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HomeCorporations CodeCh. 1§ 100 Member Director Nomination Rules

§ 100 Member Director Nomination Rules

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 100 Member Director Nomination Rules

This law says that big retail companies with at least one million members are not subject to the usual rules for changing directors.

Key Takeaways

  • •The rule does not apply to corporations with 1 million+ members that mainly sell consumer goods.
  • •Such corporations can start a petition to change directors if enough members sign it.
  • •Members can vote at director meetings either in person or by proxy if proxies are allowed.

Example

A large clothing store that has more than a million members wants to change who sits on its board of directors.

The store's members can sign a petition to call a vote at the next director election. They need a number of signatures that matches the company's bylaws, or if the bylaws don't set a number, the directors decide how many are needed. Members can vote in person or by proxy if the company allows proxies.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 100 Member Director Nomination Rules

This subdivision does not apply to a corporation described in subdivision (c). (c) In corporations with one million or more members engaged primarily in the business of retail merchandising of consumer goods, by petition delivered to an officer of the corporation, signed within 11 months preceding the next time directors will be elected, by such reasonable number of members as is set forth in the bylaws, or if no number is set forth in the bylaws, by such reasonable number of members as is determined by the directors. (d) If there is a meeting to elect directors, by any member present at the meeting in person or by proxy if proxies are permitted. (Amended by Stats. 1996, Ch. 589, Sec. 31. Effective January 1, 1997.)

Last verified: January 10, 2026

Key Terms

corporationretail merchandising of consumer goodspetitiondirectorsbylawsproxy

Related Statutes

  • § 7521 Director Nomination Rules
  • § 5521 Director Nomination Rules
  • § 12473 Corporate Director Nomination Fairness
  • § 12475 Nominee Material Publication Rules
  • § 5522 Corporate Director Election Rules

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 100.
View Official Source