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HomeCorporations CodeCh. 5Art. 2§ 7521 Director Nomination Rules

§ 7521 Director Nomination Rules

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 7521 Director Nomination Rules

Key Takeaways

  • •Big companies (with 500+ members) can let people become directors in two ways: by following the company's rules or by getting enough signatures from members.
  • •If you want to be a director and the company doesn't have rules for it, the board decides how you can be nominated.
  • •You can also be nominated if enough members sign a petition for you. The number of signatures needed depends on how many votes the company has.
  • •For small companies (under 5,000 votes), you need signatures from 2% of the voting members. For bigger companies (5,000+ votes), you need signatures from at least 0.05% of the voting members.

Example

A big company with 10,000 members wants to add a new director. John wants to be nominated but isn't chosen by the board.

John can still try to become a director by getting signatures from members. Since the company has more than 5,000 votes, John needs signatures from at least 0.05% of the members. That means he needs 500 signatures (0.05% of 10,000) to be nominated.

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

Official Source
View on CA.gov

§ 7521 Director Nomination Rules

A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 7152 or 7153, and except as provided in Section 7522, any person who is qualified to be elected to the board of directors of the corporation may be nominated: (a) By any method authorized by the bylaws, or if no method is set forth in the bylaws by any method authorized by the board. (b) By petition delivered to an officer of the corporation, signed within 11 months preceding the next time directors will be elected, by members representing the following number of votes: Number of Votes Eligible to be Cast for Director Disregarding any Provision for Cumulative Voting Number of Votes Under 5,000 ........................ 2 percent of voting power 5,000 or more ........................ one-twentieth of 1 percent of voting power but not less than

Last verified: January 23, 2026

Key Terms

corporationboard of directorsnominationbylawspetitionvoting power

Related Statutes

  • § 5521 Director Nomination Rules
  • § 100 Member Director Nomination Rules
  • § 5522 Corporate Director Election Rules
  • § 12473 Corporate Director Nomination Fairness
  • § 12475 Nominee Material Publication Rules

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 7521.
View Official Source