Can a California board meet by telephone?

Yes, under § 308. All directors must be able to hear each other simultaneously. Section 308 is the foundation of modern California board practice; in-person meetings are now uncommon for routine decisions.

Does California require a specific format for written consents?

No specific format. A written instrument signed by every director that clearly states the resolution and is dated suffices. Most Cal. Corp. Code consents follow the standard 'WRITTEN CONSENT OF THE DIRECTORS' header with numbered resolutions.

Are California Cal. Corp. Code resolutions valid for corporations doing business in multiple states?

The resolutions remain governed by the law of the corporation's state of incorporation. A California corporation's resolutions are governed by California law, regardless of where business is done. Resolutions for foreign-qualified business may need to be supplemented by qualifications under the host state's law.

United States · California

Directors' resolutions under California law (Cal. Corp. Code § 307)

How a California corporation's board passes resolutions, by meeting or by unanimous written consent under § 307(b), with conflict-of-interest rules under § 310.

Governing statute

California Corporations Code, Cal. Corp. Code § 100 et seq.

§ 307(b)	Written consent of directors (unanimous)
§ 308	Telephone conference participation in board meetings
§ 310	Conflict-of-interest transactions

At a glance

Cal. Corp. Code § 307(b) permits unanimous written consent of directors
Every director must sign for the consent to be effective
Section 308 permits telephone conference participation in board meetings
Conflict-of-interest rules under § 310 require disclosure; safe harbors permit interested-director transactions
California requires specific notice procedures for board meetings (§ 307(a))

Cal. Corp. Code § 307(b) written consent

California permits unanimous written consent of directors in lieu of a meeting. Every director must sign. The mechanism mirrors Delaware § 141(f) closely. California-incorporated startups operate predominantly by written consent for routine board decisions.

Notice requirements for board meetings (§ 307(a))

California is more prescriptive than Delaware on board-meeting notice. Section 307(a) requires written notice of regular meetings not fewer than 4 days before the meeting (or 24 hours for special meetings), specifying the date, time, place, and (for special meetings) the general nature of the business. Notice can be waived by attendance or written waiver.

Conflict-of-interest transactions under § 310

Section 310 permits transactions in which a director has a material financial interest, provided the interest is disclosed and one of these conditions is met: (a) majority approval by disinterested directors, (b) shareholder ratification, or (c) the transaction is just and reasonable to the corporation. Best practice mirrors Delaware: disclose, abstain, and require independent director approval.

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