ARTICLE
18 April 2022

Mark Your Ballot With Care Because There May Be No Taking It Back

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Allen Matkins Leck Gamble Mallory & Natsis LLP

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Allen Matkins, founded in 1977, is a California-based law firm with more than 200 attorneys in four major metropolitan areas of California: Los Angeles, Orange County, San Diego, and San Francisco. The firm's areas of focus include real estate, construction, land use, environmental and natural resources, corporate and securities, real estate and commercial finance, bankruptcy, restructurings and creditors' rights, joint ventures, and tax; labor and employment, and trials, litigation, risk management, and alternative dispute resolution in all of these areas. For more information about Allen Matkins please visit www.allenmatkins.com.
Section 603 of the California Corporations Code provides generally for shareholder action by written consent, unless otherwise prohibited in the articles of incorporation.
United States California Corporate/Commercial Law

Section 603 of the California Corporations Code provides generally for shareholder action by written consent, unless otherwise prohibited in the articles of incorporation.  Subdivision (c) of that statute provides that a consent may be revoked personally or by proxy by a writing received by the corporation before written consents constituting sufficient to take action have been filed with the corporation's secretary, but not thereafter.  

The Nonprofit Corporation Law marches to the beat of a different drummer.  Sections 5513, 7513 and 9413 each allows members to take action without a meeting by written ballot (unless prohibited by the articles or  bylaws).  Subdivision (d) of each of these statutes provides that a written ballot may not be revoked.  Section 5513, 7513 and 9413 apply to public benefit corporations, mutual benefit corporations, and religious corporations, respectively.  In the case of public benefit and mutual benefit corporations the statutes include the proviso "unless otherwise provided in the articles or bylaws".  This proviso does not appear in the analogous provision of the Religious Corporation Law.  As a result, the default rule under all three statutes is that ballots may not be revoked, but that default rule can be altered by the articles or bylaws of a public benefit or mutual benefit corporation.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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