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HomeCorporations CodeCh. 5Art. 2§ 5521 Director Nomination Rules

§ 5521 Director Nomination Rules

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

§ 5521 Director Nomination Rules

Key Takeaways

  • •Big companies (with 500+ members) can let people become directors in a few ways.
  • •You can be nominated by following the company's rules or by getting enough signatures from members.
  • •If the company has less than 5,000 votes for directors, you need 2% of the votes to nominate someone.
  • •If the company has 5,000 or more votes, you need at least 100 but no more than 500 signatures to nominate someone.

Example

A big company with 10,000 members wants to nominate a new director.

If the company has 10,000 votes for directors, you need at least 100 but no more than 500 signatures from members to nominate someone new.

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

Official Source
View on CA.gov

§ 5521 Director Nomination Rules

A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 5152 or 5153, and except as provided in Section 5522, any person who is qualified to be elected to the board of directors of the corporation may be nominated: (a) By any method authorized by the bylaws, or if no method is set forth in the bylaws by any method authorized by the board. (b) By petition delivered to an officer of the corporation, signed within 11 months preceding the next time directors will be elected, by members representing the following number of votes: Number of Votes Eligible to be Cast for Director Disregarding any Provision for Cumulative Voting Number of Votes Under 5,000 ........................ 2 percent of voting power 5,000 or more ........................ one-twentieth of 1 percent of voting power but not less than 100, nor more than 500. (c) 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. 13. Effective January 1, 1997.)

Last verified: January 23, 2026

Key Terms

corporationboard of directorsnominationpetitionvoting power

Related Statutes

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

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 5521.
View Official Source