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CALIFORNIA CORPORATE & SECURITIES LAW

Do Your Bylaws Make Obtaining Waivers Of Notice More Onerous?

Yesterday’s post concerned waivers of notice of shareholders’ meetings under Section 602 of the California Corporations Code.  Although not required to do so, corporate bylaws often parrot the statute.  One popular guidebook, for example, includes the following sample language concerning waivers of notice: The transactions of any meeting of shareholders, either annual or special, however…

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Should/Must Corporate Minutes Be Signed?

Corporations Code Section 1500 establishes the basic rules governing corporate minutes.  The statute requires California corporations to “keep minutes of the proceedings of its shareholders, board and committees of the board”.  It also requires that minutes be kept in “either [sic] in written form or in another form capable of being converted into clearly legible tangible form or in any combination of the…

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