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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...

    Corporate Governance, articles of incorporation, Bylaws, 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...

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

    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...

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