California General Corporation Bylaws and Provisions

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“Time is irrelevant; o cursed wickedness! / May I ever be born to remedy it!”*

The term “article” has an interesting etymology. It is derived (via Latin) from the ancient Greek word, ἄρθρον, meaning a bodily joint. Articles, like joints, connect things together.

In company law, we have “articles of incorporation”. California General Corporation Law specifies that articles of association include certain specified provisions (Section 202) and may include other optional provisions (Section 204). Neither statute requires the provisions to be grouped together in separate sections. Nevertheless, it has become common for the various mandatory and optional provisions to be set out in separate numbered articles. Often the numbers are Roman numerals or written as “First”, “Second”, and so on. There is some convenience in numbering provisions in the articles of association as it provides a mechanism for easy reference in future filings. For example, an amendment might read “Article III of the Articles of Incorporation of this company is hereby deleted in its entirety”.

The Secretary of State bizfile online service allows the online filing of articles of association. The online form does not, however, have any article numbering system – the different provisions appear in unnumbered boxes. Therefore, it is no longer possible to refer to a specific article by number. This makes referencing specific articles a bit more difficult. For example, we can refer to the “name” box or the “shares” box.

*Wm. Shakespeare, Hamlet, IV

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 200

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