Not-for-profit corporations.

(1) Existing law provides for the formation and operations of nonprofit corporations. Existing law provides for establishing a quorum of a board of directors to take action at a meeting and allows the articles of incorporation or bylaws to require the presence of specified directors in order to constitute a quorum. Existing law provides that the death of a director excuses requiring the presence of that director to establish a quorum. Existing law authorizes a board of directors to take action by unanimous written consent in lieu of a meeting without the consent of an interested director, as defined. This bill would instead provide that death or nonexistence of a director excuses requiring the presence of a specified director to establish a quorum. The bill would also revise the definition of an "interested director," as specified. (2) Existing law excludes interested directors, as defined, from the directors required to consent in order to take action without a meeting. This bill would also, under specified circumstances, exclude common directors, as defined, from the directors required to consent in order to take action without a meeting. (3) Existing law provides that a director has only one vote on any action at a meeting and prohibits a director from voting by proxy at a meeting. This bill would apply those provisions to a unanimous written consent in lieu of a meeting. (4) Existing law requires all public benefit corporations to obtain a waiver from the Attorney General's office in order to file dissolution documents with the Secretary of State and requires those corporations to obtain the consent of the Attorney General to a proposed merger, except as specified. This bill would exempt from these requirements specified public benefit corporations that are not otherwise subject to the supervisory authority of the Attorney General. (5) Existing law requires certain charitable corporations and unincorporated associations holding property for charitable and certain other purposes to file specified reports with the Attorney General. Existing law requires a corporation to furnish an annual report to its members regarding transactions with interested persons. This bill would allow a corporation to furnish to its members a copy of a report filed with the Attorney General in lieu of the above annual report when the report to the Attorney General includes the information required in the annual report. (6) The bill would make other nonsubstantive and conforming changes. (7) This bill would incorporate additional changes to Section 1113 of the Corporations Code proposed by SB 201, to be operative only if SB 201 and this bill are both chaptered and become effective on or before January 1, 2012, and this bill is chaptered last.