California 2011-2012 Regular Session Status: Enacted

AB 1211 — Not-for-profit corporations.

Last action — Chaptered by Secretary of State - Chapter 442, Statutes of 2011.

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  1. ✓
    Introduced
  2. ✓
    In Committee
  3. ✓
    Passed Assembly
  4. ✓
    Passed Senate
  5. ✓
    To Executive
  6. 6
    Enacted

This bill has been enacted into law. Introduced February 18, 2011. Enacted.

Prognosis

Likely to advance 70% · moderate confidence

Where this bill stands today.

Odds of enactment

High

How often bills like it became law.

  • Enacted

    Current position in the legislative process.

  • 1 sponsor

    1 primary, 0 co-sponsors signed on.

  • Cleared a recorded vote

    Passed 8 recorded votes so far.

Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.

Summary

(1) Existing law provides for the formation and operations of nonprofit corporations. Existing law provides for establishing a quorum of a board of directors to take action at a meeting and allows the articles of incorporation or bylaws to require the presence of specified directors in order to constitute a quorum. Existing law provides that the death of a director excuses requiring the presence of that director to establish a quorum. Existing law authorizes a board of directors to take action by unanimous written consent in lieu of a meeting without the consent of an interested director, as defined. This bill would instead provide that death or nonexistence of a director excuses requiring the presence of a specified director to establish a quorum. The bill would also revise the definition of an "interested director," as specified. (2) Existing law excludes interested directors, as defined, from the directors required to consent in order to take action without a meeting. This bill would also, under specified circumstances, exclude common directors, as defined, from the directors required to consent in order to take action without a meeting. (3) Existing law provides that a director has only one vote on any action at a meeting and prohibits a director from voting by proxy at a meeting. This bill would apply those provisions to a unanimous written consent in lieu of a meeting. (4) Existing law requires all public benefit corporations to obtain a waiver from the Attorney General's office in order to file dissolution documents with the Secretary of State and requires those corporations to obtain the consent of the Attorney General to a proposed merger, except as specified. This bill would exempt from these requirements specified public benefit corporations that are not otherwise subject to the supervisory authority of the Attorney General. (5) Existing law requires certain charitable corporations and unincorporated associations holding property for charitable and certain other purposes to file specified reports with the Attorney General. Existing law requires a corporation to furnish an annual report to its members regarding transactions with interested persons. This bill would allow a corporation to furnish to its members a copy of a report filed with the Attorney General in lieu of the above annual report when the report to the Attorney General includes the information required in the annual report. (6) The bill would make other nonsubstantive and conforming changes. (7) This bill would incorporate additional changes to Section 1113 of the Corporations Code proposed by SB 201, to be operative only if SB 201 and this bill are both chaptered and become effective on or before January 1, 2012, and this bill is chaptered last.

Bill Text

Action History

  1. Chaptered by Secretary of State - Chapter 442, Statutes of 2011.

  2. Approved by the Governor.

  3. Enrolled and presented to the Governor at 1:30 p.m.

  4. Senate amendments concurred in. To Engrossing and Enrolling. (Ayes 78. Noes 0. Page 3013.).

  5. Assembly Rule 77 suspended. (Page 2978.)

  6. In Assembly. Concurrence in Senate amendments pending. May be considered on or after September 9 pursuant to Assembly Rule 77.

  7. Read third time. Passed. Ordered to the Assembly. (Ayes 40. Noes 0. Page 2311.).

  8. Read second time. Ordered to third reading.

  9. Read third time and amended. Ordered to second reading.

  10. Ordered to third reading.

  11. From consent calendar.

  12. Read second time. Ordered to consent calendar.

  13. From committee: Be placed on second reading file pursuant to Senate Rule 28.8 and ordered to consent calendar.

  14. From committee: Do pass and re-refer to Com. on APPR. with recommendation: to consent calendar. (Ayes 5. Noes 0.) (July 5). Re-referred to Com. on APPR.

  15. From committee: Do pass and re-refer to Com. on JUD. with recommendation: to consent calendar. (Ayes 6. Noes 0.) (June 29). Re-referred to Com. on JUD.

  16. In committee: Hearing postponed by committee.

  17. Referred to Coms. on B. & F.I. and JUD.

  18. In Senate. Read first time. To Com. on RLS. for assignment.

  19. Read third time. Passed. Ordered to the Senate. (Ayes 78. Noes 0. Page 1453.)

  20. Read second time. Ordered to consent calendar.

  21. From committee: Do pass. To consent calendar. (Ayes 16. Noes 0.) (May 11).

  22. From committee: Do pass and re-refer to Com. on APPR. with recommendation: to consent calendar. (Ayes 9. Noes 0.) (May 3). Re-referred to Com. on APPR.

  23. From committee: Do pass and re-refer to Com. on JUD. with recommendation: to consent calendar. (Ayes 12. Noes 0.) (April 25). Re-referred to Com. on JUD.

  24. Referred to Coms. on B. & F. and JUD.

  25. From printer. May be heard in committee March 22.

  26. Read first time. To print.

Sponsors

  • Silva · Primary

Sponsorship breakdown

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1 sponsors · 0 co-sponsors · 121 not signed on

Sponsors (1)

  • Silva

Co-sponsors (0)

None.

Not signed on (121)

121 members have not signed on to this bill.

Show all 121 →

"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

Whip count is in markup. Polling the chamber and every recorded vote this session. Only the first open is slow. It’s instant for you after this. Calling the roll · Tallying · Engrossing

Votes

AB 1211 SILVA Concurrence in Senate Amendments

Passed 78 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Republican 2000
Unaffiliated 75002
Democratic 1000
Total 78002
% of votes cast 98%0%0%3%
How each member voted (80)
Member Party Vote
Butler — Yea
Hagman — Yea
Halderman — Yea
Hill — Yea
Huber — Yea
Knight — Yea
John A. Pérez — Yea
Mitchell — Yea
Atkins — Yea
Logue — Yea
Campos — Yea
Mendoza — Yea
Miller — Yea
Carter — Yea
Portantino — Yea
Alejo — Yea
Cedillo — Yea
Chesbro — Yea
Donnelly — Yea
Pan — Yea
Skinner — Yea
Wagner — Yea
Wieckowski — Yea
Yamada — Yea
Allen — Yea
Eng — Yea
Feuer — Yea
Olsen — Yea
Williams — Yea
Harkey — Yea
Hayashi — Yea
Nestande — Yea
Swanson — Yea
Bonilla — Yea
Gordon — Yea
Furutani — Not Voting
Galgiani — Yea
Gorell — Not Voting
Fong — Yea
Fletcher — Yea
Beall — Yea
Hall — Yea
Monning — Yea
Morrell — Yea
Norby — Yea
Torres — Yea
Achadjian — Yea
Ammiano — Yea
Block — Yea
Blumenfield — Yea
Bradford — Yea
Brownley — Yea
Buchanan — Yea
Hueso — Yea
Jeffries — Yea
Huffman — Yea
Lara — Yea
Ma — Yea
Mansoor — Yea
Nielsen — Yea
Perea — Yea
Silva — Yea
Smyth — Yea
Solorio — Yea
Valadao — Yea
Conway — Yea
Cook — Yea
Davis — Yea
Dickinson — Yea
Fuentes — Yea
Garrick — Yea
Gatto — Yea
Beth Gaines — Yea
Bill Berryhill — Yea
Bonnie Lowenthal — Yea
Roger Hernández — Yea
V. Manuel Pérez — Yea
Calderon, Lisa Democratic Yea
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea

Official roll call →

3rd Reading AB1211 Silva By La Malfa

Passed 40 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 37000
Republican 1000
Democratic 2000
Total 40000
% of votes cast 100%0%0%0%
How each member voted (40)
Member Party Vote
Hancock — Yea
Lieu — Yea
Wolk — Yea
Runner — Yea
Yee — Yea
Lowenthal — Yea
De León — Yea
Negrete McLeod — Yea
Rubio — Yea
Cannella — Yea
Evans — Yea
Fuller — Yea
Kehoe — Yea
Leno — Yea
Alquist — Yea
Anderson — Yea
Corbett — Yea
Correa — Yea
Dutton — Yea
Liu — Yea
Pavley — Yea
Price — Yea
Simitian — Yea
Steinberg — Yea
Vargas — Yea
Walters — Yea
Blakeslee — Yea
Harman — Yea
Hernandez — Yea
Huff — Yea
Wright — Yea
Wyland — Yea
Emmerson — Yea
DeSaulnier — Yea
Beth Gaines — Yea
Bill Berryhill — Yea
La Malfa — Yea
Calderon, Lisa Democratic Yea
Padilla, Stephen C. Democratic Yea
Strickland, Tony Republican Yea

Official roll call →

AB 1211 SILVA Consent Calendar Second Day

Passed 78 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Unaffiliated 73002
Democratic 3000
Republican 2000
Total 78002
% of votes cast 98%0%0%3%
How each member voted (80)
Member Party Vote
Gordon — Yea
Hagman — Yea
Hall — Yea
Butler — Yea
Carter — Yea
Garrick — Yea
Hill — Yea
John A. Pérez — Yea
Mitchell — Yea
Huber — Yea
Perea — Yea
Feuer — Yea
Atkins — Yea
Fuentes — Yea
Galgiani — Yea
Gatto — Yea
Gorell — Not Voting
Campos — Yea
Portantino — Yea
Halderman — Yea
Cedillo — Yea
Harkey — Yea
Bonilla — Yea
Hayashi — Yea
Fletcher — Yea
Chesbro — Yea
Huffman — Yea
Conway — Yea
Cook — Yea
Alejo — Not Voting
Beall — Yea
Davis — Yea
Donnelly — Yea
Knight — Yea
Lara — Yea
Mendoza — Yea
Miller — Yea
Monning — Yea
Morrell — Yea
Nestande — Yea
Nielsen — Yea
Norby — Yea
Olsen — Yea
Skinner — Yea
Smyth — Yea
Swanson — Yea
Torres — Yea
Wieckowski — Yea
Williams — Yea
Achadjian — Yea
Ammiano — Yea
Block — Yea
Blumenfield — Yea
Bradford — Yea
Brownley — Yea
Buchanan — Yea
Hueso — Yea
Jeffries — Yea
Logue — Yea
Ma — Yea
Mansoor — Yea
Pan — Yea
Silva — Yea
Solorio — Yea
Valadao — Yea
Wagner — Yea
Eng — Yea
Dickinson — Yea
Furutani — Yea
Yamada — Yea
Beth Gaines — Yea
Bill Berryhill — Yea
Bonnie Lowenthal — Yea
Roger Hernández — Yea
V. Manuel Pérez — Yea
Allen, Benjamin Democratic Yea
Calderon, Lisa Democratic Yea
Fong, Mike Democratic Yea
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea

Official roll call →

Do pass, to Consent Calendar.

Passed 16 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 15001
Democratic 1000
Total 16001
% of votes cast 94%0%0%6%
How each member voted (17)
Member Party Vote
Campos — Yea
Hall — Yea
Harkey — Yea
Mitchell — Yea
Hill — Yea
Davis — Yea
Lara — Yea
Blumenfield — Yea
Bradford — Yea
Nielsen — Yea
Norby — Yea
Solorio — Yea
Wagner — Yea
Donnelly — Not Voting
Fuentes — Yea
Gatto — Yea
Calderon, Lisa Democratic Yea

Official roll call →

Subjects

civil-rights labor
Cross-referencing the record. Reading this bill against every other bill in the corpus by meaning, not keywords. Only the first open is slow. It’s instant for you after this. Matching · Ranking · Engrossing

Frequently asked questions

What does AB 1211 do?
(1) Existing law provides for the formation and operations of nonprofit corporations. Existing law provides for establishing a quorum of a board of directors to take action at a meeting and allows the articles of incorporation or bylaws to require the presence of specified directors in order to constitute a quorum. Existing law provides that the death of a director excuses requiring the presence of that director to establish a quorum. Existing law authorizes a board of directors to take action by unanimous written consent in lieu of a meeting without the consent of an interested director, as defined. This bill would instead provide that death or nonexistence of a director excuses requiring the presence of a specified director to establish a quorum. The bill would also revise the definition of an "interested director," as specified. (2) Existing law excludes interested directors, as defined, from the directors required to consent in order to take action without a meeting. This bill would also, under specified circumstances, exclude common directors, as defined, from the directors required to consent in order to take action without a meeting. (3) Existing law provides that a director has only one vote on any action at a meeting and prohibits a director from voting by proxy at a meeting. This bill would apply those provisions to a unanimous written consent in lieu of a meeting. (4) Existing law requires all public benefit corporations to obtain a waiver from the Attorney General's office in order to file dissolution documents with the Secretary of State and requires those corporations to obtain the consent of the Attorney General to a proposed merger, except as specified. This bill would exempt from these requirements specified public benefit corporations that are not otherwise subject to the supervisory authority of the Attorney General. (5) Existing law requires certain charitable corporations and unincorporated associations holding property for charitable and certain other purposes to file specified reports with the Attorney General. Existing law requires a corporation to furnish an annual report to its members regarding transactions with interested persons. This bill would allow a corporation to furnish to its members a copy of a report filed with the Attorney General in lieu of the above annual report when the report to the Attorney General includes the information required in the annual report. (6) The bill would make other nonsubstantive and conforming changes. (7) This bill would incorporate additional changes to Section 1113 of the Corporations Code proposed by SB 201, to be operative only if SB 201 and this bill are both chaptered and become effective on or before January 1, 2012, and this bill is chaptered last.
Who sponsors AB 1211?
AB 1211 is sponsored by Silva.
What is the current status of AB 1211?
This bill has been enacted into law. Introduced February 18, 2011. Enacted.
Where can I track AB 1211?
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