§ 12374 Director Quorum For Contracts

This law lets the board count any director who is interested or common when figuring out if there are enough people (a quorum) to approve a contract or transaction.

Key Takeaways

•Interested or common directors can be included in the quorum count.
•This rule applies when the board is authorizing, approving, or ratifying a contract or transaction.
•It is based on Section 12374 of the statutes.

Example

A company's board is voting on a new partnership deal. Some directors have a personal interest in the deal, but the board still wants to know if enough directors are present to make the decision valid.

Because the law allows interested or common directors to be counted toward the quorum, the board can include those directors when checking if the meeting has enough members to approve the partnership.

Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which authorizes, approves or ratifies a contract or transaction as provided in Section 12373. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

This law lets the board count any director who is interested or common when figuring out if there are enough people (a quorum) to approve a contract or transaction.

Key Takeaways

•Interested or common directors can be included in the quorum count.
•This rule applies when the board is authorizing, approving, or ratifying a contract or transaction.
•It is based on Section 12374 of the statutes.

Key Takeaways

Example

Key Terms

References

§ 12374 Director Quorum For Contracts

Key Takeaways

Example

Key Terms

References

Key Takeaways

Example

Key Terms

Related Statutes

References

Key Takeaways

Example

Key Terms

Related Statutes

References