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Unlike your California Articles of Incorporation, California corporate bylaws are not filed with the Secretary of State. However, they are legally recognized and no less important than any public document.
Corporations are required to have not less than three directors unless (1) shares have not been issued, then the number can be one or two, (2) the corporation has one shareholder, then the number can be one or two, or (3) the corporation has two shareholders, then the number can be two. California Corporation Requirements - Wolters Kluwer wolterskluwer.com ? bizfilings ? state-guides wolterskluwer.com ? bizfilings ? state-guides
To form a corporation in California, Articles of Incorporation must be filed with the California Secretary of State's office. Forms for the most common types of Articles of Incorporation are available on our Forms, Samples and Fees webpage. You may use the form or prepare your own statutorily compliant document. Starting a Business ? Entity Types - California Secretary of State ca.gov ? business-entities ? types ca.gov ? business-entities ? types
California Corporations Code Section 307(a)(8) provides that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, subject to the provisions of Section 310 or Section 317(e), unless otherwise provided in the articles or ( ... Analyses of Section 307 - Meetings of board, Cal. Corp. Code § 307 casetext.com ? title-1-corporations ? analysis casetext.com ? title-1-corporations ? analysis
Bylaws are required when the articles of incorporation do not specify the number of directors in a corporation. Any corporation whose articles of incorporation do not specify the number of directors must adopt bylaws before the first meeting of the board of directors specifying the number of directors.