Corporate Board Meeting and Written-Consent Requirements in California

At a glance

Requirements one by one

The board keeps ultimate direction of the corporation

Under § 300(a), management and corporate powers remain under the board's direction, even when day-to-day operations are delegated. Separate shareholder approvals, the articles, and a qualifying close-corporation agreement can change the ordinary allocation, so a procedurally valid board vote is not enough when the underlying transaction statute reserves an approval elsewhere.

The Code names callers and supplies an adjournment rule

Unless the articles or bylaws validly provide otherwise, § 307 lets the board chair, president, any vice president, secretary, or any two directors call a meeting. The notice, bylaws, or a board resolution may designate a place inside or outside California.

A majority of the directors present may adjourn even without quorum. If the adjournment is for more than 24 hours, directors absent when the meeting was adjourned must receive notice before the adjourned meeting.

California also has a real emergency route under Cal. Corp. Code §§ 207(i) and 212(c). Section 207 applies only while a listed catastrophe, attack, terrorist or manmade disaster, or declared emergency prevents a quorum from being readily convened. It permits practicable notice and temporary treatment of officers as directors to reach quorum. Section 212 allows emergency bylaws to set calling, quorum, and substitute- director procedures, but the board still cannot bypass a shareholder vote that was required and not obtained before the emergency.

Special-meeting notice has a default clock

Under § 307, a regular meeting needs no notice when its time and place were fixed by the bylaws or board. The default for a special meeting is four days by mail or 48 hours by personal delivery, telephone or voice messaging, or an electronic transmission by the corporation. The articles or bylaws may vary the default but cannot eliminate special-meeting notice. Neither notice nor a waiver must state the meeting's purpose.

A director waives notice by signing a waiver, consenting to the meeting, or approving the minutes before or after it. Attendance also waives notice unless the director protests before or at the start. Written waivers, consents, and approvals go in the corporate records or minutes.

Remote participation has two technical tests

Section 307 treats telephone or video participation as presence in person when all participating directors can hear one another. Another electronic system must instead let every director communicate concurrently with all others and participate in every matter, including proposing or objecting to a specific action. A sequential email exchange does not satisfy those synchronous meeting conditions merely because everyone eventually replies.

Authorized number, not attendance, sets the quorum baseline

Section 212 requires a fixed board number or a permissible range with an exact number fixed within it. Section 307 then makes a majority of that authorized number the default quorum. The articles or bylaws cannot reduce quorum below one-third of the authorized number or below two directors, whichever is larger, except that a one-director board uses one.

Vacancies do not ordinarily reduce that authorized-number denominator. Cal. Corp. Code § 305(a) supplies a narrow vacancy-filling exception when the serving board is below quorum: the remaining directors may use unanimous written consent, a majority vote at a properly noticed or waived meeting, or a sole-director act, subject to the articles, bylaws, and the special rule for removal vacancies.

If directors withdraw after quorum was initially present, the meeting may continue, but each act must still receive at least a majority of the quorum that the meeting required.

Approval cannot be set below a majority present

Section 307 makes a majority of directors present at a duly held meeting with quorum the ordinary board act. Cal. Corp. Code §§ 204(a)(5) and 212 allow the articles to demand a larger director vote and bylaws to require an affirmative vote of a majority of the authorized number. Neither may set the ordinary threshold below a majority of the directors present.

The General Corporation Law provisions reviewed do not create a general rule presuming that every director present assented. Minutes should therefore record who voted for, against, or abstained, and an abstention should not be counted as an affirmative vote. Under § 310(a), the conflict safe harbor ordinarily requires a sufficient vote without the interested director; § 310(c) separately allows an interested or common director to count toward quorum.

Written board action is generally unanimous

Section 307 requires all board members to consent in writing and also requires the directors then serving to constitute a quorum. The consent or counterparts must be filed with the board minutes. The section does not supply a future- effective time, revocation procedure, collection period, delivery address, or later notice to a nonconsenting director.

There is a narrow conflict exception. A disclosed interested or common director who abstains in writing can count within “all members” when the required disclosures are made before the other directors sign, the disclosures are conspicuous in their consents, and their votes suffice without counting the conflicted director. That is not a general nonunanimous-consent route.

A committee starts with two directors and a board-majority resolution

Section 311 requires a majority of the authorized board number to create a committee and appoint members or alternates. Each committee has at least two directors. Its power comes from the board resolution or bylaws, and § 307's meeting, quorum, vote, remote-participation, waiver, and written-consent rules apply to committees with the necessary substitutions.

A committee cannot approve an act also requiring shareholder approval, fill board or committee vacancies, set director compensation, amend bylaws or a protected board resolution, appoint other committees, or freely determine a distribution. The distribution exception only covers a rate, periodic amount, or price range already set in the articles or by the board.

Minutes and ratification have different jobs

Section 1500 requires minutes of board and committee proceedings and allows written records or another form convertible into clearly legible tangible form. Section 307 adds more specific filing duties for meeting waivers and written consents.

Section 119 can ratify an otherwise lawful corporate action that failed to comply with the statute, articles, bylaws, or an applicable plan or agreement, or a superior court may validate it. The process ordinarily uses board and any otherwise applicable shareholder approval at the original or higher standard, with resolutions identifying the action and defect. It cannot cure listed director-duty, interested-transaction, director-loan, or distribution violations, and it does not replace litigation advice in a contested case.

What trips people up

The first trap is confusing the authorized board number with the number of seats currently filled. Ordinary quorum uses the authorized number. Section 305's below-quorum vacancy rule is a limited way to refill seats, not a new denominator for routine business.

The second is using the 48-hour special-meeting rule without checking the delivery method. Mail uses a four-day default; the shorter default is for personal, telephone or voice-message, or qualifying electronic delivery.

Finally, California's withdrawal rule is not permission for one remaining director to act after everyone else leaves. The vote still needs at least a majority of the quorum that was required for that meeting.

Common questions

May one director call a special meeting?

Only if that director is the chair, president, a vice president, or secretary, or the articles or bylaws grant that authority. Otherwise the statutory route requires two directors.

Does a director who joins by video count toward quorum?

Yes, when all participating directors can hear one another. A different electronic system must satisfy the concurrent-communication and full- participation conditions in § 307.

Can the board approve an action by majority email consent?

Not under the ordinary § 307 written-consent route. It generally requires every serving director's written consent, subject only to the section's narrow disclosed-conflict abstention treatment.

Can later ratification repair any missed approval step?

No. Section 119 covers otherwise lawful corporate action and contains express exclusions. It also requires its own approvals, records, notice, possible filings, and sometimes court proceedings.

Statutes and sources

• Cal. Corp. Code § 300 — board management and ultimate direction. Official Legislative Counsel bulk code, accessed August 15, 2026: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=300.
• Cal. Corp. Code §§ 204 and 212 — higher votes, board size, bylaws, and emergency bylaws. Official Legislative Counsel bulk code, accessed August 15, 2026: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=204.
• Cal. Corp. Code § 207 — emergency notice, substitute directors, powers, and definition. Official Legislative Counsel bulk code, accessed August 15, 2026: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=207.
• Cal. Corp. Code § 305 — vacancies and below-quorum vacancy filling. Official Legislative Counsel bulk code, accessed August 15, 2026: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=305.
• Cal. Corp. Code § 307 — callers, notice, waiver, adjournment, place, remote participation, quorum, vote, written consent, and committee procedure. Official Legislative Counsel bulk code, accessed August 15, 2026: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=307.
• Cal. Corp. Code § 310 — interested-director boundary. Official Legislative Counsel bulk code, accessed August 15, 2026: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=310.
• Cal. Corp. Code § 311 — committees, alternates, and nondelegable matters. Official Legislative Counsel bulk code, accessed August 15, 2026: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=311.
• Cal. Corp. Code §§ 119 and 1500 — defective-action ratification or validation and corporate minutes. Official Legislative Counsel bulk code, accessed August 15, 2026: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=119.