§ 708.5

345 words·~2 min read·/ca/corporations-code/708-5

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)For purposes of this section,the following definitions shall apply:

(1)“Uncontested election” means an election of directors in which, at the expiration of the time fixed under the articles of incorporation or bylaws requiring advance notification of director candidates or, absent such a provision in the articles of incorporation or bylaws, at a time fixed by the board of directors that is not more than 14 days before notice is given of the meeting at which the election is to occur, the number of candidates for election does not exceed the number of directors to be elected by the shareholders at that election.

(2)“Listed corporation” means a domestic corporation that qualifies as a listed corporation under subdivision

(d)of Section 301.5.

(b)Notwithstanding paragraph

(5)of subdivision

(a)of Section 204, a listed corporation that has eliminated cumulative voting pursuant to subdivision

(a)of Section 301.5 may amend its articles of incorporation or bylaws to provide that, in an uncontested election, approval of the shareholders, as specified in Section 153, shall be required to elect a director.

(c)Notwithstanding subdivision

(b)of Section 301, if an incumbent director fails to be elected by approval of the shareholders (Section 153) in an uncontested election of a listed corporation that has amended its articles of incorporation or bylaws pursuant to subdivision (b), then, unless the incumbent director has earlier resigned, the term of the incumbent director shall end on the date that is the earlier of 90 days after the date on which the voting results are determined pursuant to Section 707 or the date on which the board of directors selects a person to fill the office held by that director pursuant to subdivision (d).

(d)Any vacancy on the board of directors resulting from any failure of a candidate to be elected by approval of the shareholders (Section 153) in an uncontested election of a listed corporation that has amended its articles of incorporation or bylaws pursuant to subdivision

(b)shall be filled in accordance with the procedures set forth in Section 305.