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After a corporation other than a nonstock corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote. In the case of a nonstock corporation, the power to adopt, amend or repeal bylaws shall be in its members entitled to vote.
Corporate bylaws are generally enforceable as a contract between the members of the corporation.
The California Corporations Code does not explicitly state that corporations must have corporate bylaws. However, the necessity of bylaws is implied in several places, including CA Corp Code § 213, which requires corporations to keep a copy of their bylaws on file at their principal executive office.
Corporate bylaws are required in a majority of U.S. states, Delaware included.
The essential requirements of a California Corporation include the following: Filing Articles of Incorporation. Paying a state filing fee of $100. Assigning a statutory agent having a street address in the state of California. Paying an $800 minimum annual franchise tax.
(b) An action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action and if the number of members of the board serving at the time constitutes a quorum.
OFFICERS: The three required positions are President, Secretary and Treasurer.