California Senate Bill SB248 Latest Draft

 BILL NUMBER: SB 248INTRODUCED BILL TEXT INTRODUCED BY Senator Wyland FEBRUARY 12, 2013 An act to amend Section 13403 of the Corporations Code, relating to corporations. LEGISLATIVE COUNSEL'S DIGEST SB 248, as introduced, Wyland. Professional corporations. The Moscone-Knox Professional Corporation Act provides for the formation of a corporation under the General Corporation Law for the purposes of qualifying as a professional corporation that is engaged in rendering professional services in a single profession, and permits a professional corporation to render professional services through persons who are licensed in that profession. Under the act, a medical corporation with more than 200 shareholders may provide that certain directors may have terms of office of up to 6 years. This bill would extend the maximum term of office of a medical corporation director, as described above, to 7 years. The bill also would make technical, nonsubstantive changes. Vote: majority. Appropriation: no. Fiscal committee: no. State-mandated local program: no. THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS: SECTION 1. Section 13403 of the Corporations Code is amended to read: 13403. The  provisions of the  General Corporation Law shall apply to professional corporations, except where  such provisions are  in conflict with or inconsistent with  the provisions of  this part. A professional corporation  which   that  has only one shareholder need have only one director  ,  who shall be  such   that  shareholder and who shall also serve as the president and treasurer of the corporation. The other officers of the corporation in  such   this  situation need not be licensed persons. A professional corporation  which   that  has only two shareholders need have only two directors  ,  who shall be  such   those  shareholders. The two shareholders between them shall fill the offices of president, vice president, secretary  ,  and treasurer. A professional medical corporation may establish in its articles or bylaws the manner in which its directors are selected and removed, their powers, duties, and compensation. Each term of office may not exceed three years. Notwithstanding the foregoing, the articles or bylaws of a professional medical corporation with more than 200 shareholders may provide that directors who are officers of the corporation or who are responsible for the management of all medical services at one or more medical centers may have terms of office, as directors, of up to  six   seven  years; however, no more than 50 percent of the members of the board, plus one additional member of the board, may have  six-year   seven-year  terms of office.