The effect of a difference between the articles and bylaws in the statement of the number of directors shall not be governed by subdivision (a) of Section 212 of the new law for a corporation existing on the effective date, which shall continue to be governed by the prior law, unless and until an amendment of its articles is filed pursuant to Section 2302. If such amendment makes any change in the number of directors or the maximum or minimum number of directors or makes a change from a fixed to a variable board or vice versa, it shall also be approved by the outstanding shares (Section 152).

(Amended by Stats. 1988, Ch. 919, Sec. 11.)

Terms Used In California Corporations Code 2304

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • effective date: means January 1, 1977. See California Corporations Code 2300
  • new law: means this division of the Corporations Code as amended by act of the California Legislature, 1975-76 Regular Session, effective January 1, 1977, and as in effect on that date. See California Corporations Code 2300
  • prior law: means the applicable law as in effect prior to January 1, 1977. See California Corporations Code 2300
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