Amended IN Assembly March 11, 2022 CALIFORNIA LEGISLATURE 20212022 REGULAR SESSION Assembly Bill No. 1780Introduced by Assembly Member ChenFebruary 03, 2022 An act to amend Sections 20, 600, and 601 of the Corporations Code, relating to corporations, and declaring the urgency thereof, to take effect immediately.LEGISLATIVE COUNSEL'S DIGESTAB 1780, as amended, Chen. Corporations: shareholders meetings: location.Existing law authorizes and regulates the formation and operation of a corporation, nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation.With respect to the above-described corporations, existing law authorizes meetings of shareholders to be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws. However, if no other place is stated or so fixed, existing law authorizes stakeholder meetings to be held at the principal executive office of the corporation. Existing law prohibits a corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless all of the shareholders consent or the board determines it is necessary or appropriate because of an emergency, as defined. This bill would remove that prohibition and instead authorize the above-described corporations to hold meetings of shareholders at any place or no place, unless expressly prohibited by the articles of incorporation or bylaws, as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. directors, as prescribed. The bill would authorize the board, subject to any limitations in the articles or bylaws, to determine that the meeting may be conducted by electronic transmission by and to the corporation, as defined, electronic video screen communication, conference telephone, or other means of remote communication, as specified. The bill would make other conforming and clarifying changes.This bill would declare that it is to take effect immediately as an urgency statute.Digest Key Vote: 2/3 Appropriation: NO Fiscal Committee: NO Local Program: NO Bill TextThe people of the State of California do enact as follows:SECTION 1. Section 20 of the Corporations Code is amended to read:20. Electronic transmission by the corporation means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) delivered to a recipient who has not provided a written objection to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that persons capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the transmission has been preceded by or includes a clear written statement to the recipient as to any right of the recipient to have the record provided or made available on paper or in nonelectronic form, and the procedures the recipient must use to provide a written objection.SEC. 2. Section 600 of the Corporations Code is amended to read:600. (a) (1) Meetings of shareholders may be held at any place within or without this state, or unless expressly prohibited by the articles of incorporation or bylaws, at no place, in each case as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. Subject to any limitations in the articles or bylaws of the corporation, the board of directors may, in its sole discretion, determine that the meeting may be conducted, in whole or in part, by electronic any one of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication, subject communication.(2) Regardless of the method used, the meeting shall be subject to subdivision (e) and any guidelines and procedures that the board of directors may adopt.(b) An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws. However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting. For purposes of this subdivision, regulated management company means a regulated investment company as defined in Section 851 of the federal Internal Revenue Code.(c) If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the organization of the corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at the meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the articles or bylaws or in this division to the contrary. The court may issue any orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.(e) (1) A meeting of the shareholders may be conducted, in whole or in part, by electronic any of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication if communication.(2) Regardless of the method used, the corporation implements reasonable measures:(1) to provide shall implement reasonable measures that accomplish all of the following:(A) Provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if proceedings.(B) If any shareholder or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify records.(C) Verify that each person participating remotely is a shareholder or proxyholder.SEC. 3. Section 601 of the Corporations Code is amended to read:601. (a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. That notice shall state the place, if any, date and hour of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, if any, by which shareholders may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters that the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for that action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.(b) (1) Notice of a shareholders meeting or any report shall be given personally, by electronic transmission by the corporation (Section 20), or by first-class mail, or, in the case of a corporation with outstanding shares held of record by 500 or more persons (determined as provided in Section 605) on the record date for the shareholders meeting, notice may also be given by third-class mail, or by other means of written communication, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice, or if no address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally, sent by electronic transmission by the corporation, deposited in the mail, or sent by other means of written communication. Notwithstanding the foregoing, the notice of a shareholders meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207. An affidavit of mailing or electronic transmission by the corporation, or electronic communication or other means of remote communication as permitted because of an emergency, of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary, or any transfer agent, shall be prima facie evidence of the giving of the notice or report.(2) If any notice or report addressed to the shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.(3) (A) Notice given by electronic transmission by the corporation under this subdivision shall be valid if it complies with Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation to a particular shareholder under this subdivision if both of the following apply:(i) The corporation is unable to deliver two consecutive notices to the shareholder by that means.(ii) The corporations inability to deliver those notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice provided, however, that the inadvertent failure to discover the inability shall not invalidate any meeting or other action.(B) This paragraph shall not apply if notices are provided by electronic communication or other means of remote communication as permitted because of an emergency.(c) Upon request in writing to the corporation addressed to the attention of the chairperson of the board, president, vice president president, or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 shall apply to that application. The court may issue orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice.(d) When a shareholders meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place, if any, (and the means of electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which the shareholders may participate) are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.(e) The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All those waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).(f) Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to Section 310, 902, 1152, 1201, 1900, or 2007 shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.SEC. 4. This act is an urgency statute necessary for the immediate preservation of the public peace, health, or safety within the meaning of Article IV of the California Constitution and shall go into immediate effect. The facts constituting the necessity are:Because the COVID-19 pandemic has made it difficult for corporate shareholders to meet, and to avoid further delaying upcoming meetings, it is necessary that this measure take effect immediately.
Amended IN Assembly March 11, 2022 CALIFORNIA LEGISLATURE 20212022 REGULAR SESSION Assembly Bill No. 1780Introduced by Assembly Member ChenFebruary 03, 2022 An act to amend Sections 20, 600, and 601 of the Corporations Code, relating to corporations, and declaring the urgency thereof, to take effect immediately.LEGISLATIVE COUNSEL'S DIGESTAB 1780, as amended, Chen. Corporations: shareholders meetings: location.Existing law authorizes and regulates the formation and operation of a corporation, nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation.With respect to the above-described corporations, existing law authorizes meetings of shareholders to be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws. However, if no other place is stated or so fixed, existing law authorizes stakeholder meetings to be held at the principal executive office of the corporation. Existing law prohibits a corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless all of the shareholders consent or the board determines it is necessary or appropriate because of an emergency, as defined. This bill would remove that prohibition and instead authorize the above-described corporations to hold meetings of shareholders at any place or no place, unless expressly prohibited by the articles of incorporation or bylaws, as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. directors, as prescribed. The bill would authorize the board, subject to any limitations in the articles or bylaws, to determine that the meeting may be conducted by electronic transmission by and to the corporation, as defined, electronic video screen communication, conference telephone, or other means of remote communication, as specified. The bill would make other conforming and clarifying changes.This bill would declare that it is to take effect immediately as an urgency statute.Digest Key Vote: 2/3 Appropriation: NO Fiscal Committee: NO Local Program: NO
Amended IN Assembly March 11, 2022
Amended IN Assembly March 11, 2022
CALIFORNIA LEGISLATURE 20212022 REGULAR SESSION
Assembly Bill
No. 1780
Introduced by Assembly Member ChenFebruary 03, 2022
Introduced by Assembly Member Chen
February 03, 2022
An act to amend Sections 20, 600, and 601 of the Corporations Code, relating to corporations, and declaring the urgency thereof, to take effect immediately.
LEGISLATIVE COUNSEL'S DIGEST
## LEGISLATIVE COUNSEL'S DIGEST
AB 1780, as amended, Chen. Corporations: shareholders meetings: location.
Existing law authorizes and regulates the formation and operation of a corporation, nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation.With respect to the above-described corporations, existing law authorizes meetings of shareholders to be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws. However, if no other place is stated or so fixed, existing law authorizes stakeholder meetings to be held at the principal executive office of the corporation. Existing law prohibits a corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless all of the shareholders consent or the board determines it is necessary or appropriate because of an emergency, as defined. This bill would remove that prohibition and instead authorize the above-described corporations to hold meetings of shareholders at any place or no place, unless expressly prohibited by the articles of incorporation or bylaws, as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. directors, as prescribed. The bill would authorize the board, subject to any limitations in the articles or bylaws, to determine that the meeting may be conducted by electronic transmission by and to the corporation, as defined, electronic video screen communication, conference telephone, or other means of remote communication, as specified. The bill would make other conforming and clarifying changes.This bill would declare that it is to take effect immediately as an urgency statute.
Existing law authorizes and regulates the formation and operation of a corporation, nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation.
With respect to the above-described corporations, existing law authorizes meetings of shareholders to be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws. However, if no other place is stated or so fixed, existing law authorizes stakeholder meetings to be held at the principal executive office of the corporation. Existing law prohibits a corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless all of the shareholders consent or the board determines it is necessary or appropriate because of an emergency, as defined.
This bill would remove that prohibition and instead authorize the above-described corporations to hold meetings of shareholders at any place or no place, unless expressly prohibited by the articles of incorporation or bylaws, as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. directors, as prescribed. The bill would authorize the board, subject to any limitations in the articles or bylaws, to determine that the meeting may be conducted by electronic transmission by and to the corporation, as defined, electronic video screen communication, conference telephone, or other means of remote communication, as specified. The bill would make other conforming and clarifying changes.
This bill would declare that it is to take effect immediately as an urgency statute.
## Digest Key
## Bill Text
The people of the State of California do enact as follows:SECTION 1. Section 20 of the Corporations Code is amended to read:20. Electronic transmission by the corporation means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) delivered to a recipient who has not provided a written objection to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that persons capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the transmission has been preceded by or includes a clear written statement to the recipient as to any right of the recipient to have the record provided or made available on paper or in nonelectronic form, and the procedures the recipient must use to provide a written objection.SEC. 2. Section 600 of the Corporations Code is amended to read:600. (a) (1) Meetings of shareholders may be held at any place within or without this state, or unless expressly prohibited by the articles of incorporation or bylaws, at no place, in each case as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. Subject to any limitations in the articles or bylaws of the corporation, the board of directors may, in its sole discretion, determine that the meeting may be conducted, in whole or in part, by electronic any one of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication, subject communication.(2) Regardless of the method used, the meeting shall be subject to subdivision (e) and any guidelines and procedures that the board of directors may adopt.(b) An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws. However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting. For purposes of this subdivision, regulated management company means a regulated investment company as defined in Section 851 of the federal Internal Revenue Code.(c) If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the organization of the corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at the meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the articles or bylaws or in this division to the contrary. The court may issue any orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.(e) (1) A meeting of the shareholders may be conducted, in whole or in part, by electronic any of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication if communication.(2) Regardless of the method used, the corporation implements reasonable measures:(1) to provide shall implement reasonable measures that accomplish all of the following:(A) Provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if proceedings.(B) If any shareholder or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify records.(C) Verify that each person participating remotely is a shareholder or proxyholder.SEC. 3. Section 601 of the Corporations Code is amended to read:601. (a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. That notice shall state the place, if any, date and hour of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, if any, by which shareholders may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters that the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for that action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.(b) (1) Notice of a shareholders meeting or any report shall be given personally, by electronic transmission by the corporation (Section 20), or by first-class mail, or, in the case of a corporation with outstanding shares held of record by 500 or more persons (determined as provided in Section 605) on the record date for the shareholders meeting, notice may also be given by third-class mail, or by other means of written communication, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice, or if no address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally, sent by electronic transmission by the corporation, deposited in the mail, or sent by other means of written communication. Notwithstanding the foregoing, the notice of a shareholders meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207. An affidavit of mailing or electronic transmission by the corporation, or electronic communication or other means of remote communication as permitted because of an emergency, of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary, or any transfer agent, shall be prima facie evidence of the giving of the notice or report.(2) If any notice or report addressed to the shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.(3) (A) Notice given by electronic transmission by the corporation under this subdivision shall be valid if it complies with Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation to a particular shareholder under this subdivision if both of the following apply:(i) The corporation is unable to deliver two consecutive notices to the shareholder by that means.(ii) The corporations inability to deliver those notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice provided, however, that the inadvertent failure to discover the inability shall not invalidate any meeting or other action.(B) This paragraph shall not apply if notices are provided by electronic communication or other means of remote communication as permitted because of an emergency.(c) Upon request in writing to the corporation addressed to the attention of the chairperson of the board, president, vice president president, or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 shall apply to that application. The court may issue orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice.(d) When a shareholders meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place, if any, (and the means of electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which the shareholders may participate) are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.(e) The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All those waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).(f) Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to Section 310, 902, 1152, 1201, 1900, or 2007 shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.SEC. 4. This act is an urgency statute necessary for the immediate preservation of the public peace, health, or safety within the meaning of Article IV of the California Constitution and shall go into immediate effect. The facts constituting the necessity are:Because the COVID-19 pandemic has made it difficult for corporate shareholders to meet, and to avoid further delaying upcoming meetings, it is necessary that this measure take effect immediately.
The people of the State of California do enact as follows:
## The people of the State of California do enact as follows:
SECTION 1. Section 20 of the Corporations Code is amended to read:20. Electronic transmission by the corporation means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) delivered to a recipient who has not provided a written objection to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that persons capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the transmission has been preceded by or includes a clear written statement to the recipient as to any right of the recipient to have the record provided or made available on paper or in nonelectronic form, and the procedures the recipient must use to provide a written objection.
SECTION 1. Section 20 of the Corporations Code is amended to read:
### SECTION 1.
20. Electronic transmission by the corporation means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) delivered to a recipient who has not provided a written objection to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that persons capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the transmission has been preceded by or includes a clear written statement to the recipient as to any right of the recipient to have the record provided or made available on paper or in nonelectronic form, and the procedures the recipient must use to provide a written objection.
20. Electronic transmission by the corporation means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) delivered to a recipient who has not provided a written objection to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that persons capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the transmission has been preceded by or includes a clear written statement to the recipient as to any right of the recipient to have the record provided or made available on paper or in nonelectronic form, and the procedures the recipient must use to provide a written objection.
20. Electronic transmission by the corporation means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) delivered to a recipient who has not provided a written objection to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that persons capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the transmission has been preceded by or includes a clear written statement to the recipient as to any right of the recipient to have the record provided or made available on paper or in nonelectronic form, and the procedures the recipient must use to provide a written objection.
20. Electronic transmission by the corporation means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) delivered to a recipient who has not provided a written objection to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that persons capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the transmission has been preceded by or includes a clear written statement to the recipient as to any right of the recipient to have the record provided or made available on paper or in nonelectronic form, and the procedures the recipient must use to provide a written objection.
SEC. 2. Section 600 of the Corporations Code is amended to read:600. (a) (1) Meetings of shareholders may be held at any place within or without this state, or unless expressly prohibited by the articles of incorporation or bylaws, at no place, in each case as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. Subject to any limitations in the articles or bylaws of the corporation, the board of directors may, in its sole discretion, determine that the meeting may be conducted, in whole or in part, by electronic any one of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication, subject communication.(2) Regardless of the method used, the meeting shall be subject to subdivision (e) and any guidelines and procedures that the board of directors may adopt.(b) An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws. However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting. For purposes of this subdivision, regulated management company means a regulated investment company as defined in Section 851 of the federal Internal Revenue Code.(c) If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the organization of the corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at the meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the articles or bylaws or in this division to the contrary. The court may issue any orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.(e) (1) A meeting of the shareholders may be conducted, in whole or in part, by electronic any of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication if communication.(2) Regardless of the method used, the corporation implements reasonable measures:(1) to provide shall implement reasonable measures that accomplish all of the following:(A) Provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if proceedings.(B) If any shareholder or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify records.(C) Verify that each person participating remotely is a shareholder or proxyholder.
SEC. 2. Section 600 of the Corporations Code is amended to read:
### SEC. 2.
600. (a) (1) Meetings of shareholders may be held at any place within or without this state, or unless expressly prohibited by the articles of incorporation or bylaws, at no place, in each case as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. Subject to any limitations in the articles or bylaws of the corporation, the board of directors may, in its sole discretion, determine that the meeting may be conducted, in whole or in part, by electronic any one of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication, subject communication.(2) Regardless of the method used, the meeting shall be subject to subdivision (e) and any guidelines and procedures that the board of directors may adopt.(b) An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws. However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting. For purposes of this subdivision, regulated management company means a regulated investment company as defined in Section 851 of the federal Internal Revenue Code.(c) If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the organization of the corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at the meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the articles or bylaws or in this division to the contrary. The court may issue any orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.(e) (1) A meeting of the shareholders may be conducted, in whole or in part, by electronic any of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication if communication.(2) Regardless of the method used, the corporation implements reasonable measures:(1) to provide shall implement reasonable measures that accomplish all of the following:(A) Provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if proceedings.(B) If any shareholder or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify records.(C) Verify that each person participating remotely is a shareholder or proxyholder.
600. (a) (1) Meetings of shareholders may be held at any place within or without this state, or unless expressly prohibited by the articles of incorporation or bylaws, at no place, in each case as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. Subject to any limitations in the articles or bylaws of the corporation, the board of directors may, in its sole discretion, determine that the meeting may be conducted, in whole or in part, by electronic any one of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication, subject communication.(2) Regardless of the method used, the meeting shall be subject to subdivision (e) and any guidelines and procedures that the board of directors may adopt.(b) An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws. However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting. For purposes of this subdivision, regulated management company means a regulated investment company as defined in Section 851 of the federal Internal Revenue Code.(c) If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the organization of the corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at the meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the articles or bylaws or in this division to the contrary. The court may issue any orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.(e) (1) A meeting of the shareholders may be conducted, in whole or in part, by electronic any of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication if communication.(2) Regardless of the method used, the corporation implements reasonable measures:(1) to provide shall implement reasonable measures that accomplish all of the following:(A) Provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if proceedings.(B) If any shareholder or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify records.(C) Verify that each person participating remotely is a shareholder or proxyholder.
600. (a) (1) Meetings of shareholders may be held at any place within or without this state, or unless expressly prohibited by the articles of incorporation or bylaws, at no place, in each case as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. Subject to any limitations in the articles or bylaws of the corporation, the board of directors may, in its sole discretion, determine that the meeting may be conducted, in whole or in part, by electronic any one of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication, subject communication.(2) Regardless of the method used, the meeting shall be subject to subdivision (e) and any guidelines and procedures that the board of directors may adopt.(b) An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws. However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting. For purposes of this subdivision, regulated management company means a regulated investment company as defined in Section 851 of the federal Internal Revenue Code.(c) If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the organization of the corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at the meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the articles or bylaws or in this division to the contrary. The court may issue any orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.(e) (1) A meeting of the shareholders may be conducted, in whole or in part, by electronic any of the following methods:(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).(B) Electronic video screen communication, conference telephone, or other means of remote communication if communication.(2) Regardless of the method used, the corporation implements reasonable measures:(1) to provide shall implement reasonable measures that accomplish all of the following:(A) Provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if proceedings.(B) If any shareholder or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify records.(C) Verify that each person participating remotely is a shareholder or proxyholder.
600. (a) (1) Meetings of shareholders may be held at any place within or without this state, or unless expressly prohibited by the articles of incorporation or bylaws, at no place, in each case as may be stated in or fixed in accordance with the articles of incorporation or bylaws, or if not so stated or fixed, as determined by the board of directors. Subject to any limitations in the articles or bylaws of the corporation, the board of directors may, in its sole discretion, determine that the meeting may be conducted, in whole or in part, by electronic any one of the following methods:
(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).
(B) Electronic video screen communication, conference telephone, or other means of remote communication, subject communication.
(2) Regardless of the method used, the meeting shall be subject to subdivision (e) and any guidelines and procedures that the board of directors may adopt.
(b) An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws. However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting. For purposes of this subdivision, regulated management company means a regulated investment company as defined in Section 851 of the federal Internal Revenue Code.
(c) If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the organization of the corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at the meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the articles or bylaws or in this division to the contrary. The court may issue any orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.
(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.
(e) (1) A meeting of the shareholders may be conducted, in whole or in part, by electronic any of the following methods:
(A) Notwithstanding any written objection pursuant to subdivision (b) of Section 20, electronic transmission by and to the corporation (Sections 20 and 21), electronic 21).
(B) Electronic video screen communication, conference telephone, or other means of remote communication if communication.
(2) Regardless of the method used, the corporation implements reasonable measures:(1) to provide shall implement reasonable measures that accomplish all of the following:
(A) Provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if proceedings.
(B) If any shareholder or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify records.
(C) Verify that each person participating remotely is a shareholder or proxyholder.
SEC. 3. Section 601 of the Corporations Code is amended to read:601. (a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. That notice shall state the place, if any, date and hour of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, if any, by which shareholders may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters that the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for that action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.(b) (1) Notice of a shareholders meeting or any report shall be given personally, by electronic transmission by the corporation (Section 20), or by first-class mail, or, in the case of a corporation with outstanding shares held of record by 500 or more persons (determined as provided in Section 605) on the record date for the shareholders meeting, notice may also be given by third-class mail, or by other means of written communication, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice, or if no address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally, sent by electronic transmission by the corporation, deposited in the mail, or sent by other means of written communication. Notwithstanding the foregoing, the notice of a shareholders meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207. An affidavit of mailing or electronic transmission by the corporation, or electronic communication or other means of remote communication as permitted because of an emergency, of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary, or any transfer agent, shall be prima facie evidence of the giving of the notice or report.(2) If any notice or report addressed to the shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.(3) (A) Notice given by electronic transmission by the corporation under this subdivision shall be valid if it complies with Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation to a particular shareholder under this subdivision if both of the following apply:(i) The corporation is unable to deliver two consecutive notices to the shareholder by that means.(ii) The corporations inability to deliver those notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice provided, however, that the inadvertent failure to discover the inability shall not invalidate any meeting or other action.(B) This paragraph shall not apply if notices are provided by electronic communication or other means of remote communication as permitted because of an emergency.(c) Upon request in writing to the corporation addressed to the attention of the chairperson of the board, president, vice president president, or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 shall apply to that application. The court may issue orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice.(d) When a shareholders meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place, if any, (and the means of electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which the shareholders may participate) are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.(e) The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All those waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).(f) Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to Section 310, 902, 1152, 1201, 1900, or 2007 shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.
SEC. 3. Section 601 of the Corporations Code is amended to read:
### SEC. 3.
601. (a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. That notice shall state the place, if any, date and hour of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, if any, by which shareholders may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters that the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for that action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.(b) (1) Notice of a shareholders meeting or any report shall be given personally, by electronic transmission by the corporation (Section 20), or by first-class mail, or, in the case of a corporation with outstanding shares held of record by 500 or more persons (determined as provided in Section 605) on the record date for the shareholders meeting, notice may also be given by third-class mail, or by other means of written communication, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice, or if no address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally, sent by electronic transmission by the corporation, deposited in the mail, or sent by other means of written communication. Notwithstanding the foregoing, the notice of a shareholders meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207. An affidavit of mailing or electronic transmission by the corporation, or electronic communication or other means of remote communication as permitted because of an emergency, of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary, or any transfer agent, shall be prima facie evidence of the giving of the notice or report.(2) If any notice or report addressed to the shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.(3) (A) Notice given by electronic transmission by the corporation under this subdivision shall be valid if it complies with Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation to a particular shareholder under this subdivision if both of the following apply:(i) The corporation is unable to deliver two consecutive notices to the shareholder by that means.(ii) The corporations inability to deliver those notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice provided, however, that the inadvertent failure to discover the inability shall not invalidate any meeting or other action.(B) This paragraph shall not apply if notices are provided by electronic communication or other means of remote communication as permitted because of an emergency.(c) Upon request in writing to the corporation addressed to the attention of the chairperson of the board, president, vice president president, or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 shall apply to that application. The court may issue orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice.(d) When a shareholders meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place, if any, (and the means of electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which the shareholders may participate) are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.(e) The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All those waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).(f) Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to Section 310, 902, 1152, 1201, 1900, or 2007 shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.
601. (a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. That notice shall state the place, if any, date and hour of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, if any, by which shareholders may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters that the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for that action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.(b) (1) Notice of a shareholders meeting or any report shall be given personally, by electronic transmission by the corporation (Section 20), or by first-class mail, or, in the case of a corporation with outstanding shares held of record by 500 or more persons (determined as provided in Section 605) on the record date for the shareholders meeting, notice may also be given by third-class mail, or by other means of written communication, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice, or if no address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally, sent by electronic transmission by the corporation, deposited in the mail, or sent by other means of written communication. Notwithstanding the foregoing, the notice of a shareholders meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207. An affidavit of mailing or electronic transmission by the corporation, or electronic communication or other means of remote communication as permitted because of an emergency, of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary, or any transfer agent, shall be prima facie evidence of the giving of the notice or report.(2) If any notice or report addressed to the shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.(3) (A) Notice given by electronic transmission by the corporation under this subdivision shall be valid if it complies with Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation to a particular shareholder under this subdivision if both of the following apply:(i) The corporation is unable to deliver two consecutive notices to the shareholder by that means.(ii) The corporations inability to deliver those notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice provided, however, that the inadvertent failure to discover the inability shall not invalidate any meeting or other action.(B) This paragraph shall not apply if notices are provided by electronic communication or other means of remote communication as permitted because of an emergency.(c) Upon request in writing to the corporation addressed to the attention of the chairperson of the board, president, vice president president, or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 shall apply to that application. The court may issue orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice.(d) When a shareholders meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place, if any, (and the means of electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which the shareholders may participate) are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.(e) The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All those waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).(f) Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to Section 310, 902, 1152, 1201, 1900, or 2007 shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.
601. (a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. That notice shall state the place, if any, date and hour of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, if any, by which shareholders may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters that the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for that action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.(b) (1) Notice of a shareholders meeting or any report shall be given personally, by electronic transmission by the corporation (Section 20), or by first-class mail, or, in the case of a corporation with outstanding shares held of record by 500 or more persons (determined as provided in Section 605) on the record date for the shareholders meeting, notice may also be given by third-class mail, or by other means of written communication, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice, or if no address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally, sent by electronic transmission by the corporation, deposited in the mail, or sent by other means of written communication. Notwithstanding the foregoing, the notice of a shareholders meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207. An affidavit of mailing or electronic transmission by the corporation, or electronic communication or other means of remote communication as permitted because of an emergency, of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary, or any transfer agent, shall be prima facie evidence of the giving of the notice or report.(2) If any notice or report addressed to the shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.(3) (A) Notice given by electronic transmission by the corporation under this subdivision shall be valid if it complies with Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation to a particular shareholder under this subdivision if both of the following apply:(i) The corporation is unable to deliver two consecutive notices to the shareholder by that means.(ii) The corporations inability to deliver those notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice provided, however, that the inadvertent failure to discover the inability shall not invalidate any meeting or other action.(B) This paragraph shall not apply if notices are provided by electronic communication or other means of remote communication as permitted because of an emergency.(c) Upon request in writing to the corporation addressed to the attention of the chairperson of the board, president, vice president president, or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 shall apply to that application. The court may issue orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice.(d) When a shareholders meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place, if any, (and the means of electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which the shareholders may participate) are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.(e) The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All those waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).(f) Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to Section 310, 902, 1152, 1201, 1900, or 2007 shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.
601. (a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. That notice shall state the place, if any, date and hour of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, if any, by which shareholders may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters that the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for that action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.
(b) (1) Notice of a shareholders meeting or any report shall be given personally, by electronic transmission by the corporation (Section 20), or by first-class mail, or, in the case of a corporation with outstanding shares held of record by 500 or more persons (determined as provided in Section 605) on the record date for the shareholders meeting, notice may also be given by third-class mail, or by other means of written communication, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice, or if no address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally, sent by electronic transmission by the corporation, deposited in the mail, or sent by other means of written communication. Notwithstanding the foregoing, the notice of a shareholders meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207. An affidavit of mailing or electronic transmission by the corporation, or electronic communication or other means of remote communication as permitted because of an emergency, of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary, or any transfer agent, shall be prima facie evidence of the giving of the notice or report.
(2) If any notice or report addressed to the shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.
(3) (A) Notice given by electronic transmission by the corporation under this subdivision shall be valid if it complies with Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation to a particular shareholder under this subdivision if both of the following apply:
(i) The corporation is unable to deliver two consecutive notices to the shareholder by that means.
(ii) The corporations inability to deliver those notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice provided, however, that the inadvertent failure to discover the inability shall not invalidate any meeting or other action.
(B) This paragraph shall not apply if notices are provided by electronic communication or other means of remote communication as permitted because of an emergency.
(c) Upon request in writing to the corporation addressed to the attention of the chairperson of the board, president, vice president president, or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 shall apply to that application. The court may issue orders as may be appropriate, including, without limitation, orders designating the time and place, if any, of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice.
(d) When a shareholders meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place, if any, (and the means of electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which the shareholders may participate) are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
(e) The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All those waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).
(f) Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to Section 310, 902, 1152, 1201, 1900, or 2007 shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.
SEC. 4. This act is an urgency statute necessary for the immediate preservation of the public peace, health, or safety within the meaning of Article IV of the California Constitution and shall go into immediate effect. The facts constituting the necessity are:Because the COVID-19 pandemic has made it difficult for corporate shareholders to meet, and to avoid further delaying upcoming meetings, it is necessary that this measure take effect immediately.
SEC. 4. This act is an urgency statute necessary for the immediate preservation of the public peace, health, or safety within the meaning of Article IV of the California Constitution and shall go into immediate effect. The facts constituting the necessity are:Because the COVID-19 pandemic has made it difficult for corporate shareholders to meet, and to avoid further delaying upcoming meetings, it is necessary that this measure take effect immediately.
SEC. 4. This act is an urgency statute necessary for the immediate preservation of the public peace, health, or safety within the meaning of Article IV of the California Constitution and shall go into immediate effect. The facts constituting the necessity are:
### SEC. 4.
Because the COVID-19 pandemic has made it difficult for corporate shareholders to meet, and to avoid further delaying upcoming meetings, it is necessary that this measure take effect immediately.