A Preference For Minority Rule?

Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section 152) for any corporate action, even though not otherwise required by the General Corporation Law. In 1983, the Business Law Section of the California State Bar sponsored legislation that permits the articles to include a provision requiring a minority vote (i.e., a vote of a specified percentage or proportion of the outstanding shares of the class or series that is less than a majority of the class or series to approve any corporate action) notwithstanding Section 204(a)(9). 1983 Cal. Stats. ch. 1223.