Shareholders, Corporations Code, Bylaws

If A Picture Is Worth A Thousand Words, Should Bylaws Have Pictures?

Allen Matkins on 2/28/2025

Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...more

Don't Be Caught Inquorate! Some Key, But Subtle, Differences In California's And Nevada's Board Quorum Requirements

Allen Matkins on 6/12/2024

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

Do These 2022 Legislative Changes Require A Bylaw Refresh?

Allen Matkins on 7/7/2023

During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of its...more

When You Say "Get It In Writing", What Do You Mean?

Allen Matkins on 6/13/2019

Several provisions of the Delaware General Corporation Law authorize or require that a notice or communication be in "writing" or "written". For example, Section 142(b) provides "Any officer may resign at any time upon...more

But Wait, Nevada Already Has A Fee Shifting Statute

Allen Matkins on 3/22/2019

Yesterday, I took note of a recently introduced Nevada bill, AB 304, that would, among other things, allow a Nevada corporation to impose liability on a stockholder for attorney's fees and costs in connection with an...more

What Happens When Directors Elected By The Shareholders Are Not A Majority?

Allen Matkins on 1/11/2019

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

CA Corps Not Obligated to Make Records Available for Inspection in California

Proskauer - Minding Your Business on 7/28/2016

The California Court of Appeal recently ruled that an inspection demand under California Corporations Code section 1601 requires a corporation to make its books and records available for inspection at an office where they...more

2015 Nevada Business Entities Law Update

Brownstein Hyatt Farber Schreck on 6/12/2015

The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more

Do Your Bylaws Make Obtaining Waivers Of Notice More Onerous?

Allen Matkins on 4/14/2015

Yesterday’s post concerned waivers of notice of shareholders’ meetings under Section 602 of the California Corporations Code. Although not required to do so, corporate bylaws often parrot the statute. One popular guidebook,...more

California and Delaware Courts Agree: Amendments to Corporate Bylaws Do Not Apply Retroactively to Impair Pursuit Previously...

Sheppard Mullin Richter & Hampton LLP on 4/1/2015

Two recent decisions, one from the Delaware Court of Chancery and one from the California Court of Appeal, Fourth Appellate District, refused to apply bylaws that impaired a shareholder/member plaintiff’s ability to pursue...more

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