BILL NUMBER: AB 1211	CHAPTERED
	BILL TEXT

	CHAPTER  442
	FILED WITH SECRETARY OF STATE  OCTOBER 3, 2011
	APPROVED BY GOVERNOR  OCTOBER 3, 2011
	PASSED THE SENATE  SEPTEMBER 6, 2011
	PASSED THE ASSEMBLY  SEPTEMBER 7, 2011
	AMENDED IN SENATE  AUGUST 29, 2011

INTRODUCED BY   Assembly Member Silva

                        FEBRUARY 18, 2011

   An act to amend Sections 1113, 5211, 5212, 5213, 5222, 5235, 5913,
6010, 6019.1, 6321, 6324, 6615, 6716, 7211, 7212, 7213, 8010,
8019.1, 8324, 8615, 9211, 9212, 9213, 9250, 9640, 12311, 12351,
12352, and 12353 of, and to add Sections 7914, 9634, and 18122 to,
the Corporations Code, relating to not-for-profit corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   AB 1211, Silva. Not-for-profit corporations.
   (1) Existing law provides for the formation and operations of
nonprofit corporations. Existing law provides for establishing a
quorum of a board of directors to take action at a meeting and allows
the articles of incorporation or bylaws to require the presence of
specified directors in order to constitute a quorum. Existing law
provides that the death of a director excuses requiring the presence
of that director to establish a quorum. Existing law authorizes a
board of directors to take action by unanimous written consent in
lieu of a meeting without the consent of an interested director, as
defined.
   This bill would instead provide that death or nonexistence of a
director excuses requiring the presence of a specified director to
establish a quorum. The bill would also revise the definition of an
"interested director," as specified.
   (2) Existing law excludes interested directors, as defined, from
the directors required to consent in order to take action without a
meeting.
   This bill would also, under specified circumstances, exclude
common directors, as defined, from the directors required to consent
in order to take action without a meeting.
   (3) Existing law provides that a director has only one vote on any
action at a meeting and prohibits a director from voting by proxy at
a meeting.
   This bill would apply those provisions to a unanimous written
consent in lieu of a meeting.
   (4) Existing law requires all public benefit corporations to
obtain a waiver from the Attorney General's office in order to file
dissolution documents with the Secretary of State and requires those
corporations to obtain the consent of the Attorney General to a
proposed merger, except as specified.
   This bill would exempt from these requirements specified public
benefit corporations that are not otherwise subject to the
supervisory authority of the Attorney General.
   (5) Existing law requires certain charitable corporations and
unincorporated associations holding property for charitable and
certain other purposes to file specified reports with the Attorney
General. Existing law requires a corporation to furnish an annual
report to its members regarding transactions with interested persons.

   This bill would allow a corporation to furnish to its members a
copy of a report filed with the Attorney General in lieu of the above
annual report when the report to the Attorney General includes the
information required in the annual report.
   (6) The bill would make other nonsubstantive and conforming
changes.
   (7) This bill would incorporate additional changes to Section 1113
of the Corporations Code proposed by SB 201, to be operative only if
SB 201 and this bill are both chaptered and become effective on or
before January 1, 2012, and this bill is chaptered last.


THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:

  SECTION 1.  Section 1113 of the Corporations Code is amended to
read:
   1113.  (a) Any one or more corporations may merge with one or more
other business entities (Section 174.5). One or more domestic
corporations (Section 167) not organized under this division and one
or more foreign corporations (Section 171) may be parties to the
merger. Notwithstanding the provisions of this section, the merger of
any number of corporations with any number of other business
entities may be effected only if:
   (1) In a merger in which a domestic corporation not organized
under this division or a domestic other business entity is a party,
it is authorized by the laws under which it is organized to effect
the merger.
   (2) In a merger in which a foreign corporation is a party, it is
authorized by the laws under which it is organized to effect the
merger.
   (3) In a merger in which a foreign other business entity is a
party, it is authorized by the laws under which it is organized to
effect the merger.
   (b) Each corporation and each other party which desires to merge
shall approve, and shall be a party to, an agreement of merger. Other
persons, including a parent party (Section 1200), may be parties to
the agreement of merger. The board of each corporation which desires
to merge, and, if required the shareholders, shall approve the
agreement of merger. The agreement of merger shall be approved on
behalf of each party by those persons required to approve the merger
by the laws under which it is organized. The agreement of merger
shall state:
   (1) The terms and conditions of the merger.
   (2) The name and place of incorporation or organization of each
party to the merger and the identity of the surviving party.
   (3) The amendments, if any, subject to Sections 900 and 907, to
the articles of the surviving corporation, if applicable, to be
effected by the merger. If any amendment changes the name of the
surviving corporation, if applicable, the new name may be, subject to
subdivision (b) of Section 201, the same as or similar to the name
of a disappearing party to the merger.
   (4) The manner of converting the shares of each constituent
corporation into shares, interests, or other securities of the
surviving party. If any shares of any constituent corporation are not
to be converted solely into shares, interests or other securities of
the surviving party, the agreement of merger shall state (i) the
cash, rights, securities, or other property which the holders of
those shares are to receive in exchange for the shares, which cash,
rights, securities, or other property may be in addition to or in
lieu of shares, interests or other securities of the surviving party,
or (ii) that the shares are canceled without consideration.
   (5) Any other details or provisions required by the laws under
which any party to the merger is organized, including, if a public
benefit corporation or a religious corporation is a party to the
merger, Section 6019.1, or, if a mutual benefit corporation is a
party to the merger, Section 8019.1, or, if a consumer cooperative
corporation is a party to the merger, Section 12540.1, or if an
unincorporated association is a party to the merger, Section 18370,
or, if a domestic limited partnership is a party to the merger,
Section 15678.2 or 15911.12, or, if a domestic partnership is a party
to the merger, Section 16911, or, if a domestic limited liability
company is a party to the merger, Section 17551.
   (6) Any other details or provisions as are desired, including,
without limitation, a provision for the payment of cash in lieu of
fractional shares or for any other arrangement with respect thereto
consistent with the provisions of Section 407.
   (c) Each share of the same class or series of any constituent
corporation (other than the cancellation of shares held by a party to
the merger or its parent, or a wholly owned subsidiary of either, in
another constituent corporation) shall, unless all shareholders of
the class or series consent and except as provided in Section 407, be
treated equally with respect to any distribution of cash, rights,
securities, or other property. Notwithstanding paragraph (4) of
subdivision (b), the unredeemable common shares of a constituent
corporation may be converted only into unredeemable common shares of
a surviving corporation or a parent party (Section 1200) or
unredeemable equity securities of a surviving party other than a
corporation if another party to the merger or its parent owns,
directly or indirectly, prior to the merger shares of that
corporation representing more than 50 percent of the voting power of
that corporation, unless all of the shareholders of the class consent
and except as provided in Section 407.
   (d) Notwithstanding its prior approval, an agreement of merger may
be amended prior to the filing of the agreement of merger or the
certificate of merger, as is applicable, if the amendment is approved
by the board of each constituent corporation and, if the amendment
changes any of the principal terms of the agreement, by the
outstanding shares (Section 152), if required by Chapter 12
(commencing with Section 1200), in the same manner as the original
agreement of merger. If the agreement of merger as so amended and
approved is also approved by each of the other parties to the
agreement of merger, the agreement of merger as so amended shall then
constitute the agreement of merger.
   (e) The board of a constituent corporation may, in its discretion,
abandon a merger, subject to the contractual rights, if any, of
third parties, including other parties to the agreement of merger,
without further approval by the outstanding shares (Section 152), at
any time before the merger is effective.
   (f) Each constituent corporation shall sign the agreement of
merger by its chairperson of the board, president or a vice president
and also by its secretary or an assistant secretary acting on behalf
of their respective corporations.
   (g) (1) If the surviving party is a corporation or a foreign
corporation, or if a public benefit corporation (Section 5060), a
mutual benefit corporation (Section 5059), a religious corporation
(Section 5061), or a corporation organized under the Consumer
Cooperative Corporation Law (Section 12200) is a party to the merger,
after required approvals of the merger by each constituent
corporation through approval of the board (Section 151) and any
approval of the outstanding shares (Section 152) required by Chapter
12 (commencing with Section 1200) and by the other parties to the
merger, the surviving party shall file a copy of the agreement of
merger with an officers' certificate of each constituent domestic and
foreign corporation attached stating the total number of outstanding
shares or membership interests of each class entitled to vote on the
merger (and identifying any other person or persons whose approval
is required), that the agreement of merger in the form attached or
its principal terms, as required, were approved by that corporation
by a vote of a number of shares or membership interests of each class
that equaled or exceeded the vote required, specifying each class
entitled to vote and the percentage vote required of each class and,
if applicable, by that other person or persons whose approval is
required, or that the merger agreement was entitled to be and was
approved by the board alone (as provided in Section 1201, in the case
of corporations subject to that section). If equity securities of a
parent party (Section 1200) are to be issued in the merger, the
officers' certificate of that controlled party shall state either
that no vote of the shareholders of the parent party was required or
that the required vote was obtained. In lieu of an officers'
certificate, a certificate of merger, on a form prescribed by the
Secretary of State, shall be filed for each constituent other
business entity. The certificate of merger shall be executed and
acknowledged by each domestic constituent limited liability company
by all managers of the limited liability company (unless a lesser
number is specified in its articles of organization or operating
agreement) and by each domestic constituent limited partnership by
all general partners (unless a lesser number is provided in its
certificate of limited partnership or partnership agreement) and by
each domestic constituent general partnership by two partners (unless
a lesser number is provided in its partnership agreement) and by
each foreign constituent limited liability company by one or more
managers and by each foreign constituent general partnership or
foreign constituent limited partnership by one or more general
partners, and by each constituent reciprocal insurer by the
chairperson of the board, president, or vice president, and by the
secretary or assistant secretary, or, if a constituent reciprocal
insurer has not appointed those officers, by the chairperson of the
board, president, or vice president, and by the secretary or
assistant secretary of the constituent reciprocal insurer's
attorney-in-fact, and by each other party to the merger by those
persons required or authorized to execute the certificate of merger
by the laws under which that party is organized, specifying for that
party the provision of law or other basis for the authority of the
signing persons. The certificate of merger shall set forth, if a vote
of the shareholders, members, partners, or other holders of
interests of the constituent other business entity was required, a
statement setting forth the total number of outstanding interests of
each class entitled to vote on the merger and that the agreement of
merger in the form attached or its principal terms, as required, were
approved by a vote of the number of interests of each class that
equaled or exceeded the vote required, specifying each class entitled
to vote and the percentage vote required of each class, and any
other information required to be set forth under the laws under which
the constituent other business entity is organized, including, if a
domestic limited partnership is a party to the merger, subdivision
(a) of Section 15678.4 or subdivision (a) of Section 15911.14, if a
domestic partnership is a party to the merger, subdivision (b) of
Section 16915, and, if a domestic limited liability company is a
party to the merger, subdivision (a) of Section 17552. The
certificate of merger for each constituent foreign other business
entity, if any, shall also set forth the statutory or other basis
under which that foreign other business entity is authorized by the
laws under which it is organized to effect the merger. The merger and
any amendment of the articles of the surviving corporation, if
applicable, contained in the agreement of merger shall be effective
upon filing of the agreement of merger with an officer's certificate
of each constituent domestic and foreign corporation and a
certificate of merger for each constituent other business entity,
subject to subdivision (c) of Section 110 and subject to the
provisions of subdivision (j), and the several parties thereto shall
be one entity. If a domestic reciprocal insurer organized after 1974
to provide medical malpractice insurance is a party to the merger,
the agreement of merger or certificate of merger shall not be filed
until there has been filed the certificate issued by the Insurance
Commissioner approving the merger pursuant to Section 1555 of the
Insurance Code. The Secretary of State may certify a copy of the
agreement of merger separate from the officers' certificates and
certificates of merger attached thereto.
   (2) If the surviving entity is an other business entity, and no
public benefit corporation (Section 5060), mutual benefit corporation
(Section 5059), religious corporation (Section 5061), or corporation
organized under the Consumer Cooperative Corporation Law (Section
12200) is a party to the merger, after required approvals of the
merger by each constituent corporation through approval of the board
(Section 151) and any approval of the outstanding shares (Section
152) required by Chapter 12 (commencing with Section 1200) and by the
other parties to the merger, the parties to the merger shall file a
certificate of merger in the office of, and on a form prescribed by,
the Secretary of State. The certificate of merger shall be executed
and acknowledged by each constituent domestic and foreign corporation
by its chairperson of the board, president or a vice president and
also by its secretary or an assistant secretary and by each domestic
constituent limited liability company by all managers of the limited
liability company (unless a lesser number is specified in its
articles of organization or operating agreement) and by each domestic
constituent limited partnership by all general partners (unless a
lesser number is provided in its certificate of limited partnership
or partnership agreement) and by each domestic constituent general
partnership by two partners (unless a lesser number is provided in
its partnership agreement) and by each foreign constituent limited
liability company by one or more managers and by each foreign
constituent general partnership or foreign constituent limited
partnership by one or more general partners, and by each constituent
reciprocal insurer by the chairperson of the board, president, or
vice president, and by the secretary or assistant secretary, or, if a
constituent reciprocal insurer has not appointed those officers, by
the chairperson of the board, president, or vice president, and by
the secretary or assistant secretary of the constituent reciprocal
insurer's attorney-in-fact. The certificate of merger shall be signed
by each other party to the merger by those persons required or
authorized to execute the certificate of merger by the laws under
which that party is organized, specifying for that party the
provision of law or other basis for the authority of the signing
persons. The certificate of merger shall set forth all of the
following:
   (A) The name, place of incorporation or organization, and the
Secretary of State's file number, if any, of each party to the
merger, separately identifying the disappearing parties and the
surviving party.
   (B) If the approval of the outstanding shares of a constituent
corporation was required by Chapter 12 (commencing with Section
1200), a statement setting forth the total number of outstanding
shares of each class entitled to vote on the merger and that the
principal terms of the agreement of merger were approved by a vote of
the number of shares of each class entitled to vote and the
percentage vote required of each class.
   (C) The future effective date or time, not more than 90 days
subsequent to the date of filing of the merger, if the merger is not
to be effective upon the filing of the certificate of merger with the
office of the Secretary of State.
   (D) A statement, by each party to the merger which is a domestic
corporation not organized under this division, a foreign corporation,
or an other business entity, of the statutory or other basis under
which that party is authorized by the laws under which it is
organized to effect the merger.
   (E) Any other information required to be stated in the certificate
of merger by the laws under which each party to the merger is
organized, including, if a domestic limited liability company is a
party to the merger, subdivision (a) of Section 17552, if a domestic
partnership is a party to the merger, subdivision (b) of Section
16915, and, if a domestic limited partnership is a party to the
merger, subdivision (a) of Section 15678.4 or subdivision (a) of
Section 15911.14.
   (F) Any other details or provisions that may be desired.
   Unless a future effective date or time is provided in a
certificate of merger, in which event the merger shall be effective
at that future effective date or time, a merger shall be effective
upon the filing of the certificate of merger in the office of the
Secretary of State and the several parties thereto shall be one
entity. The surviving other business entity shall keep a copy of the
agreement of merger at its principal place of business which, for
purposes of this subdivision, shall be the office referred to in
Section 17057 if a domestic limited liability company, at the
business address specified in paragraph (5) of subdivision (a) of
Section 17552 if a foreign limited liability company, at the office
referred to in subdivision (a) of Section 16403 if a domestic general
partnership, at the business address specified in subdivision (f) of
Section 16911 if a foreign partnership, at the office referred to in
subdivision (a) of Section 15614 or in subdivision (a) of Section
15901.14 if a domestic limited partnership, or at the business
address specified in paragraph (5) of subdivision (a) of Section
15678.4 or paragraph (3) of subdivision (a) of Section 15909.02 if a
foreign limited partnership. Upon the request of a holder of equity
securities of a party to the merger, a person with authority to do so
on behalf of the surviving other business entity shall promptly
deliver to that holder, a copy of the agreement of merger. A waiver
by that holder of the rights provided in the foregoing sentence shall
be unenforceable. If a domestic reciprocal insurer organized after
1974 to provide medical malpractice insurance is a party to the
merger the agreement of merger or certificate of merger shall not be
filed until there has been filed the certificate issued by the
Insurance Commissioner approving the merger in accordance with
Section 1555 of the Insurance Code.
   (h) (1) A copy of an agreement of merger certified on or after the
effective date by an official having custody thereof has the same
force in evidence as the original and, except as against the state,
is conclusive evidence of the performance of all conditions precedent
to the merger, the existence on the effective date of the surviving
party to the merger and the performance of the conditions necessary
to the adoption of any amendment to the articles, if applicable,
contained in the agreement of merger.
   (2) For all purposes for a merger in which the surviving entity is
a domestic other business entity and the filing of a certificate of
merger is required by paragraph (2) of subdivision (g), a copy of the
certificate of merger duly certified by the Secretary of State is
conclusive evidence of the merger of the constituent corporations,
either by themselves or together with the other parties to the
merger, into the surviving other business entity.
   (i) (1) Upon a merger pursuant to this section, the separate
existences of the disappearing parties to the merger cease and the
surviving party to the merger shall succeed, without other transfer,
to all the rights and property of each of the disappearing parties to
the merger and shall be subject to all the debts and liabilities of
each in the same manner as if the surviving party to the merger had
itself incurred them.
   (2) All rights of creditors and all liens upon the property of
each of the constituent corporations and other parties to the merger
shall be preserved unimpaired, provided that those liens upon
property of a disappearing party shall be limited to the property
affected thereby immediately prior to the time the merger is
effective.
   (3) Any action or proceeding pending by or against any
disappearing corporation or disappearing party to the merger may be
prosecuted to judgment, which shall bind the surviving party, or the
surviving party may be proceeded against or substituted in its place.

   (4) If a limited partnership or a general partnership is a party
to the merger, nothing in this section is intended to affect the
liability a general partner of a disappearing limited partnership or
general partnership may have in connection with the debts and
liabilities of the disappearing limited partnership or general
partnership existing prior to the time the merger is effective.
   (j) (1) The merger of domestic corporations with foreign
corporations or foreign other business entities in a merger in which
one or more other business entities is a party shall comply with
subdivision (a) and this subdivision.
   (2) If the surviving party is a domestic corporation or domestic
other business entity, the merger proceedings with respect to that
party and any domestic disappearing corporation shall conform to the
provisions of this section. If the surviving party is a foreign
corporation or foreign other business entity, then, subject to the
requirements of subdivision (c), and of Section 407 and Chapter 12
(commencing with Section 1200) and Chapter 13 (commencing with
Section 1300), and, if applicable, corresponding provisions of the
Nonprofit Corporation Law or the Consumer Cooperative Corporation
Law, with respect to any domestic constituent corporations, Chapter
13 (commencing with Section 17600) of Title 2.5 with respect to any
domestic constituent limited liability companies, Article 6
(commencing with Section 16601) of Chapter 5 of Title 2 with respect
to any domestic constituent general partnerships, and Article 7.6
(commencing with Section 15679.1) of Chapter 3, and Article 11.5
(commencing with Section 15911.20) of Chapter 5.5 of Title 2 with
respect to any domestic constituent limited partnerships, the merger
proceedings may be in accordance with the laws of the state or place
of incorporation or organization of the surviving party.
   (3) If the surviving party is a domestic corporation or domestic
other business entity, the certificate of merger or the agreement of
merger with attachments shall be filed as provided in subdivision (g)
and thereupon, subject to subdivision (c) of Section 110 or
paragraph (2) of subdivision (g), as is applicable, the merger shall
be effective as to each domestic constituent corporation and domestic
constituent other business entity.
   (4) If the surviving party is a foreign corporation or foreign
other business entity, the merger shall become effective in
accordance with the law of the jurisdiction in which the surviving
party is organized, but, except as provided in paragraph (5), the
merger shall be effective as to any domestic disappearing corporation
as of the time of effectiveness in the foreign jurisdiction upon the
filing in this state of a copy of the agreement of merger with an
officers' certificate of each constituent foreign and domestic
corporation and a certificate of merger of each constituent other
business entity attached, which officers' certificates and
certificates of merger shall conform to the requirements of paragraph
(1) of subdivision (g). If one or more domestic other business
entities is a disappearing party in a merger pursuant to this
subdivision in which a foreign other business entity is the surviving
entity, a certificate of merger required by the laws under which
that domestic other business entity is organized, including
subdivision (a) of Section 15678.4, subdivision (a) of Section
15911.14, subdivision (b) of Section 16915, or subdivision (a) of
Section 17552, as is applicable, shall also be filed at the same time
as the filing of the agreement of merger.
   (5) If the date of the filing in this state pursuant to this
subdivision is more than six months after the time of the
effectiveness in the foreign jurisdiction, or if the powers of a
domestic disappearing corporation are suspended at the time of
effectiveness in the foreign jurisdiction, the merger shall be
effective as to the domestic disappearing corporation as of the date
of filing in this state.
   (6) In a merger described in paragraph (3) or (4), each foreign
disappearing corporation that is qualified for the transaction of
intrastate business shall by virtue of the filing pursuant to this
subdivision, subject to subdivision (c) of Section 110, automatically
surrender its right to transact intrastate business in this state.
The filing of the agreement of merger or certificate of merger, as is
applicable, pursuant to this subdivision, by a disappearing foreign
other business entity registered for the transaction of intrastate
business in this state shall, by virtue of that filing, subject to
subdivision (c) of Section 110, automatically cancels the
registration for that foreign other business entity, without the
necessity of the filing of a certificate of cancellation.
  SEC. 1.5.  Section 1113 of the Corporations Code is amended to
read:
   1113.  (a) Any one or more corporations may merge with one or more
other business entities (Section 174.5). One or more domestic
corporations (Section 167) not organized under this division and one
or more foreign corporations (Section 171) may be parties to the
merger. Notwithstanding the provisions of this section, the merger of
any number of corporations with any number of other business
entities may be effected only if:
   (1) In a merger in which a domestic corporation not organized
under this division or a domestic other business entity is a party,
it is authorized by the laws under which it is organized to effect
the merger.
   (2) In a merger in which a foreign corporation is a party, it is
authorized by the laws under which it is organized to effect the
merger.
   (3) In a merger in which a foreign other business entity is a
party, it is authorized by the laws under which it is organized to
effect the merger.
   (b) Each corporation and each other party that desires to merge
shall approve, and shall be a party to, an agreement of merger. Other
persons, including a parent party (Section 1200), may be parties to
the agreement of merger. The board of each corporation that desires
to merge and, if required, the shareholders shall approve the
agreement of merger. The agreement of merger shall be approved on
behalf of each party by those persons required to approve the merger
by the laws under which it is organized. The agreement of merger
shall state:
   (1) The terms and conditions of the merger.
   (2) The name and place of incorporation or organization of each
party to the merger and the identity of the surviving party.
   (3) The amendments, if any, subject to Sections 900 and 907, to
the articles of the surviving corporation, if applicable, to be
effected by the merger. If any amendment changes the name of the
surviving corporation, if applicable, the new name may be, subject to
subdivision (b) of Section 201, the same as or similar to the name
of a disappearing party to the merger.
   (4) The manner of converting the shares of each constituent
corporation into shares, interests, or other securities of the
surviving party. If any shares of any constituent corporation are not
to be converted solely into shares, interests or other securities of
the surviving party, the agreement of merger shall state (i) the
cash, rights, securities, or other
           property which the holders of those shares are to receive
in exchange for the shares, which cash, rights, securities, or other
property may be in addition to or in lieu of shares, interests or
other securities of the surviving party, or (ii) that the shares are
canceled without consideration.
   (5) Any other details or provisions required by the laws under
which any party to the merger is organized, including, if a public
benefit corporation or a religious corporation is a party to the
merger, Section 6019.1, or, if a mutual benefit corporation is a
party to the merger, Section 8019.1, or, if a consumer cooperative
corporation is a party to the merger, Section 12540.1, or if an
unincorporated association is a party to the merger, Section 18370,
or, if a domestic limited partnership is a party to the merger,
Section 15911.12, or, if a domestic partnership is a party to the
merger, Section 16911, or, if a domestic limited liability company is
a party to the merger, Section 17551.
   (6) Any other details or provisions as are desired, including,
without limitation, a provision for the payment of cash in lieu of
fractional shares or for any other arrangement with respect thereto
consistent with the provisions of Section 407.
   (c) Each share of the same class or series of any constituent
corporation (other than the cancellation of shares held by a party to
the merger or its parent, or a wholly owned subsidiary of either, in
another constituent corporation) shall, unless all shareholders of
the class or series consent and except as provided in Section 407, be
treated equally with respect to any distribution of cash, rights,
securities, or other property. Notwithstanding paragraph (4) of
subdivision (b), the unredeemable common shares of a constituent
corporation may be converted only into unredeemable common shares of
a surviving corporation or a parent party (Section 1200) or
unredeemable equity securities of a surviving party other than a
corporation if another party to the merger or its parent owns,
directly or indirectly, prior to the merger shares of that
corporation representing more than 50 percent of the voting power of
that corporation, unless all of the shareholders of the class consent
and except as provided in Section 407.
   (d) Notwithstanding its prior approval, an agreement of merger may
be amended prior to the filing of the agreement of merger or the
certificate of merger, as is applicable, if the amendment is approved
by the board of each constituent corporation and, if the amendment
changes any of the principal terms of the agreement, by the
outstanding shares (Section 152), if required by Chapter 12
(commencing with Section 1200), in the same manner as the original
agreement of merger. If the agreement of merger as so amended and
approved is also approved by each of the other parties to the
agreement of merger, the agreement of merger as so amended shall then
constitute the agreement of merger.
   (e) The board of a constituent corporation may, in its discretion,
abandon a merger, subject to the contractual rights, if any, of
third parties, including other parties to the agreement of merger,
without further approval by the outstanding shares (Section 152), at
any time before the merger is effective.
   (f) Each constituent corporation shall sign the agreement of
merger by its chairperson of the board, president or a vice president
and also by its secretary or an assistant secretary acting on behalf
of their respective corporations.
   (g) (1) If the surviving party is a corporation or a foreign
corporation, or if a flexible purpose corporation (Section 171.08), a
public benefit corporation (Section 5060), a mutual benefit
corporation (Section 5059), a religious corporation (Section 5061),
or a corporation organized under the Consumer Cooperative Corporation
Law (Section 12200) is a party to the merger, after required
approvals of the merger by each constituent corporation through
approval of the board (Section 151) and any approval of the
outstanding shares (Section 152) required by Chapter 12 (commencing
with Section 1200) and by the other parties to the merger, the
surviving party shall file a copy of the agreement of merger with an
officers' certificate of each constituent domestic and foreign
corporation attached stating the total number of outstanding shares
or membership interests of each class entitled to vote on the merger
(and identifying any other person or persons whose approval is
required), that the agreement of merger in the form attached or its
principal terms, as required, were approved by that corporation by a
vote of a number of shares or membership interests of each class that
equaled or exceeded the vote required, specifying each class
entitled to vote and the percentage vote required of each class and,
if applicable, by that other person or persons whose approval is
required, or that the merger agreement was entitled to be and was
approved by the board alone (as provided in Section 1201, in the case
of corporations subject to that section). If equity securities of a
parent party (Section 1200) are to be issued in the merger, the
officers' certificate of that controlled party shall state either
that no vote of the shareholders of the parent party was required or
that the required vote was obtained. In lieu of an officers'
certificate, a certificate of merger, on a form prescribed by the
Secretary of State, shall be filed for each constituent other
business entity. The certificate of merger shall be executed and
acknowledged by each domestic constituent limited liability company
by all managers of the limited liability company (unless a lesser
number is specified in its articles of organization or operating
agreement) and by each domestic constituent limited partnership by
all general partners (unless a lesser number is provided in its
certificate of limited partnership or partnership agreement) and by
each domestic constituent general partnership by two partners (unless
a lesser number is provided in its partnership agreement) and by
each foreign constituent limited liability company by one or more
managers and by each foreign constituent general partnership or
foreign constituent limited partnership by one or more general
partners, and by each constituent reciprocal insurer by the
chairperson of the board, president, or vice president, and by the
secretary or assistant secretary, or, if a constituent reciprocal
insurer has not appointed those officers, by the chairperson of the
board, president, or vice president, and by the secretary or
assistant secretary of the constituent reciprocal insurer's
attorney-in-fact, and by each other party to the merger by those
persons required or authorized to execute the certificate of merger
by the laws under which that party is organized, specifying for that
party the provision of law or other basis for the authority of the
signing persons. The certificate of merger shall set forth, if a vote
of the shareholders, members, partners, or other holders of
interests of the constituent other business entity was required, a
statement setting forth the total number of outstanding interests of
each class entitled to vote on the merger and that the agreement of
merger in the form attached or its principal terms, as required, were
approved by a vote of the number of interests of each class that
equaled or exceeded the vote required, specifying each class entitled
to vote and the percentage vote required of each class, and any
other information required to be set forth under the laws under which
the constituent other business entity is organized, including, if a
domestic limited partnership is a party to the merger, subdivision
(a) of Section 15911.14, if a domestic partnership is a party to the
merger, subdivision (b) of Section 16915, and, if a domestic limited
liability company is a party to the merger, subdivision (a) of
Section 17552. The certificate of merger for each constituent foreign
other business entity, if any, shall also set forth the statutory or
other basis under which that foreign other business entity is
authorized by the laws under which it is organized to effect the
merger. The merger and any amendment of the articles of the surviving
corporation, if applicable, contained in the agreement of merger
shall be effective upon filing of the agreement of merger with an
officer's certificate of each constituent domestic and foreign
corporation and a certificate of merger for each constituent other
business entity, subject to subdivision (c) of Section 110 and
subject to the provisions of subdivision (j), and the several parties
thereto shall be one entity. If a domestic reciprocal insurer
organized after 1974 to provide medical malpractice insurance is a
party to the merger, the agreement of merger or certificate of merger
shall not be filed until there has been filed the certificate issued
by the Insurance Commissioner approving the merger pursuant to
Section 1555 of the Insurance Code. The Secretary of State may
certify a copy of the agreement of merger separate from the officers'
certificates and certificates of merger attached thereto.
   (2) If the surviving entity is an other business entity, and no
public benefit corporation (Section 5060), mutual benefit corporation
(Section 5059), religious corporation (Section 5061), or corporation
organized under the Consumer Cooperative Corporation Law (Section
12200) is a party to the merger, after required approvals of the
merger by each constituent corporation through approval of the board
(Section 151) and any approval of the outstanding shares (Section
152) required by Chapter 12 (commencing with Section 1200) and by the
other parties to the merger, the parties to the merger shall file a
certificate of merger in the office of, and on a form prescribed by,
the Secretary of State. The certificate of merger shall be executed
and acknowledged by each constituent domestic and foreign corporation
by its chairperson of the board, president or a vice president and
also by its secretary or an assistant secretary and by each domestic
constituent limited liability company by all managers of the limited
liability company (unless a lesser number is specified in its
articles of organization or operating agreement) and by each domestic
constituent limited partnership by all general partners (unless a
lesser number is provided in its certificate of limited partnership
or partnership agreement) and by each domestic constituent general
partnership by two partners (unless a lesser number is provided in
its partnership agreement) and by each foreign constituent limited
liability company by one or more managers and by each foreign
constituent general partnership or foreign constituent limited
partnership by one or more general partners, and by each constituent
reciprocal insurer by the chairperson of the board, president, or
vice president, and by the secretary or assistant secretary, or, if a
constituent reciprocal insurer has not appointed those officers, by
the chairperson of the board, president, or vice president, and by
the secretary or assistant secretary of the constituent reciprocal
insurer's attorney-in-fact. The certificate of merger shall be signed
by each other party to the merger by those persons required or
authorized to execute the certificate of merger by the laws under
which that party is organized, specifying for that party the
provision of law or other basis for the authority of the signing
persons. The certificate of merger shall set forth all of the
following:
   (A) The name, place of incorporation or organization, and the
Secretary of State's file number, if any, of each party to the
merger, separately identifying the disappearing parties and the
surviving party.
   (B) If the approval of the outstanding shares of a constituent
corporation was required by Chapter 12 (commencing with Section
1200), a statement setting forth the total number of outstanding
shares of each class entitled to vote on the merger and that the
principal terms of the agreement of merger were approved by a vote of
the number of shares of each class entitled to vote and the
percentage vote required of each class.
   (C) The future effective date or time, not more than 90 days
subsequent to the date of filing of the merger, if the merger is not
to be effective upon the filing of the certificate of merger with the
office of the Secretary of State.
   (D) A statement, by each party to the merger which is a domestic
corporation not organized under this division, a foreign corporation,
or an other business entity, of the statutory or other basis under
which that party is authorized by the laws under which it is
organized to effect the merger.
   (E) Any other information required to be stated in the certificate
of merger by the laws under which each party to the merger is
organized, including, if a domestic limited liability company is a
party to the merger, subdivision (a) of Section 17552, if a domestic
partnership is a party to the merger, subdivision (b) of Section
16915, and, if a domestic limited partnership is a party to the
merger, subdivision (a) of Section 15911.14.
   (F) Any other details or provisions that may be desired.
   Unless a future effective date or time is provided in a
certificate of merger, in which event the merger shall be effective
at that future effective date or time, a merger shall be effective
upon the filing of the certificate of merger in the office of the
Secretary of State and the several parties thereto shall be one
entity. The surviving other business entity shall keep a copy of the
agreement of merger at its principal place of business which, for
purposes of this subdivision, shall be the office referred to in
Section 17057 if a domestic limited liability company, at the
business address specified in paragraph (5) of subdivision (a) of
Section 17552 if a foreign limited liability company, at the office
referred to in subdivision (a) of Section 16403 if a domestic general
partnership, at the business address specified in subdivision (f) of
Section 16911 if a foreign partnership, at the office referred to in
subdivision (a) of Section 15901.14 if a domestic limited
partnership, or at the business address specified in paragraph (3) of
subdivision (a) of Section 15909.02 if a foreign limited
partnership. Upon the request of a holder of equity securities of a
party to the merger, a person with authority to do so on behalf of
the surviving other business entity shall promptly deliver to that
holder, a copy of the agreement of merger. A waiver by that holder of
the rights provided in the foregoing sentence shall be
unenforceable. If a domestic reciprocal insurer organized after 1974
to provide medical malpractice insurance is a party to the merger the
agreement of merger or certificate of merger shall not be filed
until there has been filed the certificate issued by the Insurance
Commissioner approving the merger in accordance with Section 1555 of
the Insurance Code.
   (h) (1) A copy of an agreement of merger certified on or after the
effective date by an official having custody thereof has the same
force in evidence as the original and, except as against the state,
is conclusive evidence of the performance of all conditions precedent
to the merger, the existence on the effective date of the surviving
party to the merger and the performance of the conditions necessary
to the adoption of any amendment to the articles, if applicable,
contained in the agreement of merger.
   (2) For all purposes for a merger in which the surviving entity is
a domestic other business entity and the filing of a certificate of
merger is required by paragraph (2) of subdivision (g), a copy of the
certificate of merger duly certified by the Secretary of State is
conclusive evidence of the merger of the constituent corporations,
either by themselves or together with the other parties to the
merger, into the surviving other business entity.
   (i) (1) Upon a merger pursuant to this section, the separate
existences of the disappearing parties to the merger cease and the
surviving party to the merger shall succeed, without other transfer,
to all the rights and property of each of the disappearing parties to
the merger and shall be subject to all the debts and liabilities of
each in the same manner as if the surviving party to the merger had
itself incurred them.
   (2) All rights of creditors and all liens upon the property of
each of the constituent corporations and other parties to the merger
shall be preserved unimpaired, provided that those liens upon
property of a disappearing party shall be limited to the property
affected thereby immediately prior to the time the merger is
effective.
   (3) Any action or proceeding pending by or against any
disappearing corporation or disappearing party to the merger may be
prosecuted to judgment, which shall bind the surviving party, or the
surviving party may be proceeded against or substituted in its place.

   (4) If a limited partnership or a general partnership is a party
to the merger, nothing in this section is intended to affect the
liability a general partner of a disappearing limited partnership or
general partnership may have in connection with the debts and
liabilities of the disappearing limited partnership or general
partnership existing prior to the time the merger is effective.
   (j) (1) The merger of domestic corporations with foreign
corporations or foreign other business entities in a merger in which
one or more other business entities is a party shall comply with
subdivision (a) and this subdivision.
   (2) If the surviving party is a domestic corporation or domestic
other business entity, the merger proceedings with respect to that
party and any domestic disappearing corporation shall conform to the
provisions of this section. If the surviving party is a foreign
corporation or foreign other business entity, then, subject to the
requirements of subdivision (c), and of Section 407 and Chapter 12
(commencing with Section 1200) and Chapter 13 (commencing with
Section 1300), and, if applicable, corresponding provisions of the
Nonprofit Corporation Law or the Consumer Cooperative Corporation
Law, with respect to any domestic constituent corporations, Chapter
13 (commencing with Section 17600) of Title 2.5 with respect to any
domestic constituent limited liability companies, Article 6
(commencing with Section 16601) of Chapter 5 of Title 2 with respect
to any domestic constituent general partnerships, and Article 11.5
(commencing with Section 15911.20) of Chapter 5.5 of Title 2 with
respect to any domestic constituent limited partnerships, the merger
proceedings may be in accordance with the laws of the state or place
of incorporation or organization of the surviving party.
   (3) If the surviving party is a domestic corporation or domestic
other business entity, the certificate of merger or the agreement of
merger with attachments shall be filed as provided in subdivision (g)
and thereupon, subject to subdivision (c) of Section 110 or
paragraph (2) of subdivision (g), as is applicable, the merger shall
be effective as to each domestic constituent corporation and domestic
constituent other business entity.
   (4) If the surviving party is a foreign corporation or foreign
other business entity, the merger shall become effective in
accordance with the law of the jurisdiction in which the surviving
party is organized, but, except as provided in paragraph (5), the
merger shall be effective as to any domestic disappearing corporation
as of the time of effectiveness in the foreign jurisdiction upon the
filing in this state of a copy of the agreement of merger with an
officers' certificate of each constituent foreign and domestic
corporation and a certificate of merger of each constituent other
business entity attached, which officers' certificates and
certificates of merger shall conform to the requirements of paragraph
(1) of subdivision (g). If one or more domestic other business
entities is a disappearing party in a merger pursuant to this
subdivision in which a foreign other business entity is the surviving
entity, a certificate of merger required by the laws under which
that domestic other business entity is organized, including
subdivision (a) of Section 15911.14, subdivision (b) of Section
16915, or subdivision (a) of Section 17552, as is applicable, shall
also be filed at the same time as the filing of the agreement of
merger.
   (5) If the date of the filing in this state pursuant to this
subdivision is more than six months after the time of the
effectiveness in the foreign jurisdiction, or if the powers of a
domestic disappearing corporation are suspended at the time of
effectiveness in the foreign jurisdiction, the merger shall be
effective as to the domestic disappearing corporation as of the date
of filing in this state.
   (6) In a merger described in paragraph (3) or (4), each foreign
disappearing corporation that is qualified for the transaction of
intrastate business shall by virtue of the filing pursuant to this
subdivision, subject to subdivision (c) of Section 110, automatically
surrender its right to transact intrastate business in this state.
The filing of the agreement of merger or certificate of merger, as is
applicable, pursuant to this subdivision, by a disappearing foreign
other business entity registered for the transaction of intrastate
business in this state shall, by virtue of that filing, subject to
subdivision (c) of Section 110, automatically cancels the
registration for that foreign other business entity, without the
necessity of the filing of a certificate of cancellation.
  SEC. 2.  Section 5211 of the Corporations Code is amended to read:
   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.
   (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 first-class 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 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 meetings.
   (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) Directors 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
directors participating in the meeting are able to hear one another.
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.
   (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.
   (7) A majority of the number of directors authorized in or
pursuant to the articles or bylaws constitutes a quorum of the board
for the transaction of business. The articles or bylaws may require
the presence of one or more specified directors in order to
constitute a quorum of the board to transact business, as long as the
death or nonexistence of a specified director or the death or
nonexistence of the person or persons otherwise authorized to appoint
or designate that director does not prevent the corporation from
transacting business in the normal course of events. The articles or
bylaws may not provide that a quorum shall be less than one-fifth the
number of directors authorized in or pursuant to the articles or
bylaws, or less than two, whichever is larger, unless the number of
directors authorized in or pursuant to the articles or bylaws is one,
in which case one director constitutes a quorum.
   (8) Subject to the provisions of Sections 5212, 5233, 5234, 5235,
and subdivision (e) of Section 5238, 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. 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, or a greater number required by this division, the articles
or the bylaws.
   (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
subdivision (a) of Section 5224, the number of directors then in
office constitutes a quorum. The written consent or consents shall be
filed with the minutes of the proceedings of the board. The action
by written consent shall have the same force and effect as a
unanimous vote of the directors. For purposes of this subdivision
only, "all
directors" does not include an "interested director" as defined in
subdivision (a) of Section 5233 or a "common director" as described
in subdivision (b) of Section 5234 who abstains in writing from
providing consent, where (1) the facts described in paragraph (2) or
(3) of subdivision (d) of Section 5233 are established or the
provisions of paragraph (1) or (2) of subdivision (a) of Section 5234
are satisfied, as appropriate, at or prior to execution of the
written consent or consents; (2) the establishment of those facts or
satisfaction of those provisions, as applicable, is included in the
written consent or consents executed by the noninterested or
noncommon directors or in other records of the corporation; and (3)
the noninterested or noncommon directors, as applicable, approve the
action by a vote that is sufficient without counting the votes of the
interested directors or common directors.
   (c) Each director shall have one vote on each matter presented to
the board of directors for action. No director may vote by proxy.
   (d) The provisions of this section apply also to incorporators, to
committees of the board, and to action by those incorporators or
committees mutatis mutandis.
  SEC. 3.  Section 5212 of the Corporations Code is amended to read:
   5212.  (a) The board may, by resolution adopted by a majority of
the number of directors then in office, provided that a quorum is
present, create one or more committees, each consisting of two or
more directors, to serve at the pleasure of the board. Appointments
to such committees shall be by a majority vote of the directors then
in office, unless the articles or bylaws require a majority vote of
the number of directors authorized in or pursuant to the articles or
bylaws. The bylaws may authorize one or more such committees, each
consisting of two or more directors, and may provide that a specified
officer or officers who are also directors of the corporation shall
be a member or members of such committee or committees. The board may
appoint one or more directors as alternate members of such
committee, who may replace any absent member at any meeting of the
committee. Such committee, to the extent provided in the resolution
of the board or in the bylaws, shall have all the authority of the
board, except with respect to:
   (1) The approval of any action for which this part also requires
approval of the members (Section 5034) or approval of a majority of
all members (Section 5033), regardless of whether the corporation has
members.
   (2) The filling of vacancies on the board or in any committee
which has the authority of the board.
   (3) The fixing of compensation of the directors for serving on the
board or on any committee.
   (4) The amendment or repeal of bylaws or the adoption of new
bylaws.
   (5) The amendment or repeal of any resolution of the board which
by its express terms is not so amendable or repealable.
   (6) The appointment of committees of the board or the members
thereof.
   (7) The expenditure of corporate funds to support a nominee for
director after there are more people nominated for director than can
be elected.
   (8) The approval of any self-dealing transaction except as
provided in paragraph (3) of subdivision (d) of Section 5233.
   (b)  A committee exercising the authority of the board shall not
include as members persons who are not directors. However, the board
may create other committees that do not exercise the authority of the
board and these other committees may include persons regardless of
whether they are directors.
   (c) Unless the bylaws otherwise provide, the board may delegate to
any committee powers as authorized by Section 5210, but may not
delegate the powers set forth in paragraphs (1) to (8), inclusive, of
subdivision (a).
   (d) If required by subdivision (e) of Section 12586 of the
Government Code, the board shall appoint an audit committee in
accordance with that subdivision and for the purposes set forth
therein.
  SEC. 4.  Section 5213 of the Corporations Code is amended to read:
   5213.  (a) A corporation shall have a chair of the board, who may
be given the title chair of the board, chairperson of the board,
chairman of the board, or chairwoman of the board, or a president or
both, a secretary, a treasurer or a chief financial officer or both,
and 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. 5.  Section 5222 of the Corporations Code is amended to read:
   5222.  (a) Subject to subdivisions (b) and (f), any or all
directors may be removed without cause if:
   (1) In a corporation with fewer than 50 members, the removal is
approved by a majority of all members (Section 5033).
   (2) In a corporation with 50 or more members, the removal is
approved by the members (Section 5034).
   (3) In a corporation with no members, the removal is approved by a
majority of the directors then in office.
   (b) Except for a corporation having no members pursuant to Section
5310:
   (1) In a corporation in which the articles or bylaws authorize
members to cumulate their votes pursuant to subdivision (a) of
Section 5616, no director may be removed (unless the entire board is
removed) if the votes cast against removal, or not consenting in
writing to the removal, would be sufficient to elect the director if
voted cumulatively at an election at which the same total number of
votes were cast (or, if the action is taken by written ballot, all
memberships entitled to vote were voted) and the entire number of
directors authorized at the time of the director's most recent
election were then being elected.
   (2) If by the provisions of the articles or bylaws the members of
any class, voting as a class, are entitled to elect one or more
directors, any director so elected may be removed only by the
applicable vote of the members of that class.
   (3) If by the provisions of the articles or bylaws the members
within a chapter or other organizational unit, or region or other
geographic grouping, voting as such, are entitled to elect one or
more directors, any director so elected may be removed only by the
applicable vote of the members within the organizational unit or
geographic grouping.
   (c) Any reduction of the authorized number of directors or any
amendment reducing the number of classes of directors does not remove
any director prior to the expiration of the director's term of
office unless the reduction or any amendment also provides for the
removal of one or more specified directors.
   (d) Except as provided in this section and Sections 5221, 5223,
and 5227, a director may not be removed prior to the expiration of
the director's term of office.
   (e) If a director removed under this section, Section 5221,
Section 5223, or Section 5227 was chosen by designation pursuant to
subdivision (d) of Section 5220, then:
   (1) If a different person may be designated pursuant to a
governing article or bylaw provision, the new designation shall be
made.
   (2) If the governing article or bylaw provision contains no
provision under which a different person may be designated, the
governing article or bylaw provision shall be deemed repealed.
   (f) For the purposes of this subdivision, "designator" means one
or more designators. If by the provisions of the articles or bylaws a
designator is entitled to designate one or more directors, then:
   (1) Unless otherwise provided in the articles or bylaws at the
time of designation, any director so designated may be removed
without cause by the designator of that director.
   (2) Any director so designated may only be removed under
subdivision (a) with the written consent of the designator of that
director.
   (3) Unless otherwise provided in the articles or bylaws, the right
to remove shall not apply if any of the following circumstances
exist:
   (A) The designator entitled to that right has died or ceased to
exist.
   (B) If that right is in the capacity of an officer, trustee, or
other status, and the office, trust, or status has ceased to exist.
  SEC. 6.  Section 5235 of the Corporations Code is amended to read:
   5235.  (a) The board may fix the compensation of a director, as
director or officer, and no obligation, otherwise valid, to pay such
compensation shall be voidable merely because the persons receiving
the compensation participated in the decision to pay it, unless it
was not just and reasonable as to the corporation at the time it was
authorized, ratified or approved. The board shall take other actions
that are required by subdivision (g) of Section 12586 of the
Government Code, if applicable.
   (b) In the absence of fraud, any liability under this section
shall be limited to the amount by which the compensation exceeded
what was just and reasonable, plus interest from the date of payment.

  SEC. 7.  Section 5913 of the Corporations Code is amended to read:
   5913.  Except for an agreement or transaction subject to Section
5914 or 5920, a corporation shall give written notice to the Attorney
General 20 days before it sells, leases, conveys, exchanges,
transfers or otherwise disposes of all or substantially all of its
assets unless the transaction is in the usual and regular course of
its activities or unless the Attorney General has given the
corporation a written waiver of this section as to the proposed
transaction. This section shall not apply to a public benefit
corporation that is exempt from the supervisory authority of the
Attorney General pursuant to Sections 12581 and 12583 of the
Government Code by virtue of being a committee, as defined in Section
82013 of the Government Code, that is required to and does file any
statement pursuant to the provisions of Article 2 (commencing with
Section 84200) of Chapter 4 of Title 9 of the Government Code.
  SEC. 8.  Section 6010 of the Corporations Code is amended to read:
   6010.  (a) A public benefit corporation may merge with any
domestic corporation, foreign corporation (Section 171), or other
business entity (Section 5063.5). However, without the prior written
consent of the Attorney General, a public benefit corporation may
only merge with another public benefit corporation or a religious
corporation or a foreign nonprofit corporation or an unincorporated
association the governing documents of which provide that its assets
are irrevocably dedicated to charitable, religious, or public
purposes. In addition, a public benefit corporation that is exempt
from the supervisory authority of the Attorney General pursuant to
Sections 12581 and 12583 of the Government Code by virtue of being a
committee, as defined in Section 82013 of the Government Code, that
is required to and does file any statement pursuant to the provisions
of Article 2 (commencing with Section 84200) of Chapter 4 of Title 9
of the Government Code, may merge with another public benefit
corporation similarly exempt without having to obtain the Attorney
General's consent.
   (b) At least 20 days prior to consummation of any merger allowed
by subdivision (a), the Attorney General must be provided with a copy
of the proposed agreement of merger.
   (c) Without the prior written consent of the Attorney General,
when a merger occurs pursuant to subdivision (a), each member of a
constituent corporation may only receive or keep a membership in the
surviving corporation for or as a result of the member's membership
in the constituent corporation.
  SEC. 9.  Section 6019.1 of the Corporations Code is amended to
read:
   6019.1.  (a) Subject to the provisions of Sections 6010 and 9640,
any one or more corporations may merge with one or more other
business entities (Section 5063.5). One or more other domestic
corporations and foreign corporations (Section 5053) may be parties
to the merger. Notwithstanding the provisions of this section, such a
merger may be effected only if:
   (1) In a merger in which a domestic corporation or domestic other
business entity is a party, it is authorized by the laws under which
it is organized to effect the merger.
   (2) In a merger in which a foreign corporation is a party, it is
authorized by the laws under which it is organized to effect the
merger.
   (3) In a merger in which a foreign other business entity is a
party, it is authorized by the laws under which it is organized to
effect the merger.
   (b) Each corporation and each other party which desires to merge
shall approve an agreement of merger. The board and the members
(Section 5034) of each corporation which desires to merge, and each
other person or persons, if any, whose approval of an amendment of
the articles of that corporation is required by the articles or
bylaws shall approve the agreement of merger. The agreement of merger
shall be approved on behalf of each other party by those persons
authorized or required to approve the merger by the laws under which
it is organized. The parties desiring to merge shall be parties to
the agreement of merger and other persons, including a parent party
(Section 5064.5), may be parties to the agreement of merger. The
agreement of merger shall state all of the following:
   (1) The terms and conditions of the merger.
   (2) The name and place of incorporation or organization of each
party and the identity of the surviving party.
   (3) The amendments, if any, subject to Sections 5810 and 5816, to
the articles of the surviving corporation, if applicable, to be
effected by the merger. The name of the surviving corporation may be,
subject to subdivision (b) of Section 5122 and subdivision (b) of
Section 9122, the same as, or similar to, the name of a disappearing
party to the merger.
   (4) The manner, if any, of converting the memberships of each of
the constituent corporations into shares, memberships, interests, or
other securities of the surviving party; and, if any memberships of
any of the constituent corporations are not to be converted solely
into shares, memberships, interests, or other securities of the
surviving party, the cash, rights, securities, or other property
which the holders of those memberships are to receive in exchange for
the memberships, which cash, rights, securities, or other property
may be in addition to, or in lieu of, shares, memberships, interests,
or other securities of the surviving corporation or surviving other
business entity.
   (5) Any other details or provisions required by the laws under
which any party to the merger is organized, including, if an
unincorporated association is a party to the merger, Section 18370,
or if a domestic limited partnership is a party to the merger,
subdivision (a) of Section 15678.2 or 15911.12, if a domestic general
partnership is a party to the merger, subdivision (a) of Section
16911, or, if a domestic limited liability company is a party to the
merger, subdivision (a) of Section 17551.
   (6) Any other details or provisions as are desired.
   (c) Notwithstanding its prior approval, an agreement of merger may
be amended prior to the filing of the agreement of merger if the
amendment is approved by each constituent corporation in the same
manner as the original agreement of merger. If the agreement of
merger as so amended and approved is also approved by each of the
other parties to the agreement of merger, as so amended it shall then
constitute the agreement of merger.
   (d) The board of a constituent corporation may, in its discretion,
abandon a merger, subject to the contractual rights, if any, of
third parties, including other parties to the agreement of merger,
without further approval by the members (Section 5034) or other
persons, at any time before the merger is effective.
   (e) Each constituent corporation shall sign the agreement of
merger by its chairperson of the board, president or a vice
president, and also by its secretary or an assistant secretary acting
on behalf of their respective corporations.
   (f) After required approvals of the merger by each constituent
corporation and each other party to the merger, the surviving party
shall file a copy of the agreement of merger with an officers'
certificate of each constituent domestic and foreign corporation
attached stating the total number of outstanding shares or membership
interests of each class, if any, entitled to vote on the merger (and
identifying any other person or persons whose approval is required),
that the agreement of merger in the form attached or its principal
terms, as required, were approved by that corporation by a vote of a
number of shares or membership interests of each class entitled to
vote, if any, which equaled or exceeded the vote required, specifying
each class entitled to vote and the percentage vote required of each
class, and, if applicable, by that other person or persons whose
approval is required.
   If equity securities of a parent party (Section 5064.5) are to be
issued in the merger, the officers' certificate or certificate of
merger of the controlled party shall state either that no vote of the
shareholders of the parent party was required or that the required
vote was obtained. The merger and any amendment of the articles of
the surviving corporation, if applicable, contained in the agreement
of merger shall be effective upon the filing of the agreement of
merger, subject to the provisions of subdivision (h). If a domestic
reciprocal insurer organized after 1974 to provide medical
malpractice insurance is a party to the merger, the agreement of
merger or certificate of merger shall not be filed until there has
been filed the certificate issued by the Insurance Commissioner
approving the merger pursuant to Section 1555 of the Insurance Code.
   In lieu of an officers' certificate, a certificate of merger, on a
form prescribed by the Secretary of State, shall be filed for each
constituent other business entity. The certificate of merger shall be
executed and acknowledged by each domestic constituent limited
liability company by all of the managers of the limited liability
company (unless a lesser number is specified in its articles of
organization or operating agreement) and by each domestic constituent
limited partnership by all general partners (unless a lesser number
is provided in its certificate of limited partnership or partnership
agreement) and by each domestic constituent general partnership by
two partners (unless a lesser number is provided in its partnership
agreement) and by each foreign constituent limited liability company
by one or more managers and by each foreign constituent general
partnership or foreign constituent limited partnership by one or more
general partners, and by each constituent reciprocal insurer by the
chairperson of the board, president, or vice president, and also by
the secretary or assistant secretary, or, if a constituent reciprocal
insurer has not appointed such officers, by the chairperson of the
board, president, or vice president, and also by the secretary or
assistant secretary of the constituent reciprocal insurer's
attorney-in-fact, and by each other party to the merger by those
persons required or authorized to execute the certificate of merger
by the laws under which that party is organized, specifying for such
party the provision of law or other basis for the authority of the
signing persons.
   The certificate of merger shall set forth, if a vote of the
shareholders, members, partners, or other holders of interests of a
constituent other business entity was required, a statement setting
forth the total number of outstanding interests of each class
entitled to vote on the merger and that the agreement of merger or
its principal terms, as required, were approved by a vote of the
number of interests of each class which equaled or exceeded the vote
required, specifying each class entitled to vote and the percentage
vote required of each class, and any other information required to be
set forth under the laws under which the constituent other business
entity is organized, including, if a domestic limited partnership is
a party to the merger, subdivision (a) of Section 15678.4 or
15911.14, if a domestic general partnership is a party to the merger,
subdivision (b) of Section 16915, and, if a domestic limited
liability company is a party to the merger, subdivision (a) of
Section 17552. The certificate of merger for each constituent foreign
other business entity, if any, shall also set forth the statutory or
other basis under which that foreign other business entity is
authorized by the laws under which it is organized to effect the
merger.
   The Secretary of State may certify a copy of the agreement of
merger separate from the officers' certificates and certificates of
merger attached thereto.
   (g) A copy of an agreement of merger certified on or after the
effective date by an official having custody thereof has the same
force in evidence as the original and, except as against the state,
is conclusive evidence of the performance of all conditions precedent
to the merger, the existence on the effective date of the surviving
party to the merger, the performance of the conditions necessary to
the adoption of any amendment to the articles, if applicable,
contained in the agreement of merger, and the merger of the
constituent corporations, either by themselves or together with other
constituent parties, into the surviving party to the merger.
   (h) (1) The merger of domestic corporations with foreign
corporations or foreign other business entities in a merger in which
one or more other business entities is a party shall comply with
subdivisions (a) and (f) and this subdivision.
   (2) Subject to subdivision (c) of Section 5008 and paragraph (3),
the merger shall be effective as to each domestic constituent
corporation and domestic constituent other business entity upon
filing of the agreement of merger with attachments as provided in
subdivision (f).
   (3) If the surviving party is a foreign corporation or foreign
other business entity, except as provided in paragraph (4), the
merger shall be effective as to any domestic disappearing corporation
as of the time of effectiveness in the foreign jurisdiction upon the
filing in this state of a copy of the agreement of merger with an
officers' certificate of the surviving foreign corporation and of
each constituent foreign and domestic corporation and a certificate
of merger of each constituent other business entity attached, which
officers' certificates and certificates of merger shall conform to
the requirements of subdivision (f).
   If one or more domestic other business entities is a disappearing
party in a merger pursuant to this subdivision in which a foreign
other business entity is the surviving entity, a certificate of
merger required by the laws under which each domestic other business
entity is organized, including subdivision (a) of Section 15678.4 or
15911.14, subdivision (b) of Section 16915, or subdivision (a) of
Section 17552, if applicable, shall also be filed at the same time as
the filing of the agreement of merger.
   (4) If the date of the filing in this state pursuant to this
subdivision is more than six months after the time of the
effectiveness in the foreign jurisdiction, or if the powers of a
domestic disappearing corporation are suspended at the time of
effectiveness in the foreign jurisdiction, the merger shall be
effective as to the domestic disappearing corporation as of the date
of filing in this state.
   (5) Each foreign disappearing corporation that is qualified for
the transaction of intrastate business shall automatically by the
filing pursuant to subdivision (f) surrender its right to transact
intrastate business as of the date of filing in this state or, if
later, the effective date of the merger. With respect to each foreign
disappearing other business entity previously registered for the
transaction of intrastate business in this state, the filing of the
agreement of merger pursuant to subdivision (f) automatically has the
effect of a cancellation of registration for that foreign other
business entity as of the date of filing in this state or, if later,
the effective date of the merger, without the necessity of the filing
of a certificate of cancellation.
  SEC. 10.  Section 6321 of the Corporations Code is amended to read:

   6321.  (a) Except as provided in subdivision (c), (d), or (f), the
board shall cause an annual report to be sent to the members not
later than 120 days after the close of the corporation's fiscal year.
Unless otherwise provided by the articles or bylaws and if approved
by the board of directors, that report and any accompanying material
sent pursuant to this section may be sent by electronic transmission
by the corporation (Section 20). That report shall contain in
appropriate detail the following:
   (1) The assets and liabilities, including the trust funds, of the
corporation as of the end of the fiscal year.
   (2) The principal changes in assets and liabilities, including
trust funds, during the fiscal year.
   (3) The revenue or receipts of the corporation, both unrestricted
and restricted to particular purposes, for the fiscal year.
   (4) The expenses or disbursements of the corporation, for both
general and restricted purposes, during the fiscal year.
                       (5) Any information required by Section 6322.
   (b) The report required by subdivision (a) shall be accompanied by
any report thereon of independent accountants, or, if there is no
such report, the certificate of an authorized officer of the
corporation that such statements were prepared without audit from the
books and records of the corporation. The report shall be prepared,
audited, and made available in the manner required by paragraph (1)
of subdivision (e) of Section 12586 of the Government Code, if
applicable.
   (c) Subdivision (a) does not apply to any corporation which
receives less than twenty-five thousand dollars ($25,000) in gross
revenues or receipts during the fiscal year.
   (d) Where a corporation has provided, pursuant to Section 5510,
for regular meetings of members less often than annually, then the
report required by subdivision (a) need be made to members only with
the frequency with which regular membership meetings are required,
unless the articles or bylaws require a report more often.
   (e) Subdivisions (c) and (d) notwithstanding, a report with the
information required by subdivision (a) shall be furnished annually
to all of the following:
   (1) All directors of the corporation.
   (2) Any member who requests it in writing.
   (f) A corporation which in writing solicits contributions from 500
or more persons need not send the report otherwise required by
subdivision (a) if it does all of the following:
   (1) Includes with any written material used to solicit
contributions a written statement that its latest annual report will
be mailed upon request and that such request may be sent to the
corporation at a name and address which is set forth in the
statement.
   The term "annual report" as used in this subdivision refers to the
report required by subdivision (a).
   (2) Promptly mails a copy of its latest annual report to any
person who requests a copy thereof.
   (3) Causes its annual report to be published not later than 120
days after the close of its fiscal year in a newspaper of general
circulation in the county in which its principal office is located.
  SEC. 11.  Section 6324 of the Corporations Code is amended to read:

   6324.  (a) Nothing in this part relieves a corporation from the
requirements of Article 7 (commencing with Section 12580) of Chapter
6 of Part 2 of Division 3 of the Government Code including, without
limitation, subdivision (a) of Section 12586. If a report sent to the
Attorney General in compliance with the requirements of Article 7
(commencing with Section 12580) of Chapter 6 of Part 2 of Division 3
of the Government Code includes the information required in the
annual report, then the corporation may furnish a copy of its report
to the Attorney General in lieu of the annual report, whenever it is
required to furnish an annual report.
   (b) A corporation shall furnish any member who so requests a copy
of any report filed by the corporation pursuant to Article 7
(commencing with Section 12580) of Chapter 6 of Part 2 of Division 3
of the Government Code. The corporation may impose reasonable charges
for copying and mailing a report furnished under this subdivision.
  SEC. 12.  Section 6615 of the Corporations Code is amended to read:

   6615.  (a) When a corporation has been completely wound up without
court proceedings, a majority of the directors then in office shall
sign and verify a certificate of dissolution stating:
   (1) That the corporation has been completely wound up.
   (2) That its known debts and liabilities have been actually paid,
or adequately provided for, or paid or adequately provided for as far
as its assets permitted, or that it has incurred no known debts or
liabilities, as the case may be. If there are known debts or
liabilities for payment of which adequate provision has been made,
the certificate shall state what provision has been made, setting
forth the name and address of the corporation, person or governmental
agency that has assumed or guaranteed the payment, or the name and
address of the depositary with which deposit has been made or other
information as may be necessary to enable the creditor or other
person to whom payment is to be made to appear and claim payment of
the debt or liability.
   (3) That the corporation is dissolved.
   (4) That all final returns required under the Revenue and Taxation
Code have been or will be filed with the Franchise Tax Board.
    (5) That the corporation, if applicable, is a committee, as
defined in Section 82013 of the Government Code, that is required to
and does file any statement pursuant to the provisions of Article 2
(commencing with Section 84200) of Chapter 4 of Title 9 of the
Government Code and is exempt from the supervisory authority of the
Attorney General pursuant to Sections 12581 and 12583 of the
Government Code and is exempt from and not required to file the
attachment specified in subdivision (b).
   (b) Except as provided in subdivision (c), one of the following
documents issued by the Attorney General shall be attached to the
certificate of dissolution:
   (1) A written waiver of objections to the distribution of the
corporation's assets pursuant to subdivision (c) of Section 6716.
   (2) A written confirmation that the corporation has no assets.
   (c) The certificate of dissolution and attachment described in
subdivision (b) shall be filed with the Secretary of State. The
Secretary of State shall not accept a certificate of dissolution for
filing without this attachment unless the attachment is not required
as specified in paragraph (5) of subdivision (a). The corporate
existence shall cease upon the acceptance of the filing of the
certificate of dissolution and, if required, the attachment, by the
Secretary of State, except for the purpose of further winding up if
needed. The Secretary of State shall notify the Franchise Tax Board
of the dissolution.
  SEC. 13.  Section 6716 of the Corporations Code is amended to read:

   6716.  After complying with the provisions of Section 6713:
   (a) Except as provided in Section 6715, all of a corporation's
assets shall be disposed of on dissolution in conformity with its
articles or bylaws subject to complying with the provisions of any
trust under which such assets are held.
   (b) Except as provided in subdivision (c), the disposition
required in subdivision (a) shall be made by decree of the superior
court of the proper county in proceedings to which the Attorney
General is a party. The decree shall be made upon petition therefor
by the Attorney General or, upon 30 days' notice to the Attorney
General, by any person concerned in the dissolution.
   (c) The disposition required in subdivision (a) may be made
without the decree of the superior court, subject to the rights of
persons concerned in the dissolution, if the Attorney General makes a
written waiver of objections to the disposition.
    (d) Subdivisions (b) and (c) shall not be applicable to any
corporation as described in paragraph (5) of subdivision (a) of
Section 6615.
  SEC. 14.  Section 7211 of the Corporations Code is amended to read:

   7211.  (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.
   (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 first-class 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
provided 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.
These waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
   (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 if there is no notice, designated in
the bylaws or by resolution of the board.
   (6) Directors 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
directors participating in the meeting are able to hear one another.
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.
   (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.
   (7) A majority of the number of directors authorized in or
pursuant to the articles or bylaws constitutes a quorum of the board
for the transaction of business. The articles or bylaws may require
the presence of one or more specified directors in order to
constitute a quorum of the board to transact business, as long as the
death or nonexistence of a specified director or the death or
nonexistence of the person or persons otherwise authorized to appoint
or designate that director does not prevent the corporation from
transacting business in the normal course of events. The articles or
bylaws may not provide that a quorum shall be less than one-fifth the
number of directors authorized in or pursuant to the articles or
bylaws, or less than two, whichever is larger, unless the number of
directors authorized in or pursuant to the articles or bylaws is one,
in which case one director constitutes a quorum.
   (8) Subject to the provisions of Sections 7212, 7233, 7234, and
subdivision (e) of Section 7237 and Section 5233, insofar as it is
made applicable pursuant to Section 7238, 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. 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, or a greater number required by this division, the articles
or the bylaws.
   (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
subdivision (a) of Section 7224, the number of directors then in
office constitutes a quorum. The written consent or consents shall be
filed with the minutes of the proceedings of the board. The action
by written consent shall have the same force and effect as a
unanimous vote of the directors. For purposes of this subdivision
only, "all directors" does not include an "interested director" as
defined in subdivision (a) of Section 5233, insofar as it is made
applicable pursuant to Section 7238 or described in subdivision (a)
of Section 7233, or a "common director" as described in subdivision
(b) of Section 7233 who abstains in writing from providing consent,
where (1) the facts described in paragraph (2) or (3) of subdivision
(d) of Section 5233 are established or the provisions of paragraph
(1) or (2) of subdivision (a) of Section 7233 or in paragraph (1) or
(2) of subdivision (b) of Section 7233 are satisfied, as appropriate,
at or prior to execution of the written consent or consents; (2) the
establishment of those facts or satisfaction of those provisions, as
applicable, is included in the written consent or consents executed
by the noninterested directors or noncommon directors or in other
records of the corporation; and (3) the noninterested directors or
noncommon directors, as applicable, approve the action by a vote that
is sufficient without counting the votes of the interested directors
or common directors.
   (c) Each director shall have one vote on each matter presented to
the board of directors for action. No director may vote by proxy.
   (d) This section applies also to incorporators, to committees of
the board, and to action by those incorporators or committees mutatis
mutandis.
  SEC. 15.  Section 7212 of the Corporations Code is amended to read:

   7212.  (a) The board may, by resolution adopted by a majority of
the number of directors then in office, provided that a quorum is
present, create one or more committees, each consisting of two or
more directors, to serve at the pleasure of the board. Appointments
to such committees shall be by a majority vote of the directors then
in office, unless the articles or bylaws require a majority vote of
the number of directors authorized in or pursuant to the articles or
bylaws. The bylaws may authorize one or more such committees, each
consisting of two or more directors, and may provide that a specified
officer or officers who are also directors of the corporation shall
be a member or members of such committee or committees. The board may
appoint one or more directors as alternate members of such
committee, who may replace any absent member at any meeting of the
committee. Such committee, to the extent provided in the resolution
of the board or in the bylaws, shall have all the authority of the
board, except with respect to:
   (1) The approval of any action for which this part also requires
approval of the members (Section 5034) or approval of a majority of
all members (Section 5033), regardless of whether the corporation has
members.
   (2) The filling of vacancies on the board or in any committee
which has the authority of the board.
   (3) The fixing of compensation of the directors for serving on the
board or on any committee.
   (4) The amendment or repeal of bylaws or the adoption of new
bylaws.
   (5) The amendment or repeal of any resolution of the board which
by its express terms is not so amendable or repealable.
   (6) The appointment of committees of the board or the members
thereof.
   (7) The expenditure of corporate funds to support a nominee for
director after there are more people nominated for director than can
be elected.
   (8) With respect to any assets held in charitable trust, the
approval of any self-dealing transaction except as provided in
paragraph (3) of subdivision (d) of Section 5233.
   (b) A committee exercising the authority of the board shall not
include as members persons who are not directors. However, the board
may create other committees that do not exercise the authority of the
board and these other committees may include persons regardless of
whether they are directors.
   (c) Unless the bylaws otherwise provide, the board may delegate to
any committee, appointed pursuant to paragraph (4) of subdivision
(c) of Section 7151 or otherwise, powers as authorized by Section
7210, but may not delegate the powers set forth in paragraphs (1) to
(8), inclusive, of subdivision (a).
  SEC. 16.  Section 7213 of the Corporations Code is amended to read:

   7213.  (a) A corporation shall have a chair of the board, who may
be given the title chair of the board, chairperson of the board,
chairman of the board, or chairwoman of the board, or a president or
both, a secretary, a treasurer or a chief financial officer or both,
and 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. 17.  Section 7914 is added to the Corporations Code, to read:
   7914.  The provisions of Article 2 (commencing with Section 5914)
of Chapter 9 of Part 2 apply to mutual benefit corporations to the
extent provided therein.
  SEC. 18.  Section 8010 of the Corporations Code is amended to read:

   8010.  A mutual benefit corporation may merge with any domestic
corporation, foreign corporation, foreign business corporation, or
other business entity (Section 5063.5). However, a merger with a
public benefit corporation, or a religious corporation, or an
unincorporated association, the governing documents of which provide
that its assets are irrevocably dedicated to charitable, religious,
or public purposes, must have the prior written consent of the
Attorney General.
  SEC. 19.  Section 8019.1 of the Corporations Code is amended to
read:
   8019.1.  (a) Subject to the provisions of Section 8010, any one or
more corporations may merge with one or more other business entities
(Section 5063.5). One or more other domestic corporations, foreign
corporations ( Section 5053), and foreign business corporations
(Section 5052) may be parties to the merger. Notwithstanding the
provisions of this section, such a merger may be effected only if:
   (1) In a merger in which a domestic corporation or domestic other
business entity is a party, it is authorized by the laws under which
it is organized to effect the merger.
   (2) In a merger in which a foreign corporation or foreign business
corporation is a party, it is authorized by the laws under which it
is organized to effect the merger.
   (3) In a merger in which a foreign other business entity is a
party, it is authorized by the laws under which it is organized to
effect the merger.
   (b) Each corporation and each other party which desires to merge
shall approve an agreement of merger. The board and the members
(Section 5034) of each corporation which desires to merge, and each
other person or persons, if any, whose approval of an amendment of
the articles of that corporation is required by the articles or
bylaws shall approve the agreement of merger. The agreement of merger
shall be approved on behalf of each other constituent party by those
persons authorized or required to approve the merger by the laws
under which it is organized. The parties desiring to merge shall be
parties to the agreement of merger and other persons, including a
parent party (Section 5064.5), may be parties to the agreement of
merger. The agreement of merger shall state all of the following:
   (1) The terms and conditions of the merger.
   (2) The name and place of incorporation or organization of each
party and the identity of the surviving party.
   (3) The amendments, if any, subject to Sections 7810 and 7816, to
the articles of the surviving corporation, if applicable, to be
effected by the merger. The name of the surviving corporation may be,
subject to subdivisions (b) and (c) of Section 7122, the same as or
similar to the name of a disappearing party to the merger.
   (4) The manner, if any, of converting the memberships or
securities of each of the constituent corporations into shares,
memberships, interests, or other securities of the surviving party;
and, if any memberships or securities of any of the constituent
corporations are not to be converted solely into shares, memberships,
interests, or other securities of the surviving party, cash, rights,
securities, or other property which the holders of those memberships
or securities are to receive in exchange for the memberships or
securities, which cash, rights, securities, or other property may be
in addition to or in lieu of shares, memberships, interests, or other
securities of the surviving party.
   (5) Any other details or provisions required by the laws under
which any party to the merger is organized, including, if an
unincorporated association is a party to the merger, Section 18370,
or if a domestic limited partnership is a party to the merger,
subdivision (a) of Section 15678.2 or 15911.12, or, if a domestic
general partnership is a party to the merger, subdivision (a) of
Section 16911, or, if a domestic limited liability company is a party
to the merger, subdivision (a) of Section 17551.
   (6) Any other details or provisions as are desired.
   (c) Each membership of the same class of any constituent
corporation (other than the cancellation of memberships held by a
party to the merger or its parent or a wholly owned subsidiary of
either in another constituent corporation) shall be treated equally
with respect to any distribution of cash, property, rights, or
securities unless (i) all members of the class consent or (ii) the
commissioner has approved the terms and conditions of the transaction
and the fairness of those terms pursuant to Section 25142.
   (d) Notwithstanding its prior approval, an agreement of merger may
be amended prior to the filing of the agreement of merger if the
amendment is approved by each constituent corporation in the same
manner as the original agreement of merger. If the agreement of
merger as so amended and approved is also approved by each of the
other parties to the agreement of merger, as so amended it shall then
constitute the agreement of merger.
   (e) The board of a constituent corporation may, in its discretion,
abandon a merger, subject to the contractual rights, if any, of
third parties, including other parties to the agreement of merger,
without further approval by the members (Section 5034) or other
persons, at any time before the merger is effective.
   (f) Each constituent corporation shall sign the agreement of
merger by its chairperson of the board, president, or a vice
president and also by its secretary or an assistant secretary acting
on behalf of their respective corporations.
   (g) After required approvals of the merger by each constituent
corporation and each other party to the merger, the surviving party
shall file a copy of the agreement of merger with an officers'
certificate of each constituent domestic corporation, foreign
corporation, and foreign business corporation attached stating the
total number of outstanding shares or membership interests of each
class entitled to vote on the merger (and identifying any other
person or persons whose approval is required), that the agreement of
merger in the form attached or its principal terms, as required, were
approved by that corporation by a vote of a number of shares or
membership interests of each class which equaled or exceeded the vote
required, specifying each class entitled to vote required of each
class, and, if applicable, by such other person or persons whose
approval is required.
   If equity securities of a parent party (Section 5064.5) are to be
issued in the merger, the officers' certificate or certificate of
merger of the controlled party shall state either that no vote of the
shareholders of the parent party was required or that the required
vote was obtained. The merger and any amendment of the articles of
the surviving corporation, if applicable, contained in the agreement
of merger shall be effective upon the filing of the agreement of
merger, subject to the provisions of subdivision (i). If a domestic
reciprocal insurer organized after 1974 to provide medical
malpractice insurance is a party to the merger, the agreement of
merger or certificate of merger shall not be filed until there has
been filed the certificate issued by the Insurance Commissioner
approving the merger pursuant to Section 1555 of the Insurance Code.
   In lieu of an officers' certificate, a certificate of merger, on a
form prescribed by the Secretary of State, shall be filed for each
constituent other business entity. The certificate of merger shall be
executed and acknowledged by each domestic constituent limited
liability company by all of the managers of the limited liability
company (unless a lesser number is specified in its articles of
organization or operating agreement) and by each domestic constituent
limited partnership by all general partners (unless a lesser number
is provided in its certificate of limited partnership or partnership
agreement) and by each domestic constituent general partnership by
two partners (unless a lesser number is provided in its partnership
agreement) and by each foreign constituent limited liability company
by one or more managers and by each foreign constituent general
partnership or foreign constituent limited partnership by one or more
general partners, and by each constituent reciprocal insurer by the
chairperson of the board, president, or vice president, and by the
secretary or assistant secretary, or, if a constituent reciprocal
insurer has not appointed such officers, by the chairperson of the
board, president, or vice president, and by the secretary or
assistant                                               secretary of
the constituent reciprocal insurer's attorney-in-fact, and by each
other party to the merger by those persons required or authorized to
execute the certificate of merger by the laws under which that party
is organized, specifying for such party the provision of law or other
basis for the authority of the signing persons.
   The certificate of merger shall set forth, if a vote of the
shareholders, members, partners, or other holders of interests of a
constituent other business entity was required, a statement setting
forth the total number of outstanding interests of each class
entitled to vote on the merger and that the principal terms of the
agreement of merger were approved by a vote of the number of
interests of each class which equaled or exceeded the vote required,
specifying each class entitled to vote and the percentage vote
required of each class, and any other information required to be set
forth under the laws under which the constituent other business
entity is organized, including, if a domestic limited partnership is
a party to the merger, subdivision (a) of Section 15678.4 or
15911.14, if a domestic general partnership is a party to the merger,
subdivision (b) of Section 16915 and, if a domestic limited
liability company is a party to the merger, subdivision (a) of
Section 17552. The certificate of merger for each constituent foreign
other business entity, if any, shall also set forth the statutory or
other basis under which that foreign other business entity is
authorized by the laws under which it is organized to effect the
merger.
   The Secretary of State may certify a copy of the agreement of
merger separate from the officers' certificates and certificates of
merger attached thereto.
   (h) A copy of an agreement of merger certified on or after the
effective date by an official having custody thereof has the same
force in evidence as the original and, except as against the state,
is conclusive evidence of the performance of all conditions precedent
to the merger, the existence on the effective date of the surviving
party to the merger, the performance of the conditions necessary to
the adoption of any amendment to the articles, if applicable,
contained in the agreement of merger, and of the merger of the
constituent corporations, either by themselves or together with other
constituent parties, into the surviving party to the merger.
   (i) (1) The merger of domestic corporations with foreign
corporations or foreign other business entities in a merger in which
one or more other business entities is a party shall comply with
subdivisions (a) and (g) and this subdivision.
   (2) Subject to subdivision (c) of Section 5008 and paragraph (3),
the merger shall be effective as to each domestic constituent
corporation and domestic constituent other business entity upon
filing of the agreement of merger with attachments as provided in
subdivision (g).
   (3) If the surviving party is a foreign corporation or foreign
business corporation or foreign other business entity, except as
provided in paragraph (4), the merger shall be effective as to any
domestic disappearing corporation as of the time of effectiveness in
the foreign jurisdiction upon the filing in this state of a copy of
the agreement of merger with an officers' certificate of the
surviving foreign corporation or foreign business corporation and of
each constituent foreign and domestic corporation and a certificate
of merger of each constituent other business entity attached, which
officers' certificates and certificates of merger shall conform to
the requirements of subdivision (g).
   If one or more domestic other business entities is a disappearing
party in a merger pursuant to this subdivision in which a foreign
other business entity is the surviving entity, a certificate of
merger required by the laws under which each domestic other business
entity is organized, including subdivision (a) of Section 15678.4 or
15911.14, subdivision (b) of Section 16915, or subdivision (a) of
Section 17522, if applicable, shall also be filed at the same time as
the filing of the agreement of merger.
   (4) If the date of the filing in this state pursuant to this
subdivision is more than six months after the time of the
effectiveness in the foreign jurisdiction, or if the powers of a
domestic disappearing corporation are suspended at the time of
effectiveness in the foreign jurisdiction, the merger shall be
effective as to the domestic disappearing corporation as of the date
of filing in this state.
   (5) Each foreign disappearing corporation that is qualified for
the transaction of intrastate business shall automatically by the
filing pursuant to subdivision (g) surrender its right to transact
intrastate business as of the date of filing in this state or, if
later, the effective date of the merger. With respect to each foreign
disappearing other business entity previously registered for the
transaction of intrastate business in this state, the filing of the
agreement of merger pursuant to subdivision (g) automatically has the
effect of a cancellation of registration for that foreign other
business entity as of the date of filing in this state or, if later,
the effective date of the merger, without the necessity of the filing
of a certificate of cancellation.
  SEC. 20.  Section 8324 of the Corporations Code is amended to read:

   8324.  (a) Nothing in this part relieves a corporation from the
requirements of Article 7 (commencing with Section 12580) of Chapter
6 of Part 2 of Division 3 of the Government Code as to any assets
held in charitable trust including, without limitation, subdivision
(a) of Section 12586. If a report sent to the Attorney General in
compliance with the requirements of Article 7 (commencing with
Section 12580) of Chapter 6 of Part 2 of Division 3 of the Government
Code includes the information required in the annual report, then
the corporation may furnish a copy of its report to the Attorney
General in lieu of the annual report, whenever it is required to
furnish an annual report.
   (b) A corporation shall furnish any member who so requests a copy
of any report filed by the corporation pursuant to Article 7
(commencing with Section 12580) of Chapter 6 of Part 2 of Division 3
of the Government Code. The corporation may impose reasonable charges
for copying and mailing a report furnished under this subdivision.
  SEC. 21.  Section 8615 of the Corporations Code is amended to read:

   8615.  (a) When a corporation has been completely wound up without
court proceedings therefor, a majority of the directors then in
office shall sign and verify a certificate of dissolution stating:
   (1) That the corporation has been completely wound up.
   (2) That its known debts and liabilities have been actually paid,
or adequately provided for, or paid or adequately provided for as far
as its assets permitted, or that it has incurred no known debts or
liabilities, as the case may be. If there are known debts or
liabilities for payment of which adequate provision has been made,
the certificate shall state what provision has been made, setting
forth the name and address of the corporation, person or governmental
agency that has assumed or guaranteed the payment, or the name and
address of the depositary with which deposit has been made or such
other information as may be necessary to enable the creditor or other
person to whom payment is to be made to appear and claim payment of
the debt or liability.
   (3) That its known assets have been distributed to the persons
entitled thereto or that it acquired no known assets, as the case may
be.
   (4) That the corporation is dissolved.
   (5) That all final returns required under the Revenue and Taxation
Code, have been or will be filed with the Franchise Tax Board.
   (b) The certificate of dissolution shall be filed and thereupon
the corporate existence shall cease, except for the purpose of
further winding up if needed. The Secretary of State shall notify the
Franchise Tax Board of the dissolution.
  SEC. 22.  Section 9211 of the Corporations Code is amended to read:

   9211.  (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.
   (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 first-class mail or 48 hours' notice delivered personally
or by telephone, including a voice messaging system or by electronic
transmission by a 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
provided 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.
These waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
   (4) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.
   (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) Directors may participate in a meeting through use of
conference telephone, electronic video screen communication, or
electronic transmission by and to the corporation. 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.
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.
   (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.
   (7) A majority of the number of directors authorized in or
pursuant to the articles or bylaws constitutes a quorum of the board
for the transaction of business.
   The articles or bylaws may require the presence of one or more
specified directors in order to constitute a quorum of the board to
transact business, as long as the death or nonexistence of a
specified director or the death or nonexistence of the person or
persons otherwise authorized to appoint or designate that director
does not prevent the corporation from transacting business in the
normal course of events.
   (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. 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, or a greater
number required by this division, the articles or the bylaws.
   (b) An action required or permitted to be taken by the board may
be taken without a meeting if all directors shall individually or
collectively consent in writing to that action and if, subject to
subdivision (a) of Section 9224, the number of directors then in
office constitutes a quorum. The written consent or consents shall be
filed with the minutes of the proceedings of the board. The action
by written consent shall have the same force and effect as a
unanimous vote of the directors. For purposes of this subdivision
only, "all directors" does not include an "interested director" as
defined in subdivision (a) of Section 9243 or a "common director" as
described in subdivision (a) of Section 9244 who abstains in writing
from providing consent, where (1) the facts described in paragraph
(2) or (3) of subdivision (d) of Section 9243 are established or the
provisions of paragraph (1) of subdivision (a) of Section 9244 are
satisfied, as appropriate, at or prior to execution of the written
consent or consents; (2) the establishment of those facts or
satisfaction of those provisions, as applicable, is included in the
written consent or consents executed by the noninterested or
noncommon directors or in other records of the corporation; and (3)
the noninterested directors or noncommon directors, as applicable,
approve the action by a vote that is sufficient without counting the
votes of the interested directors or common directors.
   (c) Each director shall have one vote on each matter presented to
the board of directors for action. No director may vote by proxy.
   (d) This section applies also to incorporators, to committees of
the board, and to action by those incorporators or committees mutatis
mutandis.
  SEC. 23.  Section 9212 of the Corporations Code is amended to read:

   9212.  (a) Subject to any provision in the articles or bylaws: (i)
the board may, by resolution adopted by a majority of the number of
directors then in office, provided that a quorum is present, create
one or more committees, each consisting of two or more directors, to
serve at the pleasure of the board; and (ii) appointments to such
committees shall be by a majority vote of the directors then in
office. The bylaws may authorize one or more such committees, each
consisting of two or more directors, and may provide that a specified
officer or officers who are also directors of the corporation shall
be a member or members of such committee or committees. The board may
appoint one or more directors as alternate members of such
committee, who may replace any absent member at any meeting of the
committee. Such committee, to the extent provided in the resolution
of the board or in the bylaws, shall have all the authority of the
board, except with respect to:
   (1) The approval of any action for which this part also requires
approval of the members (Section 5034) or approval of a majority of
all members (Section 5033) regardless of whether the corporation has
members.
   (2) The filling of vacancies on the board or in any committee
which has the authority of the board.
   (3) The fixing of compensation of the directors for serving on the
board or on any committee.
   (4) The amendment or repeal of bylaws or the adoption of new
bylaws.
   (5) The amendment or repeal of any resolution of the board which
by its express terms is not so amendable or repealable.
   (6) The appointment of committees of the board or the members
thereof.
   (b) A committee exercising the authority of the board shall not
include as members persons who are not directors. However, the board
may create other committees that do not exercise the authority of the
board and these other committees may include persons regardless of
whether they are directors.
   (c) Unless the bylaws otherwise provide, the board may delegate to
any committee powers as authorized by Section 9210, but may not
delegate the powers set forth in paragraphs (1) to (6), inclusive, of
subdivision (a).
    (d) The board shall take the actions regarding audit committees
that are required by subdivision (e) of Section 12586 of the
Government Code, if applicable.
  SEC. 24.  Section 9213 of the Corporations Code is amended to read:

   9213.  (a) A corporation shall have a chair of the board, who may
be given the title chair of the board, chairperson of the board,
chairman of the board, or chairwoman of the board, or a president or
both, a secretary, a treasurer or a chief financial officer or both
and 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. 25.  Section 9250 of the Corporations Code is amended to read:

   9250.  (a) In investing, reinvesting, purchasing, acquiring,
exchanging, selling, and managing a corporation's investments, the
board shall meet the standards set forth in Section 9241.
   (b) Nothing in this section shall be construed to preclude the
application of the Uniform Prudent Management of Institutional Funds
Act, Part 7 (commencing with Section 18501) of Division 9 of the
Probate Code, if that act would otherwise be applicable. However,
nothing in the Uniform Prudent Management of Institutional Funds Act
alters the status of governing boards, or the duties and liabilities
of directors, under this part.
  SEC. 26.  Section 9634 is added to the Corporations Code, to read:
   9634.  The provisions of Article 2 (commencing with Section 5914)
of Chapter 9 of Part 2 apply to religious corporations to the extent
provided therein.
  SEC. 27.  Section 9640 of the Corporations Code is amended to read:

   9640.  (a) The provisions of Chapter 10 (commencing with Section
6010) of Part 2 apply to religious corporations except subdivision
(a) of Section 6010 and Sections 6011 and 6012.
   (b) A corporation may merge with any domestic corporation, foreign
corporation, or other business entity (Section 5063.5). However,
without the prior written consent of the Attorney General, a
religious corporation may only merge with another religious
corporation or with a public benefit corporation or a foreign
nonprofit corporation or an unincorporated association, the governing
documents of which provide that its assets are irrevocably dedicated
to charitable, religious, or public purposes.
   (c) The principal terms of the merger shall be approved by the
members (Section 5034) of each class of each constituent corporation
and by each other person or persons whose approval of an amendment of
the articles is required by the articles or bylaws; and the approval
by the members (Section 5034) or any other person or persons
required by this section may be given before or after the approval by
the board.
   (d) The board of each corporation that desires to merge shall
approve an agreement of merger. The constituent corporations shall be
parties to the agreement of merger and other persons may be parties
to the agreement of merger. The agreement shall state all of the
following:
   (1) The terms and conditions of the merger.
   (2) The amendments, subject to Sections 5810 and 5816, to the
articles of the surviving corporation to be effected by the merger,
if any. If any amendment changes the name of the surviving
corporation, the new name may be the same as or similar to the name
of a disappearing corporation, subject to subdivision (b) of Section
9122.
   (3) The amendments to the bylaws of the surviving corporation to
be effected by the merger, if any.
   (4) The name and place of incorporation of each constituent
corporation and which of the constituent corporations is the
surviving corporation.
   (5) The manner, if any, of converting memberships of the
constituent corporations into memberships of the surviving
corporation.
   (6) Any other details or provisions as are desired, if any.
  SEC. 28.  Section 12311 of the Corporations Code is amended to
read:
   12311.  (a) The names of all corporations formed under this part
shall include "cooperative." No corporation shall be formed under
this part unless there is affixed or prefixed to its name some word
or abbreviation which will indicate that it is a corporation, as
distinguished from a natural person, a firm, or an unincorporated
association.
   (b) No person shall adopt or use the word "cooperative" or any
abbreviation or derivation thereof, or any word similar thereto, as
part of the name or designation under which it does business in this
state, unless incorporated as provided in this part or unless
incorporated as a nonprofit cooperative association under Chapter 1
(commencing with Section 54001) of Division 20 of the Food and
Agricultural Code, as a stock cooperative, as defined in Section
11003.2 of the Business and Professions Code, as a limited-equity
housing cooperative, as defined in Section 817 of the Civil Code, as
a credit union or organization owned for the mutual benefit of credit
unions, or under some other law of this state enabling it to do so.
However, the foregoing prohibition shall be inapplicable to any
credit union or organization owned for the mutual benefit of credit
unions, any housing cooperative, the financing of which is insured,
guaranteed, or provided, in whole or in part, by a public or
statutorily chartered entity pursuant to a program created for
housing cooperatives, a nonprofit corporation, a majority of whose
membership is composed of cooperative corporations, or an academic
institution that serves cooperative corporations.
   (c) A domestic or foreign corporation or association which did
business in this state under a name or designation including the word
"cooperative" prior to September 19, 1939, and which conducts
business on a cooperative basis substantially as set forth in this
part, may continue to do business under that name or designation.
   (d) Any person, firm, individual, partnership, trust, domestic
corporation, foreign corporation, or association which did business
in this state under a name or designation including the word
"cooperative" prior to September 19, 1939, but which does not conduct
business on a cooperative basis as contemplated by Section 12201 of
this part, may continue to do business under that name or designation
if the words "not organized under the law relating to cooperative
corporations" are always placed immediately after the name or
designation wherever it is used.
   (e) Any foreign corporation, organized under and complying with
the cooperative law of the state or other jurisdiction of its
creation, may use the term "cooperative" in this state if it has
complied with the laws of this state applicable to foreign
corporations, insofar as those laws are applicable to it, and if it
is doing business on a cooperative basis as contemplated by Section
12201.
  SEC. 29.  Section 12351 of the Corporations Code is amended to
read:
   12351.  (a) Unless otherwise provided in the articles or in the
bylaws:
   (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.
   (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 first-class 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 any 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.
All waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
   (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 any
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 directors may be held at any place within or
without the state which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice,
designated in the bylaws or by resolution of the board.
   (6) Directors 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
directors participating in the meeting are able to hear one another.
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.
                                       (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.
   (7) A majority of the number of directors authorized in or
pursuant to the articles or bylaws constitutes a quorum of the board
for the transaction of business. The articles or bylaws may require
the presence of one or more specified directors to constitute a
quorum of the board to transact business, as long as the death or
nonexistence of a specified director or the death or nonexistence of
the person or persons otherwise authorized to appoint or designate a
director does not prevent the corporation from transacting business
in the normal course of events. The articles or bylaws may not
provide that a quorum shall be less than one-fifth the number of
directors authorized in or pursuant to the articles or bylaws, or
less than two, whichever is larger.
   (8) Subject to the provisions of Sections 12352, 12373, 12374, and
subdivision (e) of Section 12377, every 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. 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 the
meeting, or a greater number as is required by this division, the
articles or bylaws.
   (b) Any action required or permitted to be taken by the board may
be taken without a meeting, if all directors shall individually or
collectively consent in writing to that action. Such written consent
or consents shall be filed with the minutes of the proceedings of the
board.
   The action by written consent shall have the same force and effect
as a unanimous vote of the directors.
   (c) Each director shall have one vote on each matter presented to
the board of directors for action. No director may vote by proxy.
  SEC. 30.  Section 12352 of the Corporations Code is amended to
read:
   12352.  (a) The board may, by resolution adopted by a majority of
the number of directors then in office, provided that a quorum is
present, create one or more committees, each consisting of two or
more directors, to serve at the pleasure of the board. Appointments
to such committees shall be by a majority vote of the directors then
in office, unless the articles or bylaws require a majority vote of
the number of directors authorized in or pursuant to the articles or
bylaws. The bylaws may authorize one or more such committees, each
consisting of two or more directors, and may provide that a specified
officer or officers who are also directors of the corporation shall
be a member or members of such committee or committees. The board may
appoint one or more directors as alternate members of such
committee, who may replace any absent member at any meeting of the
committee. Such committee, to the extent provided in the resolution
of the board or in the bylaws, shall have all the authority of the
board, except with respect to:
   (1) The approval of any action for which this part also requires
approval of the members (Section 12224) or approval of a majority of
all members (Section 12223) regardless of whether the corporation has
members.
   (2) The filling of vacancies on the board or in any committee
which has the authority of the board.
   (3) The fixing of compensation of the directors for serving on the
board or on any committee.
   (4) The amendment or repeal of bylaws or the adoption of new
bylaws.
   (5) The amendment or repeal of any resolution of the board which
by its express terms is not so amendable or repealable.
   (6) The appointment of committees of the board or the members
thereof.
   (7) The expenditure of corporate funds to support a nominee for
director after there are more people nominated for director than can
be elected.
   (b)  A committee exercising the authority of the board shall not
include as members persons who are not directors. However, the board
may create other committees that do not exercise the authority of the
board and these other committees may include persons regardless of
whether they are directors.
   (c) Unless the bylaws otherwise provide, the board may delegate to
any committee, appointed pursuant to paragraph (4) of subdivision
(c) of Section 12331 or otherwise, powers as authorized by Section
12350, but may not delegate the powers set forth in paragraphs (1)
through (7) of subdivision (a) of this section.
  SEC. 31.  Section 12353 of the Corporations Code is amended to
read:
   12353.  (a) A corporation shall have a chair of the board, who may
be given the title chair of the board, chairperson of the board,
chairman of the board, or chairwoman of the board, or a president or
both, a secretary, a treasurer or a chief financial officer or both,
and 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. 32.  Section 18122 is added to the Corporations Code, to read:

   18122.  An unincorporated association holding property for
charitable purposes shall comply with the Supervision of Trustees and
Fundraisers for Charitable Purposes Act, Article 7 (commencing with
Section 12580) of Chapter 6 of Part 2 of Division 3 of Title 2 of the
Government Code, if applicable.
  SEC. 33.  Section 1.5 of this bill incorporates amendments to
Section 1113 of the Corporations Code proposed by both this bill and
Senate Bill 201. It shall only become operative if (1) both bills are
enacted and become effective on or before January 1, 2012, (2) each
bill amends Section 1113 of the Corporations Code, and (3) this bill
is enacted after Senate Bill 201, in which case Section 1 of this
bill shall not become operative.