CA AB2158

Extends indefinitely the provision allowing "interested directors" and "common directors" to abstain from written consent while that consent is still counted as approval from all board members, previously set to expire January 1, 2011.

Requires that disclosures mandated by Section 310 of the Corporations Code be made to non-interested or non-common directors before they execute written consent.

Requires that specified disclosures be conspicuously included in the written consent document executed by non-interested or non-common directors.

Requires non-interested or non-common directors to approve the action by a vote sufficient without counting votes from interested or common directors.

Provides that if disclosure requirements of Section 310 are not met, the action is still deemed approved but the party asserting validity bears the burden of proof that the action was just and reasonable to the corporation.