§ 12355 Corporate Records Certification Evidence

Corporations Code·California

AI SummaryVerified

If a meeting's notes or rules are written down and signed by the secretary (or assistant secretary), that paper counts as proof that the meeting happened and the decisions were made.

Key Takeaways

•A clear, written copy of bylaws, minutes, or resolutions is treated as proof.
•The proof works if the paper is certified by the secretary or assistant secretary.
•The certification means the person says the copy is a true copy of what was adopted.

Example

A nonprofit holds a board meeting to change its membership rules. The secretary writes down the new rules, signs the paper, and files it.

Later, if someone asks whether the rule change was real, the signed paper is enough to show the board really adopted the change and the meeting was held.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source

View on CA.gov

§ 12355 Corporate Records Certification Evidence

The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or of the minutes of any incorporators’, members’, directors’, committee or other meeting or of any resolution adopted by the board or a committee thereof, or members, certified to be a true copy by a person purporting to be the secretary or an assistant secretary of the corporation, is prima facie evidence of the adoption of such bylaws or resolution or of the due holding of such meeting and of the matters stated therein. (Amended by Stats. 2004, Ch. 254, Sec. 37. Effective January 1, 2005.)

Last verified: January 10, 2026

Key Terms

prima facie evidence certified to be a true copy secretary or an assistant secretary bylaws minutes resolution

References

Official text at leginfo.legislature.ca.gov
California Legislature. Corporations Code. Section 12355.

§ 12355 Corporate Records Certification Evidence

Corporations Code·California

AI SummaryVerified

§ 12355 Corporate Records Certification Evidence

If a meeting's notes or rules are written down and signed by the secretary (or assistant secretary), that paper counts as proof that the meeting happened and the decisions were made.

Key Takeaways

•A clear, written copy of bylaws, minutes, or resolutions is treated as proof.
•The proof works if the paper is certified by the secretary or assistant secretary.
•The certification means the person says the copy is a true copy of what was adopted.

Example

A nonprofit holds a board meeting to change its membership rules. The secretary writes down the new rules, signs the paper, and files it.

Later, if someone asks whether the rule change was real, the signed paper is enough to show the board really adopted the change and the meeting was held.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source

View on CA.gov

§ 12355 Corporate Records Certification Evidence

Last verified: January 10, 2026

Key Terms

prima facie evidence certified to be a true copy secretary or an assistant secretary bylaws minutes resolution

References

Official text at leginfo.legislature.ca.gov
California Legislature. Corporations Code. Section 12355.

Key Takeaways

Example

Key Terms

Related Statutes

References

Key Takeaways

Example

Key Terms

Related Statutes

References