California § 312. 312. (Amended by Stats. 2022, Ch. 617, Sec. 10.)

California Statutes

§ 312. — 312. (Amended by Stats. 2022, Ch. 617, Sec. 10.)

California § 312.

JurisdictionCalifornia

Code CORPCorporations Code - CORP

Div.1.

Title 1.DIVISION 1. GENERAL CORPORATION LAW

Ch. 3.CHAPTER 3. Directors and Management

This text of California § 312. (312. (Amended by Stats. 2022, Ch. 617, Sec. 10.)) is published on Counsel Stack Legal Research, covering California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Cal. Corporations Code - CORP Code § 312. (2026).

Text

(a)A corporation shall have (1) a chairperson of the board, who may be given the title of chair of the board, chairperson of the board, chairperson, or a president or both, (2) a secretary, (3) a chief financial officer, and (4) such other officers with such titles and duties as shall be stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments and share certificates. The president, or if there is no president the chairperson of the board, is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles or bylaws. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise.

(b)Except as otherwise provided by the articles or bylaws, officers shall be chos

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(a)
A corporation shall have (1) a chairperson of the board, who may be given the title of chair of the board, chairperson of the board, chairperson, or a president or both, (2) a secretary, (3) a chief financial officer, and (4) such other officers with such titles and duties as shall be stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments and share certificates. The president, or if there is no president the chairperson of the board, is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles or bylaws. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise.
(b)
Except as otherwise provided by the articles or bylaws, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.