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You Might Be Surprised Who Is Authorized To Call A Meeting Of Your Board of Directors

Section 307(a)(1) of the California Corporations Code is quite specific in identifying who is empowered to call meetings of a corporation's board of directors: the chairperson of the board, the president, any vice president, the secretary, or any two directors.  This list may be altered by the articles or bylaws.  For some corporations, this list is not complete.

Financial Code Section 335 authorizes the Commissioner of Business Oversight to call a meeting of a board of directors "whenever in his or her opinion such action is necessary or appropriate to carry out his or her duties".  This power does not extend to all corporations, only to "licensees".  As defined by Financial Code Section 185, "licensees" include, among others, certain banks, credit unions (including other state and other nation credit unions), and money transmitters.  See the statute for the complete list.

If the Commissioner calls the meeting, the statute requires 4 days' notice by 1st class mail or 24 hours' notice delivered personally or by telephone.   

A meeting of the board of a licensee called by the commissioner shall be held upon four days’ notice by first-class mail or 24 hours’ notice delivered personally or by telephone. The notice shall be given by the commissioner or, if the commissioner so orders, by an officer of the licensee.  The licensee, not the Commissioner, picks up the check for the cost of the meeting.  Interestingly, the statute is silent on whether the Commissioner has a right to attend a meeting that he or she has called.  

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Corporate Governance, Financial Institutions

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