California Corporations Code

§ 5225

CORP § 5225 Effective Jan 1, 1996Div. 2 · Title 1 · Part 2 · Ch. 2 · Art. 2

Statute text

(a)If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its activities can no longer be conducted to advantage or so that there is danger that its property, activities, or business will be impaired or lost, the superior court of the proper county may, notwithstanding any provisions of the articles or bylaws and whether or not an action is pending for an involuntary winding up or dissolution of the corporation, appoint a provisional director pursuant to this section. Action for such appointment may be brought by any director or by members holding not less than 3313 percent of the voting power.

(b)If the members of a corporation are deadlocked so that they cannot elect the directors to be elected at the time prescribed therefor, the superior court of the proper county may, notwithstanding any provisions of the articles or bylaws, upon petition of members holding 50 percent of the voting power, appoint a provisional director or directors pursuant to this section or order such other equitable relief as the court deems appropriate.

(c)Any person bringing an action under subdivision (a) or (b) shall give notice to the Attorney General, who may intervene.

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Legislative history

Amended by Stats. 1995, Ch. 154, Sec. 12. Effective January 1, 1996.