Beyond the Bylaws: The Medical Staff Show | The Role of Bylaws in Medical Staff Governance, Part II
Beyond the Bylaws: The Medical Staff Show - Medical Staff 101
Nonprofit Basics: Amending Nonprofit Corporation Bylaws
Litigation developments: federal forum provisions
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
Rules for rewarding 'super' condo board members
On July 21, 2025, the California Supreme Court issued a significant decision clarifying that a forum selection clause in a company’s certificate of incorporation is not unenforceable simply because the selected forum (here,...more
California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there...more
Too often, entrepreneurs (who intend on starting the next IPO) pay little to no attention to their organizational documents. This is quite intriguing, as it is similar to buying a house, and not paying attention to whose name...more
En fechas recientes, la Comisión de Economía, Comercio y Competitividad de la Cámara de Diputados hizo público su dictamen a la iniciativa con proyecto de decreto por el que se reforman y adicional diversas disposiciones de...more
The Board of Directors for a Community Association functions in a very similar capacity as the Board of a standard corporation. Approximately 95% of all decisions to be made on behalf of a Community Association will be...more
In April 2020, Massachusetts enacted emergency legislation that eases certain corporate governance requirements for the duration of the Commonwealth’s state of emergency, declared by the Governor on March 10, 2020, and for 60...more
Suppose that the articles of incorporation of a California corporation provide that the authorized number of directors is 7. Unless the articles or bylaws provide otherwise, the attendance of 4 directors will constitute a...more
No more "takin' sick when nobody knows the cure"? Last week, Senator Jones took the first step in the creation of a remedy for what heretofore had been irremediable (a "pair and snare" of "irredeemable"?)...more
The Nevada Legislature and Gov. Steve Sisolak have recently approved Assembly Bill No. 207 (AB 207), a bill passed under the leadership and guidance of Assembly Speaker Jason Frierson. AB 207 makes certain meaningful changes...more
Recently, I wrote about Nevada's enactment of legislation that will permit a Nevada corporation to include in its articles of incorporation a provision requiring any, all or certain internal actions must be brought solely or...more
As mentioned in yesterday's post, Nevada recently enacted a bill making several changes to its corporation and limited-liability company laws. One of these changes was to the quorum requirement for stockholder meetings in NRS...more
Today is the 115th day of the 80th Session of the Nevada legislature, meaning that this session will end in just 5 days on Monday, June 3. Corporate practitioners, however, will not have to wait until next week for the...more
Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more
Following up on groundbreaking studies last year examining corporate governance structures in the tech sector, Orrick today released a new report detailing the corporate governance approaches of the leading public companies...more
Amendments to the Washington Business Corporation Act (WBCA) that allow Washington corporations to hold “virtual” shareholder meetings became effective in June 2018. Prior to these amendments, Washington corporations could...more
I came across a recent preliminary proxy filing that described the vote required for approval of a new equity compensation plan as "the affirmative vote of a majority of the shares of common stock present and voting on the...more
Traditionally, all phases of homeowners association board of directors elections, including nominations, voting, and vote counting, are conducted at the annual meeting. However, the time consuming nature of this process has...more
Yesterday’s post concerned various provisions that, although not required to be included in the articles of incorporation, must be included if they are to be effective. One of these provisions relates to supermajority voting...more
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. ...more
This is a helpful reminder that the DGCL governs what may be in the certificate of incorporation and what may be in the bylaws. Giving one director extra tie-breaking voting rights must be in the certificate to be valid....more
Too often, family members view their business as a source of wealth without making sure that the company is managed by those best suited for the job. Good governance — carefully documented in writing — can help ensure a...more