California 2021-2022 Regular Session Status: Enacted 1 R cosponsors

AB 663 — Corporations: electronic transmissions: bylaws: emergency powers.

Last action — Chaptered by Secretary of State - Chapter 523, Statutes of 2021.

Track this bill free

No card. One bill, free forever — alerts when it moves.

  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 12, 2021. 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.

  • 1 sponsor

    1 primary, 0 co-sponsors signed on.

  • Single-party support

    Sponsorship is currently within one party (1 R).

  • 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

Existing law authorizes and regulates the formation and operation of a corporation, nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation. Existing law authorizes these types of corporations, in anticipation of or during an emergency, to take specified actions necessary to conduct the corporation's ordinary business operations and affairs, unless emergency bylaws provide otherwise. Existing law, however, prohibits the boards of these corporations, in anticipation of or during an emergency, from taking any action that requires the vote of the shareholders or members or that is not in the corporation's ordinary course of business. This bill would recast those provisions to authorize the board, in anticipation of or during an emergency, to take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders, but would prohibit action that requires the vote of the shareholders or members, unless the required shareholder or member approval was obtained prior to the emergency, and would make conforming changes regarding corporate bylaws. Existing law defines "emergency," for these purposes, to mean any of specified events or circumstances, as a result of which, and only so long as, a quorum of the corporation's board of directors cannot be readily convened for action. Under existing law, "emergency" includes an attack on this state or nation by an enemy of the United States of America, as specified. Existing law also defines "emergency" to include a natural catastrophe, including, among others, a drought, fire, or explosion. This bill would revise the above provision to specifically refer to an attack on or within this state or on the public security of its residents by an enemy of this state or on the nation by an enemy of the United States. The bill would specify that "emergency" includes an epidemic, pandemic, or disease outbreak. The bill would remove references to the corporation's "ordinary" business operations and affairs to instead refer to the corporation's business operations and affairs. Existing law, with respect to the above-described corporations, authorizes meetings of shareholders or members to be held at any place as stated or fixed in the bylaws, as specified. Existing law provides that unless prohibited by the bylaws of the corporation, if authorized by the board of directors, and subject to certain consent requirements and procedures, shareholders or members not physically present may, by electronic transmission or electronic video screen communication, participate in a meeting of the shareholders or members, be deemed present, and vote, as specified. This bill would authorize shareholders or members, if specified conditions are met, to also participate, be deemed present, and vote in shareholder or member meetings by conference telephone or other remote communications, in accordance with certain procedures. Existing law generally requires notice of a shareholders' or members' meeting or any report, with respect to the above-described corporations, to be given personally, by electronic transmission by the corporation, by mail, or, in various other circumstances, by other specified means. Existing law authorizes certain corporations to provide for delegates in its bylaws and requires those bylaws to set forth information relating to delegates if delegates are provided for. Under existing law, delegates may only act personally at a meeting or by written ballot. This bill would remove the provision specifying that delegates may only act personally at a meeting or by written ballot and instead authorizes the bylaws to set forth the manner in which delegates may participate in meetings of delegates, as provided. The bill would also state that each delegate has one vote on each matter presented for action. This bill, notwithstanding the foregoing provision, would authorize notice of a shareholders' or members' meeting or any report to be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined. The bill would make related, conforming changes to these provisions. This bill would incorporate additional changes to Section 7511 of the Corporations Code proposed by SB 432 to be operative only if this bill and SB 432 are enacted and this bill is enacted last.

Bill Text

Action History

  1. Chaptered by Secretary of State - Chapter 523, Statutes of 2021.

  2. Approved by the Governor.

  3. Enrolled and presented to the Governor at 3 p.m.

  4. Senate amendments concurred in. To Engrossing and Enrolling. (Ayes 79. Noes 0. Page 3067.).

  5. Assembly Rule 63 suspended. (Page 3063.)

  6. In Assembly. Concurrence in Senate amendments pending.

  7. Read third time. Passed. Ordered to the Assembly. (Ayes 35. Noes 2. Page 2569.).

  8. Read second time. Ordered to third reading.

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

  10. Ordered to third reading.

  11. Action rescinded whereby the bill was read third time, passed, and to Assembly.

  12. In Senate. Held at Desk.

  13. Ordered to the Senate.

  14. In Assembly. Concurrence in Senate amendments pending. May be considered on or after September 2 pursuant to Assembly Rule 77.

  15. Read third time. Passed. Ordered to the Assembly. (Ayes 39. Noes 0. Page 2237.).

  16. Read second time. Ordered to Consent Calendar.

  17. From committee: Be ordered to second reading file pursuant to Senate Rule 28.8 and ordered to Consent Calendar.

  18. Read second time and amended. Re-referred to Com. on APPR.

  19. From committee: Amend, and do pass as amended and re-refer to Com. on APPR with recommendation: To Consent Calendar. (Ayes 11. Noes 0. Page 1716.) (June 29).

  20. In committee: Set, first hearing. Hearing canceled at the request of author.

  21. Read second time and amended. Re-referred to Com. on JUD.

  22. From committee: Amend, and do pass as amended and re-refer to Com. on JUD. with recommendation: To Consent Calendar. (Ayes 9. Noes 0.) (June 9).

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

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

  25. Read third time. Passed. Ordered to the Senate. (Ayes 77. Noes 0. Page 1336.)

  26. Read second time. Ordered to Consent Calendar.

  27. From committee: Do pass. To Consent Calendar. (Ayes 16. Noes 0.) (April 28).

  28. From committee: Do pass and re-refer to Com. on APPR. with recommendation: To Consent Calendar. (Ayes 12. Noes 0.) (April 15). Re-referred to Com. on APPR.

  29. Re-referred to Com. on B. & F.

  30. From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended.

  31. Introduced measure version corrected.

  32. Referred to Com. on B. & F.

  33. From printer. May be heard in committee March 15.

  34. Read first time. To print.

Sponsors

Sponsorship breakdown

Export CSV (upgrade) →

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

Sponsors (1)

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

Passed 79 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 43001
Democratic 27000
Republican 9000
Total 79001
% of votes cast 99%0%0%1%
How each member voted (80)
Member Party Vote
Bigelow — Yea
Chiu — Yea
Rendon — Yea
Villapudua — Yea
Salas — Yea
Quirk — Yea
Low — Yea
Bloom — Yea
Mullin — Yea
Holden — Yea
Jones-Sawyer — Yea
Wood — Yea
Smith — Yea
Cunningham — Yea
Cooper — Yea
Voepel — Yea
Maienschein — Yea
Rodriguez — Yea
Kiley — Yea
Nazarian — Yea
Ting — Yea
O'Donnell — Yea
Waldron — Yea
Medina — Yea
McCarty — Yea
Friedman — Yea
Levine — Yea
Daly — Yea
Gray — Yea
Burke — Yea
Mathis — Yea
Santiago — Yea
Mayes — Yea
Frazier — Yea
Chau — Yea
Cooley — Not Voting
Cristina Garcia — Yea
Eduardo Garcia — Yea
Jim Patterson — Yea
Lorena Gonzalez — Yea
Luz Rivas — Yea
Mark Stone — Yea
Vince Fong — Yea
Wendy Carrillo — Yea
Aguiar-Curry, Cecilia M. Democratic Yea
Arambula, Joaquin Democratic Yea
Bauer-Kahan, Rebecca Democratic Yea
Bennett, Steve Democratic Yea
Berman, Marc Democratic Yea
Boerner, Tasha Democratic Yea
Bonta, Mia Democratic Yea
Bryan, Isaac G. Democratic Yea
Calderon, Lisa Democratic Yea
Cervantes, Sabrina Democratic Yea
Gabriel, Jesse Democratic Yea
Gipson, Mike A. Democratic Yea
Grayson, Timothy S. Democratic Yea
Irwin, Jacqui Democratic Yea
Kalra, Ash Democratic Yea
Lee, Alex Democratic Yea
Muratsuchi, Al Democratic Yea
Nguyen, Stephanie Democratic Yea
Petrie-Norris, Cottie Democratic Yea
Quirk-Silva, Sharon Democratic Yea
Ramos, James C. Democratic Yea
Reyes, Eloise Gómez Democratic Yea
Rivas, Robert Democratic Yea
Rubio, Blanca E. Democratic Yea
Ward, Christopher M. Democratic Yea
Weber Pierson, M.D., Akilah Democratic Yea
Wicks, Buffy Democratic Yea
Chen, Phillip Republican Yea
Choi, Steven S. Republican Yea
Dahle, Megan Republican Yea
Davies, Laurie Republican Yea
Flora, Heath Republican Yea
Gallagher, James Republican Yea
Lackey, Tom Republican Yea
Seyarto, Kelly Republican Yea
Valladares, Suzette Martinez Republican Yea

Official roll call →

Passed 35 Yea · 2 Nay · 3 Other
Party YeaNayPresentNot Voting
Democratic 12001
Unaffiliated 20201
Republican 3001
Total 35203
% of votes cast 88%5%0%8%
How each member voted (40)
Member Party Vote
Borgeas — Yea
Bradford — Yea
Portantino — Yea
Newman — Yea
Dodd — Yea
Kamlager — Yea
Min — Yea
Hueso — Yea
Roth — Yea
Bates — Yea
Rubio — Yea
Skinner — Yea
Hertzberg — Yea
Nielsen — Yea
Wieckowski — Yea
Gonzalez — Yea
Pan — Yea
Leyva — Yea
Atkins — Yea
Glazer — Yea
Melendez — Nay
Wilk — Nay
Eggman — Not Voting
Allen, Benjamin Democratic Yea
Archuleta, Bob Democratic Yea
Becker, Josh Democratic Yea
Caballero, Anna M. Democratic Yea
Cortese, Dave Democratic Yea
Durazo, Maria Elena Democratic Yea
Hurtado, Melissa Democratic Yea
Laird, John Democratic Yea
Limón, Monique Democratic Yea
McGuire, Mike Democratic Yea
Stern, Henry I. Democratic Not Voting
Umberg, Thomas J. Democratic Yea
Wiener, Scott D. Democratic Yea
Dahle, Megan Republican Not Voting
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea
Ochoa Bogh, Rosilicie Republican Yea

Official roll call →

Consent Calendar AB663

Passed 39 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 23000
Democratic 12001
Republican 4000
Total 39001
% of votes cast 98%0%0%3%
How each member voted (40)
Member Party Vote
Roth — Yea
Eggman — Yea
Wilk — Yea
Atkins — Yea
Kamlager — Yea
Nielsen — Yea
Portantino — Yea
Glazer — Yea
Borgeas — Yea
Dodd — Yea
Pan — Yea
Bradford — Yea
Leyva — Yea
Hertzberg — Yea
Hueso — Yea
Skinner — Yea
Melendez — Yea
Rubio — Yea
Newman — Yea
Bates — Yea
Gonzalez — Yea
Min — Yea
Wieckowski — Yea
Allen, Benjamin Democratic Yea
Archuleta, Bob Democratic Yea
Becker, Josh Democratic Yea
Caballero, Anna M. Democratic Yea
Cortese, Dave Democratic Yea
Durazo, Maria Elena Democratic Yea
Hurtado, Melissa Democratic Yea
Laird, John Democratic Yea
Limón, Monique Democratic Yea
McGuire, Mike Democratic Yea
Stern, Henry I. Democratic Not Voting
Umberg, Thomas J. Democratic Yea
Wiener, Scott D. Democratic Yea
Dahle, Megan Republican Yea
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea
Ochoa Bogh, Rosilicie Republican Yea

Official roll call →

Passed 11 Yea · 0 Nay
Party YeaNayPresentNot Voting
Democratic 6000
Unaffiliated 4000
Republican 1000
Total 11000
% of votes cast 100%0%0%0%
How each member voted (11)
Member Party Vote
Gonzalez — Yea
Hertzberg — Yea
Wieckowski — Yea
Borgeas — Yea
Caballero, Anna M. Democratic Yea
Durazo, Maria Elena Democratic Yea
Laird, John Democratic Yea
Stern, Henry I. Democratic Yea
Umberg, Thomas J. Democratic Yea
Wiener, Scott D. Democratic Yea
Jones, Brian W. Republican Yea

Official roll call →

Passed 9 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 4000
Democratic 3000
Republican 2000
Total 9000
% of votes cast 100%0%0%0%
How each member voted (9)
Member Party Vote
Min — Yea
Bradford — Yea
Portantino — Yea
Hueso — Yea
Caballero, Anna M. Democratic Yea
Durazo, Maria Elena Democratic Yea
Limón, Monique Democratic Yea
Dahle, Megan Republican Yea
Ochoa Bogh, Rosilicie Republican Yea

Official roll call →

Passed 77 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Democratic 27000
Unaffiliated 40001
Republican 10000
Total 77001
% of votes cast 99%0%0%1%
How each member voted (78)
Member Party Vote
Bloom — Yea
Holden — Yea
Jones-Sawyer — Yea
Wood — Yea
Smith — Yea
Cunningham — Yea
Cooper — Yea
Voepel — Yea
Cooley — Yea
Maienschein — Yea
Rodriguez — Yea
Kiley — Yea
Nazarian — Yea
Ting — Yea
O'Donnell — Yea
Waldron — Yea
Medina — Yea
McCarty — Yea
Friedman — Yea
Bigelow — Yea
Chiu — Yea
Rendon — Yea
Villapudua — Yea
Salas — Yea
Quirk — Yea
Low — Yea
Levine — Yea
Daly — Yea
Gray — Yea
Burke — Yea
Mathis — Yea
Santiago — Yea
Mayes — Yea
Frazier — Yea
Chau — Yea
Mullin — Not Voting
Cristina Garcia — Yea
Eduardo Garcia — Yea
Lorena Gonzalez — Yea
Luz Rivas — Yea
Mark Stone — Yea
Aguiar-Curry, Cecilia M. Democratic Yea
Arambula, Joaquin Democratic Yea
Bauer-Kahan, Rebecca Democratic Yea
Bennett, Steve Democratic Yea
Berman, Marc Democratic Yea
Boerner, Tasha Democratic Yea
Calderon, Lisa Democratic Yea
Carrillo, Juan Democratic Yea
Cervantes, Sabrina Democratic Yea
Fong, Mike Democratic Yea
Gabriel, Jesse Democratic Yea
Gipson, Mike A. Democratic Yea
Grayson, Timothy S. Democratic Yea
Irwin, Jacqui Democratic Yea
Kalra, Ash Democratic Yea
Lee, Alex Democratic Yea
Muratsuchi, Al Democratic Yea
Nguyen, Stephanie Democratic Yea
Petrie-Norris, Cottie Democratic Yea
Quirk-Silva, Sharon Democratic Yea
Ramos, James C. Democratic Yea
Reyes, Eloise Gómez Democratic Yea
Rivas, Robert Democratic Yea
Rubio, Blanca E. Democratic Yea
Ward, Christopher M. Democratic Yea
Weber Pierson, M.D., Akilah Democratic Yea
Wicks, Buffy Democratic Yea
Chen, Phillip Republican Yea
Choi, Steven S. Republican Yea
Dahle, Megan Republican Yea
Davies, Laurie Republican Yea
Flora, Heath Republican Yea
Gallagher, James Republican Yea
Lackey, Tom Republican Yea
Patterson, Joe Republican Yea
Seyarto, Kelly Republican Yea
Valladares, Suzette Martinez Republican Yea

Official roll call →

Passed 16 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 8000
Democratic 6000
Republican 2000
Total 16000
% of votes cast 100%0%0%0%
How each member voted (16)
Member Party Vote
Levine — Yea
Bloom — Yea
Quirk — Yea
Nazarian — Yea
Bigelow — Yea
Chau — Yea
Eduardo Garcia — Yea
Lorena Gonzalez — Yea
Calderon, Lisa Democratic Yea
Carrillo, Juan Democratic Yea
Fong, Mike Democratic Yea
Gabriel, Jesse Democratic Yea
Kalra, Ash Democratic Yea
Rivas, Robert Democratic Yea
Dahle, Megan Republican Yea
Davies, Laurie Republican Yea

Official roll call →

Passed 12 Yea · 0 Nay
Party YeaNayPresentNot Voting
Democratic 7000
Unaffiliated 3000
Republican 2000
Total 12000
% of votes cast 100%0%0%0%
How each member voted (12)
Member Party Vote
Burke — Yea
Cristina Garcia — Yea
Mark Stone — Yea
Bauer-Kahan, Rebecca Democratic Yea
Cervantes, Sabrina Democratic Yea
Gabriel, Jesse Democratic Yea
Grayson, Timothy S. Democratic Yea
Nguyen, Stephanie Democratic Yea
Petrie-Norris, Cottie Democratic Yea
Wicks, Buffy Democratic Yea
Chen, Phillip Republican Yea
Choi, Steven S. Republican Yea

Official roll call →

Subjects

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 663 do?
Existing law authorizes and regulates the formation and operation of a corporation, nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation. Existing law authorizes these types of corporations, in anticipation of or during an emergency, to take specified actions necessary to conduct the corporation's ordinary business operations and affairs, unless emergency bylaws provide otherwise. Existing law, however, prohibits the boards of these corporations, in anticipation of or during an emergency, from taking any action that requires the vote of the shareholders or members or that is not in the corporation's ordinary course of business. This bill would recast those provisions to authorize the board, in anticipation of or during an emergency, to take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders, but would prohibit action that requires the vote of the shareholders or members, unless the required shareholder or member approval was obtained prior to the emergency, and would make conforming changes regarding corporate bylaws. Existing law defines "emergency," for these purposes, to mean any of specified events or circumstances, as a result of which, and only so long as, a quorum of the corporation's board of directors cannot be readily convened for action. Under existing law, "emergency" includes an attack on this state or nation by an enemy of the United States of America, as specified. Existing law also defines "emergency" to include a natural catastrophe, including, among others, a drought, fire, or explosion. This bill would revise the above provision to specifically refer to an attack on or within this state or on the public security of its residents by an enemy of this state or on the nation by an enemy of the United States. The bill would specify that "emergency" includes an epidemic, pandemic, or disease outbreak. The bill would remove references to the corporation's "ordinary" business operations and affairs to instead refer to the corporation's business operations and affairs. Existing law, with respect to the above-described corporations, authorizes meetings of shareholders or members to be held at any place as stated or fixed in the bylaws, as specified. Existing law provides that unless prohibited by the bylaws of the corporation, if authorized by the board of directors, and subject to certain consent requirements and procedures, shareholders or members not physically present may, by electronic transmission or electronic video screen communication, participate in a meeting of the shareholders or members, be deemed present, and vote, as specified. This bill would authorize shareholders or members, if specified conditions are met, to also participate, be deemed present, and vote in shareholder or member meetings by conference telephone or other remote communications, in accordance with certain procedures. Existing law generally requires notice of a shareholders' or members' meeting or any report, with respect to the above-described corporations, to be given personally, by electronic transmission by the corporation, by mail, or, in various other circumstances, by other specified means. Existing law authorizes certain corporations to provide for delegates in its bylaws and requires those bylaws to set forth information relating to delegates if delegates are provided for. Under existing law, delegates may only act personally at a meeting or by written ballot. This bill would remove the provision specifying that delegates may only act personally at a meeting or by written ballot and instead authorizes the bylaws to set forth the manner in which delegates may participate in meetings of delegates, as provided. The bill would also state that each delegate has one vote on each matter presented for action. This bill, notwithstanding the foregoing provision, would authorize notice of a shareholders' or members' meeting or any report to be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined. The bill would make related, conforming changes to these provisions. This bill would incorporate additional changes to Section 7511 of the Corporations Code proposed by SB 432 to be operative only if this bill and SB 432 are enacted and this bill is enacted last.
Who sponsors AB 663?
AB 663 is sponsored by Chen, Phillip (Republican).
What is the current status of AB 663?
This bill has been enacted into law. Introduced February 12, 2021. Enacted.
Where can I track AB 663?
Track AB 663 free on One Click Politics — get push/email alerts when it moves.

Make your voice heard on AB 663

Find the representatives who decide this bill and tell them where you stand — for yourself, or mobilize your whole list in one click with One Click Politics advocacy software.

Stay ahead of AB 663

Last checked for changes 3 months ago · updated continuously

One Click Politics tracks every bill in Congress and all 50 states.

Track this bill →