2010 California Code
Financial Code
Article 5. Directors

679.  Any reference in this article to the time a notice is given or
sent shall be construed in accordance with Section 118 of the
Corporations Code.


680.  The board of a bank or trust company hereafter organized shall
consist of not less than five nor more than 25 directors, and no
bank or trust company shall amend its articles or bylaws so as to
reduce the number of directors below five.




683.  The board of each bank and of each trust company shall hold a
meeting not less than once each calendar quarter. 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. Special meetings of the
board may be held upon four days' notice by mail, unless the articles
or bylaws provide otherwise, or 24 hours' notice delivered
personally or by telephone or by telegraph, unless the articles or
bylaws provide for a shorter period.


685.  The commissioner may, in the name of the people of this state,
bring or intervene in an action under Section 709 of the
Corporations Code to determine the validity of any election or
appointment of any director of a bank to the same extent as a
shareholder of such bank might bring such an action.



686.  (a) The commissioner shall be deemed to be a party in interest
within the meaning of Section 306 of the Corporations Code with
respect to a bank and may, in the name of the people of this state,
bring or intervene in an action under Section 306 of the Corporations
Code for the appointment of directors of a bank.
   (b) The commissioner may, in the name of the people of this state,
bring or intervene in an action under Section 308 of the
Corporations Code for the appointment of a provisional director or
directors of a bank to the same extent as a shareholder who held 50
percent of the voting power of such bank might bring such an action.




687.  (a) For purposes of Section 316 of the Corporations Code, to
the extent that the making by a bank or by any majority-owned
subsidiary of a bank of a distribution to any shareholder of the bank
is contrary to any provision of Article 3 (commencing with Section
640), the making of the distribution shall, to that extent, be deemed
to be contrary to the provisions of Section 500 of the Corporations
Code.
   (b) The commissioner may, in the name of the people of this state,
bring or intervene in an action under Section 316 of the
Corporations Code for the benefit of a bank against any or all of the
directors of the bank or of any majority-owned subsidiary of the
bank on account of the making of a distribution to any shareholder of
the bank contrary to any provision of Article 3 (commencing with
Section 640) or any provision of Sections 501, 502, and 503 of the
Corporations Code, to the same extent as a creditor of the bank who
did not consent to the illegal distribution and who had a valid claim
against the bank that arose prior to the time of the illegal
distribution and exceeded the amount of the illegal distribution, may
bring the action in the name of the bank.
   (c) As an alternative to the action provided for in subdivision
(b), the commissioner may levy a civil penalty against the bank
pursuant to Section 216.3.


688.  (a) For purposes of Section 316 of the Corporations Code, the
making of a loan or guarantee by a bank or any other extending of
credit by a bank contrary to any provision of this division shall be
deemed to be contrary to Section 315 of the Corporations Code.
   (b) The commissioner may, in the name of the people of this state,
bring or intervene in an action under Section 316 of the
Corporations Code for the benefit of a bank against any or all of the
directors of the bank on account of the making of a loan or
guarantee or any other extending of credit contrary to any provision
of this division, to the same extent as a creditor of the bank who
did not consent to the illegal making of the loan or guarantee or the
other illegal extending of credit and who had a valid claim against
the bank which arose prior to the time of the illegal making of the
loan or guarantee or the other illegal extending of credit and which
exceeded the amount of loss suffered by the bank as a result of the
illegal making of the loan or guarantee or the other illegal
extending of credit, might bring the action in the name of the bank.
   (c) As an alternative to the action provided for in subdivision
(b), the commissioner may levy a civil penalty against the bank
pursuant to Section 216.3.