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HomeCorporations CodeCh. 6§ 5617 Director Election Challenges

§ 5617 Director Election Challenges

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

§ 5617 Director Election Challenges

Key Takeaways

  • •If someone thinks a director's election in a company was unfair, they can ask a court to check if it was valid.
  • •The person who complains must tell the Attorney General, who can join the case if they want.
  • •The court will quickly set a date (usually within 5 days) to hear the case and tell everyone involved.
  • •The court can decide who should be the director, order a new election, or fix other problems.

Example

Imagine you're part of a club, and you think the vote for the new club leader was unfair because some people weren't allowed to vote.

You can go to court and ask them to check if the vote was fair. The court will listen to both sides and decide if the leader was chosen the right way or if a new vote is needed.

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

Official Source
View on CA.gov

§ 5617 Director Election Challenges

(a) Upon the filing of an action therefor by any director or member, or by any person who had the right to vote in the election at issue, the superior court of the proper county shall determine the validity of any election or appointment of any director of any corporation. (b) Any person bringing an action under this section shall give notice of the action to the Attorney General, who may intervene. (c) Upon the filing of the complaint, and before any further proceedings are had, the court shall enter an order fixing a date for the hearing, which shall be within five days unless for good cause shown a later date is fixed, and requiring notice of the date for the hearing and a copy of the complaint to be served upon the corporation and upon the person whose purported election or appointment is questioned and upon any person (other than the plaintiff) whom the plaintiff alleges to have been elected or appointed, in the manner in which a summons is required to be served, or, if the court so directs, by registered mail; and the court may make such further requirements as to notice as appear to be proper under the circumstances. (d) The court, consistent with the provisions of this part and in conformity with the articles and bylaws to the extent feasible, may determine the person entitled to the office of director or may order a new election to be held or appointment to be made, may determine the validity of the issuance of memberships and the right of persons to vote and may direct such other relief as may be just and proper. (Added by Stats. 1978, Ch. 567.)

Last verified: January 23, 2026

Key Terms

electionappointmentdirectorsuperior courtAttorney General

Related Statutes

  • § 7616 Director Election Challenges
  • § 12484 Cumulative Voting For Directors
  • § 12331 Director Number Requirements
  • § 12477 Director Election Challenges
  • § 5527 Director Election Challenge Period

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 5617.
View Official Source