Licensed audiologists.
(e) Audiology corporation.
(1) Licensed speech-language pathologists.
(f) Nursing corporation.
(1) Licensed physicians and surgeons.
(2) Licensed doctors of podiatric medicine.
(3) Licensed psychologists.
(4) Licensed optometrists.
(5) Licensed marriage and family therapists.
(6) Licensed clinical social workers.
(7) Licensed physician assistants.
(8) Licensed chiropractors.
(9) Licensed acupuncturists.
(10) Naturopathic doctors.
(11) Licensed professional clinical counselors.
(g) Marriage and family therapist corporation.
(1) Licensed physicians and surgeons.
(2) Licensed psychologists.
(3) Licensed clinical social workers.
(4) Registered nurses.
(5) Licensed chiropractors.
(6) Licensed acupuncturists.
(7) Naturopathic doctors.
(8) Licensed professional clinical counselors.
(h) Licensed clinical social worker corporation.
(1) Licensed physicians and surgeons.
(2) Licensed psychologists.
(3) Licensed marriage and family therapists.
(4) Registered nurses.
(5) Licensed chiropractors.
(6) Licensed acupuncturists.
(7) Naturopathic doctors.
(8) Licensed professional clinical counselors.
(i) Physician assistants corporation.
(1) Licensed physicians and surgeons.
(2) Registered nurses.
(3) Licensed acupuncturists.
(4) Naturopathic doctors.
(j) Optometric corporation.
(1) Licensed physicians and surgeons.
(2) Licensed doctors of podiatric medicine.
(3) Licensed psychologists.
(4) Registered nurses.
(5) Licensed chiropractors.
(6) Licensed acupuncturists.
(7) Naturopathic doctors.
(k) Chiropractic corporation.
(1) Licensed physicians and surgeons.
(2) Licensed doctors of podiatric medicine.
(3) Licensed psychologists.
(4) Registered nurses.
(5) Licensed optometrists.
(6) Licensed marriage and family therapists.
(7) Licensed clinical social workers.
(8) Licensed acupuncturists.
(9) Naturopathic doctors.
(10) Licensed professional clinical counselors.
( l ) Acupuncture corporation.
(1) Licensed physicians and surgeons.
(2) Licensed doctors of podiatric medicine.
(3) Licensed psychologists.
(4) Registered nurses.
(5) Licensed optometrists.
(6) Licensed marriage and family therapists.
(7) Licensed clinical social workers.
(8) Licensed physician assistants.
(9) Licensed chiropractors.
(10) Naturopathic doctors.
(11) Licensed professional clinical counselors.
(m) Naturopathic doctor corporation.
(1) Licensed physicians and surgeons.
(2) Licensed psychologists.
(3) Registered nurses.
(4) Licensed physician assistants.
(5) Licensed chiropractors.
(6) Licensed acupuncturists.
(7) Licensed physical therapists.
(8) Licensed doctors of podiatric medicine.
(9) Licensed marriage and family therapists.
(10) Licensed clinical social workers.
(11) Licensed optometrists.
(12) Licensed professional clinical counselors.
(n) Dental corporation.
(1) Licensed physicians and surgeons.
(2) Dental assistants.
(3) Registered dental assistants.
(4) Registered dental assistants in extended functions.
(5) Registered dental hygienists.
(6) Registered dental hygienists in extended functions.
(7) Registered dental hygienists in alternative practice.
(o) Professional clinical counselor corporation.
(1) Licensed physicians and surgeons.
(2) Licensed psychologists.
(3) Licensed clinical social workers.
(4) Licensed marriage and family therapists.
(5) Registered nurses.
(6) Licensed chiropractors.
(7) Licensed acupuncturists.
(8) Naturopathic doctors.
(p) Physical therapy corporation.
(1) Licensed physicians and surgeons.
(2) Licensed doctors of podiatric medicine.
(3) Licensed acupuncturists.
(4) Naturopathic doctors.
(5) Licensed occupational therapists.
(6) Licensed speech-language therapists.
(7) Licensed audiologists.
(8) Registered nurses.
(9) Licensed psychologists.
(10) Licensed physician assistants.
(q) Registered Dental Hygienist in Alternative Practice
Corporation.
(1) Dental assistants.
(2) Licensed dentists.
(3) Registered dental hygienists.
(4) Registered dental hygienists in extended functions.