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California Law (Last Updated: March 4, 2014) |
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Corporations Code - CORP |
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Title 1. CORPORATIONS |
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Division 2. NONPROFIT CORPORATION LAW |
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Part 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS |
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Chapter 5. Meetings and Voting |
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ARTICLE 2. Additional Provisions Relating to Election of Directors |
Section 5522.
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A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for an election authorized by Section 5152 or 5153.
(a) The corporation's articles or bylaws shall set a date for the close of nominations for the board. The date shall not be less than 50 nor more than 120 days before the day directors are to be elected. No nominations for the board can be made after the date set for the close of nominations.
(b) If more people are nominated for the board than can be elected, the election shall take place by means of a procedure which allows all nominees a reasonable opportunity to solicit votes and all members a reasonable opportunity to choose among the nominees.
(c) A nominee shall have a reasonable opportunity to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.
(d) If after the close of nominations the number of people nominated for the board is not more than the number of directors to be elected, the corporation may without further action declare that those nominated and qualified to be elected have been elected.