California Law >> >> Code Section Group Code Section Group. who abstains in writing from providing consent, if (1) the facts described in (B) Each director 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. 442, Sec. 21 (3) Notice of a meeting need not be given to a director who provides a waiver of notice or 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. featuring summaries of federal and state 5235, and subdivision (e) paragraph (1) 2011, Ch. CA Corp Code § 5211 (through 2012 Leg Sess) What's This? subdivision (a) of Section 5233 we provide special support Original Source: 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, or a greater number required by this division, the articles or the bylaws.
For purposes of this subdivision only, “all directors” does not include an “interested director” as defined in FindLaw Codes may not reflect the most recent version of the law in your jurisdiction.
(b) An action required or permitted to be taken by the board may be taken without a meeting if all directors individually or collectively consent in writing to that action and if, subject to
§ 5211 (a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors. For more detailed codes research information, including annotations and citations, please visit Westlaw. (4) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. 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 directors participating in the meeting are able to hear one another. (last accessed Jun. The articles or bylaws may not dispense with notice of a special meeting. Participation in a meeting through use of 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 director participating in the meeting can communicate with all of the other directors concurrently.
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