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Putting These Provisions In Bylaws Won't Be Sufficient

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation's articles of incorporation in order for them the be accepted by the Secretary of State for filing.  There are a number of other...

articles of incorporation, Bylaws, Corporate Governance, General Corporation Law, Section 204(a)

Referring To Extraneous Agreements In The Articles of Incorporation

I didn't take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a "spot" bill.  See "See Spot Run". As introduced, the bill simply added "which may include a reference to a separate shareholder...

AB 1535, articles of incorporation, buy-sell agreement, dissolution, Legislation, Maienschein, Section 109.5, section 158, Section 2000

California And The "Entitled To Vote" Standard

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was "the affirmative vote of the majority of the shares represented at the Annual Meeting and entitled...

abstentions, articles of incorporation, Bylaws, Corporate Governance, entitled to vote, Section 204(a)(5), Section 602, votes cast

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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