California Corporations Code

§ 5212

CORP § 5212 Effective Jan 1, 2012Div. 2 · Title 1 · Part 2 · Ch. 2 · Art. 1

Statute text

(a)The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office, unless the articles or bylaws require a majority vote of the number of directors authorized in or pursuant to the articles or bylaws. The bylaws may authorize one or more such committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the corporation shall be a member or members of such committee or committees. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to:

(1)The approval of any action for which this part also requires approval of the members (Section 5034) or approval of a majority of all members (Section 5033), regardless of whether the corporation has members.

(2)The filling of vacancies on the board or in any committee which has the authority of the board.

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Legislative history

Amended by Stats. 2011, Ch. 442, Sec. 3. (AB 1211) Effective January 1, 2012.