Article 1 General Provisions
Article 2 Additional Provisions Relating to Election of Directors

Terms Used In California Codes > Corporations Code > Title 1 > Division 2 > Part 2 > Chapter 5 - Meetings and Voting

  • Abstract of judgment: In a federal criminal proceeding, A certification from a U.S. District Court clerk that a judgment of restitution was entered against the defendant owing to the victim. If the defendant inherits, owns, or sells real property or holdings, these assets can then be attached at the state and local levels as well.
  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Advice and consent: Under the Constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the Senate, and international treaties become effective only when the Senate approves them by a two-thirds vote.
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Affirmed: In the practice of the appellate courts, the decree or order is declared valid and will stand as rendered in the lower court.
  • Agreement: includes , but is not limited to, agreements providing for valuations, appraisals, and similar proceedings and agreements between employers and employees or between their respective representatives. See California Code of Civil Procedure 1280
  • Alternative energy equipment: means alternative energy equipment, as defined in subdivision (d) of Section 15814. See California Government Code 14710
  • Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Arrest: Taking physical custody of a person by lawful authority.
  • assessed value: means 25 percent of full value to, and including, the 1980-81 fiscal year, and 100 percent of full value for the 1981-82 fiscal year and fiscal years thereafter. See California Government Code 25
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Authority: means the Capitol Area Development Authority created by the joint powers agreement executed pursuant to Section 8169. See California Government Code 8180
  • Award: includes , but is not limited to, an award made pursuant to an agreement not in writing. See California Code of Civil Procedure 1280
  • Bail: Security given for the release of a criminal defendant or witness from legal custody (usually in the form of money) to secure his/her appearance on the day and time appointed.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • bribe: signifies anything of value or advantage, present or prospective, or any promise or undertaking to give any, asked, given, or accepted, with a corrupt intent to influence, unlawfully, the person to whom it is given, in his or her action, vote, or opinion, in any public or official capacity. See California Penal Code 7
  • Capitol area: includes both of the following:

    California Government Code 8160.1

  • City: includes "city and county" and "incorporated town" but does not include "unincorporated town" or "village. See California Government Code 20
  • Cogeneration equipment: means equipment used for cogeneration, as defined in Section 216. See California Government Code 14710
  • Committee membership: Legislators are assigned to specific committees by their party. Seniority, regional balance, and political philosophy are the most prominent factors in the committee assignment process.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Community-based punishment: means correctional sanctions and programming encompassing a range of custodial and noncustodial responses to criminal or noncompliant offender activity. See California Penal Code 17.5
  • Concurrent resolution: A legislative measure, designated "S. Con. Res." and numbered consecutively upon introduction, generally employed to address the sentiments of both chambers, to deal with issues or matters affecting both houses, such as a concurrent budget resolution, or to create a temporary joint committee. Concurrent resolutions are not submitted to the President/Governor and thus do not have the force of law.
  • Consumer: means an individual who seeks, uses, or acquires, by purchase or lease, any goods or services for personal, family, or household purposes. See California Code of Civil Procedure 1280
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Contractor: means the department, division, or other unit of a person or organization responsible for the performance under the contract. See California Government Code 8351
  • Controlled substance: means a controlled substance in schedules I through V of Section 202 of the Controlled Substances Act (21 U. See California Government Code 8351
  • Controversy: means any question arising between parties to an agreement whether the question is one of law or of fact or both. See California Code of Civil Procedure 1280
  • Conviction: A judgement of guilt against a criminal defendant.
  • Core area: means that area of the City of Sacramento within the area bounded by "G" Street on the north, "R" Street on the south, 5th Street on the west, and 17th Street on the east. See California Government Code 8160.1
  • 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.
  • Counterclaim: A claim that a defendant makes against a plaintiff.
  • County: includes city and county. See California Government Code 19
  • county: includes "city and county". See California Penal Code 7
  • County: includes "city and county. See California Corporations Code 14
  • Crime: means an act committed in this state which, if committed by a competent adult, would constitute a misdemeanor or felony. See California Penal Code 679.01
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Department: means the Department of General Services. See California Government Code 14837
  • Department: means the Department of General Services. See California Government Code 8160.1
  • Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
  • Devise: To gift property by will.
  • director: refer to the Department of General Services and the Director of General Services, respectively, unless the context otherwise requires. See California Government Code 14602
  • Director: means the Director of General Services. See California Government Code 14837
  • Director: means the Director of General Services. See California Government Code 8160.1
  • directors: means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. See California Corporations Code 5047
  • Disabled veteran business enterprise: means an enterprise that has been certified as meeting the qualifications established by paragraph (7) of subdivision (b) of Section 999 of the Military and Veterans Code. See California Government Code 14837
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • Donor: The person who makes a gift.
  • Drafting party: means the company or business that included a predispute arbitration provision in a contract with a consumer or employee. See California Code of Civil Procedure 1280
  • Drug-free workplace: means a site for the performance of work done in connection with a specific grant or contract described in Article 2 (commencing with Section 8355) of an entity at which employees of the entity are prohibited from engaging in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance in accordance with the requirements of this chapter. See California Government Code 8351
  • 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 which 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) to a recipient who has provided an unrevoked consent 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. See California Corporations Code 20
  • Electronic transmission to 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, which the corporation has provided from time to time to shareholders or members and directors for sending communications to the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (3) other means of electronic communication, (b) as to which the corporation has placed in effect reasonable measures to verify that the sender is the shareholder or member (in person or by proxy) or director purporting to send the transmission, 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. See California Corporations Code 21
  • Employee: means the employee of a grantee or contractor directly engaged in the performance of work pursuant to the grant or contract described in Article 2 (commencing with Section 8355) . See California Government Code 8351
  • Employee: means any current employee, former employee, or applicant for employment. See California Code of Civil Procedure 1280
  • Employer: means a person for whom an individual performs services as an employee. See California Code of Civil Procedure 706.011
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence-based practices: refers to supervision policies, procedures, programs, and practices demonstrated by scientific research to reduce recidivism among individuals under probation, parole, or post release supervision. See California Penal Code 17.5
  • Ex officio: Literally, by virtue of one's office.
  • executed: when used with respect to the documents filed pursuant to this code or pursuant to regulations adopted under this code, and presented to the Secretary of State, include a document bearing a signature under subdivision (a). See California Corporations Code 17.1
  • Executive session: A portion of the Senate's daily session in which it considers executive business.
  • Extradition: The formal process of delivering an accused or convicted person from authorities in one state to authorities in another state.
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Feasible: means capable of being accomplished in a successful manner within a reasonable period of time, taking into account life-cycle costing analyses, and environmental, social, and technological factors, however, renewable technologies shall not be exempt based solely on cost considerations. See California Government Code 14710
  • Felony: A crime carrying a penalty of more than a year in prison.
  • firearm: has the meaning provided in subdivision (a) of Section 16520. See California Penal Code 12001
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • flash incarceration: is a period of detention in a city or county jail due to a violation of an offender's conditions of postrelease supervision. See California Penal Code 3454
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • Grand jury: agreement providing that a lender will delay exercising its rights (in the case of a mortgage,
  • Grantee: means the department, division, or other unit of a person or organization responsible for the performance under the grant. See California Government Code 8351
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Habeas corpus: A writ that is usually used to bring a prisoner before the court to determine the legality of his imprisonment. It may also be used to bring a person in custody before the court to give testimony, or to be prosecuted.
  • home-to-school transportation: includes all of the following:

    California Education Code 41850

  • Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Joint committee: Committees including membership from both houses of teh legislature. Joint committees are usually established with narrow jurisdictions and normally lack authority to report legislation.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Juror: A person who is on the jury.
  • Justice reinvestment: is a data-driven approach to reduce corrections and related criminal justice spending and reinvest savings in strategies designed to increase public safety. See California Penal Code 17.5
  • knowingly: import s only a knowledge that the facts exist which bring the act or omission within the provisions of this code. See California Penal Code 7
  • Lawsuit: A legal action started by a plaintiff against a defendant based on a complaint that the defendant failed to perform a legal duty, resulting in harm to the plaintiff.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Legacy: A gift of property made by will.
  • Legislative session: That part of a chamber's daily session in which it considers legislative business (bills, resolutions, and actions related thereto).
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • magistrate: signifies any one of the officers mentioned in Section 808. See California Penal Code 7
  • Manufacturer: means a business that meets both of the following requirements:

    California Government Code 14837

  • Microbusiness: is a small business which, together with affiliates, has average annual gross receipts of two million five hundred thousand dollars ($2,500,000) or less over the previous three years, or is a manufacturer, as defined in subdivision (c), with 25 or fewer employees. See California Government Code 14837
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • Mistrial: An invalid trial, caused by fundamental error. When a mistrial is declared, the trial must start again from the selection of the jury.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Mortgagee: The person to whom property is mortgaged and who has loaned the money.
  • Neutral arbitrator: means an arbitrator who is (1) . See California Code of Civil Procedure 1280
  • Oath: A promise to tell the truth.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Party to the arbitration: means a party to the arbitration agreement, including any of the following:

    California Code of Civil Procedure 1280

  • peace officer: signify any one of the officers mentioned in Chapter 4. See California Penal Code 7
  • person: includes a corporation as well as a natural person. See California Penal Code 7
  • Person: includes a corporation as well as a natural person. See California Corporations Code 18
  • Personal property: All property that is not real property.
  • Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
  • Preliminary hearing: A hearing where the judge decides whether there is enough evidence to make the defendant have a trial.
  • Probable cause: A reasonable ground for belief that the offender violated a specific law.
  • Probate: Proving a will
  • Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
  • Project area: includes both of the following:

    California Government Code 8180

  • property: includes property real and personal. See California Civil Code 14
  • Property: includes both personal and real property. See California Code of Civil Procedure 17
  • property: includes both real and personal property. See California Penal Code 7
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Protection: means formal admission into a witness protection program established by this title memorialized by a written agreement between local or state prosecutors and the witness. See California Penal Code 14021
  • Public building: means a public building, as defined in Section 15802. See California Government Code 14710
  • Public defender: Represent defendants who can't afford an attorney in criminal matters.
  • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
  • Quorum: The number of legislators that must be present to do business.
  • records: means all papers, maps, exhibits, magnetic or paper tapes, photographic films and prints, punched cards, and other documents produced, received, owned or used by an agency, regardless of physical form or characteristics. See California Government Code 14741
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • Redevelopment plan: means the Capitol Area Plan approved by the Director of General Services on March 15, 1977, and referred to in Section 8160, and the plan prepared pursuant to Section 8182. See California Government Code 8180
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Remand: When an appellate court sends a case back to a lower court for further proceedings.
  • Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Signature: includes mark when the signer cannot write, such signer's name being written near the mark by a witness who writes his own name near the signer's name. See California Corporations Code 17
  • Small business: means an independently owned and operated business that is not dominant in its field of operation, the principal office of which is located in California, the officers of which are domiciled in California, and which, together with affiliates, has 100 or fewer employees, and average annual gross receipts of ten million dollars ($10,000,000) or less over the previous three years, or is a manufacturer, as defined in subdivision (c), with 100 or fewer employees. See California Government Code 14837
  • special education transportation: means either of the following:

    California Education Code 41850

  • spouse: includes a registered domestic partner, as required by Section 297. See California Civil Code 14
  • Spouse: includes "registered domestic partner" as required by Section 297. See California Code of Civil Procedure 17
  • spouse: includes "registered domestic partner" as required by Section 297. See California Penal Code 7
  • State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77
  • State: includes the District of Columbia and the territories when applied to the different parts of the United States, and the words "United States" may include the district and territories. See California Code of Civil Procedure 17
  • state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the district and territories. See California Penal Code 7
  • State: means the State of California and includes any officer, department, board, or agency thereof. See California Code of Civil Procedure 706.070
  • state agency: includes every state office, officer, department, division, bureau, board, and commission. See California Government Code 11000
  • State agency: means any state agency, board, department or commission, including, but not limited to, the entities specified in subdivision (a) of Section 15814. See California Government Code 14710
  • State tax liability: means an amount for which the state has a state tax lien as defined in Section 7162 of the Government Code excluding a state tax lien created pursuant to the Fish and Game Code. See California Code of Civil Procedure 706.070
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Statutes at large: A chronological listing of the laws enacted each Congress. They are published in volumes numbered by Congress.
  • Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Corporations Code 10
  • Subpoena: A command to a witness to appear and give testimony.
  • Subpoena duces tecum: A command to a witness to produce documents.
  • Testator: A male person who leaves a will at death.
  • Testify: Answer questions in court.
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.
  • Veto: The procedure established under the Constitution by which the President/Governor refuses to approve a bill or joint resolution and thus prevents its enactment into law. A regular veto occurs when the President/Governor returns the legislation to the house in which it originated. The President/Governor usually returns a vetoed bill with a message indicating his reasons for rejecting the measure. In Congress, the veto can be overridden only by a two-thirds vote in both the Senate and the House.
  • Victim: means a person against whom a crime has been committed. See California Penal Code 679.01
  • will: includes codicil. See California Civil Code 14
  • will: includes codicil. See California Penal Code 7
  • willfully: when applied to the intent with which an act is done or omitted, implies simply a purpose or willingness to commit the act, or make the omission referred to. See California Penal Code 7
  • Witness: means any person who has been summoned, or is reasonably expected to be summoned, to testify in a criminal matter, including grand jury proceedings, for the people whether or not formal legal proceedings have been filed. See California Penal Code 14021
  • Writing: includes printing and typewriting. See California Code of Civil Procedure 17
  • Written agreement: includes a written agreement that has been extended or renewed by an oral or implied agreement. See California Code of Civil Procedure 1280