81-11

July 15, 1981

Re: Financial Code Section 683

Dear Mr. _________:

This is in response to your letter of April 14, 1981. Your letter enclosed an opinion from your counsel regarding the following portion of Financial Code Section 683:

“… Regular meetings of the Board shall be held within this State. Any regular or special meeting is valid wherever held if held upon written consent of all members of the Board given either before or after the meeting and filed with the Secretary of the corporation.”

Your counsel concluded that this statute permits regular meetings to be held outside the State provided written consent is obtained from all members of the Board. We do not agree.

The sentence “Regular meetings of the Board shall be held within this State” is clear. The word “shall” is mandatory; regular meetings must be held in the State. If a meeting is not held within the State, a violation of Financial Code Section 683 occurs.

The sentence which states “Any regular or special meeting is valid wherever held… upon written consent of all members of the Board…” provides that a violation of the preceding sentence of the statute does not invalidate a meeting.

Meetings not held within the State are in violation of Financial Code Section 683, validating the meeting does not remove the violation.

Very truly yours,

RICHARD M. DOMINGGUEZ Superintendent of Banks

By

ALIDA R. BUCHANAN Counsel

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