California 2011-2012 Regular Session Status: Enacted

SB 201 — Flexible purpose corporations.

Last action — Chaptered by Secretary of State. Chapter 740, Statutes of 2011.

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

This bill has been enacted into law. Introduced February 08, 2011. Enacted.

Prognosis

Likely to advance 72% · 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.

  • 2 sponsors

    1 primary, 1 co-sponsors signed on.

  • Cleared a recorded vote

    Passed 10 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

Existing law authorizes and regulates the formation and operation of corporations and nonprofit corporations and specifies the respective purposes for which they may lawfully be formed. Existing law specifies the duties of corporate directors and the rights of shareholders. This bill would enact the Corporate Flexibility Act of 2011 and would authorize and regulate the formation and operation of a new form of corporate entity known as a flexible purpose corporation. The bill would authorize existing corporations and other forms of business entities to merge into or convert into a flexible purpose corporation upon completion of specified requirements, including approval of the transaction by a supermajority 23 vote of shareholders, or a greater vote if required in the articles, as specified. The bill would also authorize a flexible purpose corporation to convert into a nonprofit corporation, a corporation, or a domestic other business entity, upon satisfaction of equivalent conditions. The bill would also provide dissenters' rights of appraisal for shareholders voting against certain transactions, as specified. The bill would specify the required and permitted contents of articles of incorporation that a flexible purpose corporation would be required to file with the Secretary of State, including the special purposes, in addition to any other lawful purpose, that the corporation shall engage in, which may include, but are not limited to, charitable and public purpose activities that could be carried out by a nonprofit public benefit corporation. The bill would also require management and directors to specify objectives for measuring the impact of the flexible purpose corporation's efforts relating to its special purpose, and to include an analysis of those efforts in annual reports, together with specified financial statements, to shareholders and would require specified information to be made publicly available, as specified. The bill would also specify that a flexible purpose corporation is subject to many existing provisions of the Corporations Code. The bill would also make conforming changes. This bill would incorporate additional changes to Section 1113 of the Corporations Code proposed by AB 1211, to be operative only if AB 1211 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 740, Statutes of 2011.

  2. Approved by the Governor.

  3. Enrolled and presented to the Governor at 9:45 a.m.

  4. Assembly amendments concurred in. (Ayes 39. Noes 0. Page 2235.) Ordered to engrossing and enrolling.

  5. In Senate. Concurrence in Assembly amendments pending.

  6. Read third time. Passed. (Ayes 52. Noes 21. Page 2687.) Ordered to the Senate.

  7. Ordered to third reading.

  8. Read third time and amended. (Page 2579.)

  9. Ordered to third reading.

  10. Read third time and amended. (Page 2507.)

  11. Read second time. Ordered to third reading.

  12. From committee: Do pass. (Ayes 10. Noes 5.) (July 13).

  13. From committee: Do pass and re-refer to Com. on APPR. (Ayes 6. Noes 3.) (June 28). Re-referred to Com. on APPR.

  14. From committee: Do pass and re-refer to Com. on JUD. (Ayes 9. Noes 0.) (June 20). Re-referred to Com. on JUD.

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

  16. In Assembly. Read first time. Held at Desk.

  17. Read third time. Passed. (Ayes 37. Noes 1. Page 1224.) Ordered to the Assembly.

  18. Read second time. Ordered to third reading.

  19. From committee: Do pass. (Ayes 9. Noes 0. Page 1114.) (May 26).

  20. Set for hearing May 26.

  21. Placed on APPR. suspense file.

  22. Set for hearing May 2.

  23. From committee: Do pass and re-refer to Com. on APPR. (Ayes 3. Noes 1. Page 642.) (April 12). Re-referred to Com. on APPR.

  24. Set for hearing April 12.

  25. From committee: Do pass and re-refer to Com. on JUD. (Ayes 7. Noes 0. Page 579.) (April 6). Re-referred to Com. on JUD.

  26. (Corrected March 16.)

  27. From committee with author's amendments. Read second time and amended. Re-referred to Com. on B. & F.I.

  28. Set for hearing April 6.

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

  30. From printer. May be acted upon on or after March 11.

  31. Introduced. Read first time. To Com. on RLS. for assignment. To print.

Sponsors

  • DeSaulnier · Primary
  • Wolk · Cosponsor

Sponsorship breakdown

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1 sponsors · 1 co-sponsors · 120 not signed on · 3 voted No

Sponsors (1)

  • DeSaulnier

Co-sponsors (1)

  • Wolk

Not signed on (120)

120 members have not signed on to this bill.

Show all 120 →

"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

Unfinished Business SB201 DeSaulnier Concurrence

Passed 39 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 36001
Republican 1000
Democratic 2000
Total 39001
% of votes cast 98%0%0%3%
How each member voted (40)
Member Party Vote
Yee — Yea
Wyland — Yea
Lowenthal — Yea
Blakeslee — Yea
Hancock — Yea
Hernandez — Yea
Kehoe — Yea
Lieu — Yea
Liu — Yea
Simitian — Yea
Steinberg — Yea
Walters — Yea
Wolk — Yea
De León — Yea
Negrete McLeod — Yea
Rubio — Yea
Fuller — Yea
Runner — Yea
Cannella — Yea
Leno — Yea
Corbett — Yea
Dutton — Yea
Pavley — Yea
Price — Yea
Vargas — Yea
Wright — Yea
Alquist — Not Voting
Anderson — Yea
Harman — Yea
Huff — Yea
Emmerson — Yea
Correa — Yea
Evans — 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 →

SB 201 DeSaulnier Senate Third Reading By ACHADJIAN

Passed 52 Yea · 21 Nay · 7 Other
Party YeaNayPresentNot Voting
Unaffiliated 511907
Republican 0200
Democratic 1000
Total 522107
% of votes cast 65%26%0%9%
How each member voted (80)
Member Party Vote
Gordon — Yea
Hall — Yea
Eng — Yea
Butler — Yea
Carter — Yea
Hill — Yea
Fong — Yea
Cedillo — Yea
Allen — Yea
Olsen — Yea
Swanson — Yea
Campos — Yea
Portantino — Yea
John A. Pérez — Yea
Mitchell — Yea
Garrick — Nay
Fletcher — Yea
Gatto — Yea
Gorell — Not Voting
Bonilla — Yea
Atkins — Yea
Hagman — Nay
Halderman — Nay
Hayashi — Yea
Chesbro — Yea
Conway — Nay
Hueso — Not Voting
Block — Yea
Cook — Nay
Davis — Yea
Jeffries — Nay
Knight — Nay
Logue — Nay
Mendoza — Yea
Miller — Nay
Morrell — Not Voting
Nielsen — Nay
Norby — Nay
Silva — Nay
Skinner — Yea
Smyth — Nay
Torres — Yea
Valadao — Nay
Wieckowski — Yea
Achadjian — Yea
Alejo — Yea
Ammiano — Yea
Beall — Yea
Blumenfield — Yea
Bradford — Yea
Brownley — Yea
Buchanan — Yea
Harkey — Nay
Huber — Yea
Huffman — Yea
Lara — Yea
Ma — Yea
Mansoor — Nay
Monning — Yea
Nestande — Not Voting
Pan — Not Voting
Perea — Yea
Solorio — Yea
Wagner — Nay
Williams — Yea
Feuer — Yea
Dickinson — Yea
Donnelly — Nay
Fuentes — Yea
Furutani — Yea
Galgiani — Yea
Yamada — Not Voting
Beth Gaines — Nay
Bill Berryhill — Not Voting
Bonnie Lowenthal — Yea
Roger Hernández — Yea
V. Manuel Pérez — Yea
Calderon, Lisa Democratic Yea
Grove, Shannon Republican Nay
Jones, Brian W. Republican Nay

Official roll call →

Do pass.

Passed 10 Yea · 5 Nay · 2 Other
Party YeaNayPresentNot Voting
Unaffiliated 9502
Democratic 1000
Total 10502
% of votes cast 59%29%0%12%
How each member voted (17)
Member Party Vote
Campos — Yea
Hill — Yea
Davis — Yea
Solorio — Yea
Mitchell — Not Voting
Hall — Not Voting
Donnelly — Nay
Norby — Nay
Blumenfield — Yea
Bradford — Yea
Harkey — Nay
Lara — Yea
Nielsen — Nay
Wagner — Nay
Dickinson — Yea
Fuentes — Yea
Calderon, Lisa Democratic Yea

Official roll call →

Do pass and be re-referred to the Committee on Judiciary.

Passed 9 Yea · 0 Nay · 3 Other
Party YeaNayPresentNot Voting
Unaffiliated 9002
Democratic 0001
Total 9003
% of votes cast 75%0%0%25%
How each member voted (12)
Member Party Vote
Fuentes — Yea
Gatto — Yea
Fletcher — Not Voting
Lara — Yea
Perea — Yea
Achadjian — Yea
Harkey — Not Voting
Morrell — Yea
Torres — Yea
Eng — Yea
Roger Hernández — Yea
Calderon, Lisa Democratic Not Voting

Official roll call →

3rd Reading

Passed 37 Yea · 1 Nay · 2 Other
Party YeaNayPresentNot Voting
Unaffiliated 34102
Republican 1000
Democratic 2000
Total 37102
% of votes cast 93%3%0%5%
How each member voted (40)
Member Party Vote
Yee — Yea
Huff — Yea
Wolk — Yea
Runner — Yea
Lowenthal — Yea
De León — Yea
Negrete McLeod — Yea
Evans — Yea
Rubio — Yea
Hancock — Yea
Harman — Nay
Kehoe — Yea
Cannella — Yea
Leno — Yea
Lieu — Yea
Anderson — Yea
Dutton — Yea
Pavley — Yea
Simitian — Yea
Steinberg — Yea
Vargas — Yea
Wright — Yea
Alquist — Yea
Blakeslee — Yea
Hernandez — Yea
Liu — Yea
Price — Yea
Walters — Yea
Wyland — Yea
Corbett — Not Voting
Emmerson — Not Voting
Correa — Yea
DeSaulnier — Yea
Fuller — 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 →

Do pass.

Passed 9 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 9000
Total 9000
% of votes cast 100%0%0%0%
How each member voted (9)
Member Party Vote
Runner — Yea
Kehoe — Yea
Price — Yea
Walters — Yea
Alquist — Yea
Lieu — Yea
Pavley — Yea
Steinberg — Yea
Emmerson — Yea

Official roll call →

Placed on Appropriations Suspense file.

Passed 9 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 9000
Total 9000
% of votes cast 100%0%0%0%
How each member voted (9)
Member Party Vote
Runner — Yea
Kehoe — Yea
Lieu — Yea
Walters — Yea
Alquist — Yea
Pavley — Yea
Price — Yea
Steinberg — Yea
Emmerson — Yea

Official roll call →

Subjects

finance labor technology
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 SB 201 do?
Existing law authorizes and regulates the formation and operation of corporations and nonprofit corporations and specifies the respective purposes for which they may lawfully be formed. Existing law specifies the duties of corporate directors and the rights of shareholders. This bill would enact the Corporate Flexibility Act of 2011 and would authorize and regulate the formation and operation of a new form of corporate entity known as a flexible purpose corporation. The bill would authorize existing corporations and other forms of business entities to merge into or convert into a flexible purpose corporation upon completion of specified requirements, including approval of the transaction by a supermajority 23 vote of shareholders, or a greater vote if required in the articles, as specified. The bill would also authorize a flexible purpose corporation to convert into a nonprofit corporation, a corporation, or a domestic other business entity, upon satisfaction of equivalent conditions. The bill would also provide dissenters' rights of appraisal for shareholders voting against certain transactions, as specified. The bill would specify the required and permitted contents of articles of incorporation that a flexible purpose corporation would be required to file with the Secretary of State, including the special purposes, in addition to any other lawful purpose, that the corporation shall engage in, which may include, but are not limited to, charitable and public purpose activities that could be carried out by a nonprofit public benefit corporation. The bill would also require management and directors to specify objectives for measuring the impact of the flexible purpose corporation's efforts relating to its special purpose, and to include an analysis of those efforts in annual reports, together with specified financial statements, to shareholders and would require specified information to be made publicly available, as specified. The bill would also specify that a flexible purpose corporation is subject to many existing provisions of the Corporations Code. The bill would also make conforming changes. This bill would incorporate additional changes to Section 1113 of the Corporations Code proposed by AB 1211, to be operative only if AB 1211 and this bill are both chaptered and become effective on or before January 1, 2012, and this bill is chaptered last.
Who sponsors SB 201?
SB 201 is sponsored by DeSaulnier and Wolk.
What is the current status of SB 201?
This bill has been enacted into law. Introduced February 08, 2011. Enacted.
Where can I track SB 201?
Track SB 201 free on One Click Politics — get push/email alerts when it moves.

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