Code Section Group

Financial Code - FIN

DIVISION 1.1. BANKING [1000 - 1910]

  ( Division 1.1 added by Stats. 2011, Ch. 243, Sec. 3. )

CHAPTER 5. Corporate Requirements [1100 - 1190]

  ( Chapter 5 added by Stats. 2011, Ch. 243, Sec. 3. )

ARTICLE 5. Directors [1170 - 1176]
  ( Article 5 added by Stats. 2011, Ch. 243, Sec. 3. )

1170.
  

Any reference in this article to the time a notice is given or sent shall be construed in accordance with Section 118 of the Corporations Code.

(Added by Stats. 2011, Ch. 243, Sec. 3. Effective January 1, 2012.)

1171.
  

The board of a bank or trust company hereafter organized shall consist of not less than 5 nor more than 25 directors, and no bank or trust company shall amend its articles or bylaws so as to reduce the number of directors below five.

(Added by Stats. 2011, Ch. 243, Sec. 3. Effective January 1, 2012.)

1172.
  

The board of each bank and of each trust company shall hold a meeting not less than once each calendar quarter. Regular meetings of the board shall be held within this state. Any regular or special meeting is valid wherever held if held upon written consent of all members of the board given either before or after the meeting and filed with the secretary of the corporation. Special meetings of the board may be held upon four days’ notice by mail, unless the articles or bylaws provide otherwise, or 24 hours’ notice delivered personally or by telephone or by telegraph, unless the articles or bylaws provide for a shorter period.

(Added by Stats. 2011, Ch. 243, Sec. 3. Effective January 1, 2012.)

1173.
  

The commissioner may, in the name of the people of this state, bring or intervene in an action under Section 709 of the Corporations Code to determine the validity of any election or appointment of any director of a bank to the same extent as a shareholder of such bank might bring such an action.

(Added by Stats. 2011, Ch. 243, Sec. 3. Effective January 1, 2012.)

1174.
  

(a) The commissioner shall be deemed to be a party in interest within the meaning of Section 306 of the Corporations Code with respect to a bank and may, in the name of the people of this state, bring or intervene in an action under Section 306 of the Corporations Code for the appointment of directors of a bank.

(b) The commissioner may, in the name of the people of this state, bring or intervene in an action under Section 308 of the Corporations Code for the appointment of a provisional director or directors of a bank to the same extent as a shareholder who held 50 percent of the voting power of such bank might bring such an action.

(Added by Stats. 2011, Ch. 243, Sec. 3. Effective January 1, 2012.)

1175.
  

(a) For purposes of Section 316 of the Corporations Code, to the extent that the making by a bank or by any majority-owned subsidiary of a bank of a distribution to any shareholder of the bank is contrary to any provision of Article 3 (commencing with Section 1130), the making of the distribution shall, to that extent, be deemed to be contrary to the provisions of Section 500 of the Corporations Code.

(b) The commissioner may, in the name of the people of this state, bring or intervene in an action under Section 316 of the Corporations Code for the benefit of a bank against any or all of the directors of the bank or of any majority-owned subsidiary of the bank on account of the making of a distribution to any shareholder of the bank contrary to any provision of Article 3 (commencing with Section 1130) or any provision of Sections 501, 502, and 503 of the Corporations Code, to the same extent as a creditor of the bank who did not consent to the illegal distribution and who had a valid claim against the bank that arose prior to the time of the illegal distribution and exceeded the amount of the illegal distribution, may bring the action in the name of the bank.

(c) As an alternative to the action provided for in subdivision (b), the commissioner may levy a civil penalty against the bank pursuant to Section 329.

(Added by Stats. 2011, Ch. 243, Sec. 3. Effective January 1, 2012.)

1176.
  

(a) For purposes of Section 316 of the Corporations Code, the making of a loan or guarantee by a bank or any other extending of credit by a bank contrary to any provision of this division shall be deemed to be contrary to Section 315 of the Corporations Code.

(b) The commissioner may, in the name of the people of this state, bring or intervene in an action under Section 316 of the Corporations Code for the benefit of a bank against any or all of the directors of the bank on account of the making of a loan or guarantee or any other extending of credit contrary to any provision of this division, to the same extent as a creditor of the bank who did not consent to the illegal making of the loan or guarantee or the other illegal extending of credit and who had a valid claim against the bank which arose prior to the time of the illegal making of the loan or guarantee or the other illegal extending of credit and which exceeded the amount of loss suffered by the bank as a result of the illegal making of the loan or guarantee or the other illegal extending of credit, might bring the action in the name of the bank.

(c) As an alternative to the action provided for in subdivision (b), the commissioner may levy a civil penalty against the bank pursuant to Section 329.

(Added by Stats. 2011, Ch. 243, Sec. 3. Effective January 1, 2012.)

FINFinancial Code - FIN5.