Running a corporation in California requires more than just good business judgment—it also requires strict compliance with the California Corporations Code and your company’s bylaws. One area where compliance is often overlooked is the process of calling and holding corporate meetings. Whether you’re convening a shareholders’ meeting or a board of directors’ meeting, the law sets clear rules on who can call the meeting, how notice must be given, and what can be decided.

At Coepio Legal, we help founders, executives, and boards stay compliant while keeping meetings efficient and purposeful. Here’s an overview of the process.

Types of Corporate Meetings in California

California corporations generally hold two main categories of meetings:

• Shareholders’ Meetings – These meetings allow shareholders to elect directors, approve major transactions, or vote on amendments to the articles or bylaws.
• Board of Directors’ Meetings – These are convened to oversee the corporation’s management, approve strategic initiatives, authorize transactions, and carry out fiduciary duties.

Each type of meeting follows different procedures and notice requirements.

Who Can Call a Meeting?

• Shareholders’ Meetings:
  • The board of directors typically calls annual and special shareholder meetings.
  • Shareholders holding at least 10% of the voting power may demand a special meeting under California law, unless the bylaws set a lower threshold.
• Board Meetings:
  • The chairperson of the board, the president, or a majority of directors can call a board meeting.
  • Some bylaws allow any single director to call a meeting, so it’s always important to review your corporation’s governing documents.

Notice Requirements

Notice rules depend on whether it’s a shareholders’ meeting or a board meeting:

• Shareholders’ Meetings:
  • Written notice must be sent 10–60 days before the meeting.
  • Notice must state the date, time, place, and, for special meetings, the specific business to be transacted.
  • Notice can be delivered personally, by mail, or electronically if the shareholder has consented.
• Board Meetings:
  • Notice must generally be given at least 4 days before the meeting if mailed or 48 hours if delivered personally, by phone, or electronically.
  • The notice must include the time, place, and method of the meeting (in-person, telephonic, or virtual).

Virtual and Hybrid Meetings

California law allows corporations to hold virtual shareholder meetings, provided:

• The board authorizes electronic participation, and
• Shareholders can participate meaningfully, vote securely, and maintain the ability to ask questions.

Board meetings may also be conducted via conference call or video conference, so long as all directors can hear one another simultaneously.

Quorum and Voting

• Shareholders’ Meetings: Unless bylaws provide otherwise, a majority of the shares entitled to vote constitutes a quorum.
• Board Meetings: A majority of the directors then in office (not vacancies) constitutes a quorum, unless the bylaws or articles set a higher number.

Decisions generally require approval by a majority of those present, though certain corporate actions (such as amending articles or approving mergers) may require a higher threshold.

Key Takeaways

1. Always check your bylaws and articles of incorporation first—they may supplement or modify statutory requirements.
2. Ensure that notice requirements are met to avoid disputes over the validity of corporate actions.
3. Keep minutes of meetings documenting decisions, as these serve as the official corporate record.
4. Consider whether your corporation would benefit from virtual or hybrid formats to encourage participation.

How Coepio Legal Can Help

Calling and running corporate meetings properly is not just a formality—it’s a safeguard for corporate governance, shareholder rights, and director protection. At Coepio Legal, we advise California corporations on structuring their bylaws, drafting compliant notices, and ensuring that corporate actions are properly authorized.

If you have questions about calling a meeting or need help drafting notices, resolutions, or minutes, contact us today.