This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
California Certificate of Directors as to Contents of the Bylaws of the Corporation
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?Officers' certificate? means a certificate signed and verified by the chairperson of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer.
Section 315 - Loans or guaranties (a) A corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer of the corporation or of its parent, unless the transaction, or an employee benefit plan authorizing the loans or guaranties after disclosure of the right under ...
To form a corporation in California, Articles of Incorporation must be filed with the California Secretary of State's office. Forms for the most common types of Articles of Incorporation are available on our Forms, Samples and Fees webpage. You may use the form or prepare your own statutorily compliant document.
Under California law, a corporation must have at least three directors, unless there are less than three shareholders. In that case, the number of directors may be equal to or greater than the number of shareholders. For example, if the corporation has only one shareholder, the number of directors may be one or two.
Any director sued under this section may file a cross-complaint against the person or persons who are liable to the director as a result of the subrogation provided for in this subdivision or may proceed against them in an independent action. (Amended by Stats.
The California Corporations Code does not explicitly state that corporations must have corporate bylaws. However, the necessity of bylaws is implied in several places, including CA Corp Code § 213, which requires corporations to keep a copy of their bylaws on file at their principal executive office.
In general, section 317 provides that a corporation may advance 'expenses' incurred by a corporate 'agent' in defending any 'proceeding' prior to the final disposition of such proceeding upon the receipt of an undertaking that the agent will reimburse the corporation unless it is ultimately determined that the agent is ...
CA Corp. Code§ 317(b) states a corporation has the power to indemnify any person who,? ? is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith.?