EXECUTIVE DEPARTMENT
STATE
OF
CALIFORNIA
EXECUTIVE
ORDER
N-23-21
WHEREAS
on
March
4,
2020,
I
proclaimed
a State
of
Emergency
to
exist
in
California
as
a result
of
the
threat
of
COVID-19;
and
WHEREAS
since
March
2020,
the
State has taken decisive
and
meaningful actions
to
reduce
the
spread,
and
mitigate
the
impacts,
of
COVID-19, saving
an
untold
number
of
lives;
and
WHEREAS
on
November
20,
2020, the
Occupationa
l Safety
and
Health Standards Board
(OSHSB)
voted
to
adopt
COVID-19 Prevention
Emergency Temporary Standards (Emergency Temporary Standards),
codified
at
California
Code
of
Regulations, title
8,
sections
3205,
3205.1,
3205.2, 3205.3,
and
3205.4,
which
established various
workplace
safety
requirements related
to
COVID-19 for employers, including requirements
for
face
coverings
and
physical distancing,
and
which
took
effect
on
November
30,
2020 (OAL
Matter
No.
2020-1120-01
E);
and
WHEREAS
on June
17,
2021,
OSHSB
voted
to
readopt
the
Emergency
Temporary Standards,
which
took
effect
on June
17,
2021,
and
will expire
on January
14,
2022 (OAL
Matter
No. 2021-0617-03EFP);
and
WHEREAS
the
Emergency Temporary Standards remain integral
to
the
State's
ongoing
response
to
COVID-19
as
they
afford
balanced
protections for workers from
the
spread
and
impact
of
COVID-19,
and
permit the continuation
of
business within
the
State with
as
little disruption
as
possible,
as
the
State continues
its
progress
in
moving
beyond
the
pandemic;
and
WHEREAS
in
light
of
the
evolving
pandemic,
i
nclud
ing
the
emergence
of
new
variants
of
the
COVID-19
virus,
and
the
need
for
appropriately
tailored
occupational
safety
and
health standards
to
protect
workers from
the
spread
and
impact
of
new
variants
of
COVID-19,
additional
time
is
necessary
to
permit
the
Legislature
to
assess
whether
to
enact
workplace
safety legislation in response
to
COVID-19,
as
well
as
to
permit
the
Department
of
Industrial Relations, Division
of
Occupational
Safety
and
Health
to
evaluate
appropriate
provisions
to
include in
any
permanent
regulation it will propose
to
OSHSB
to
supersede
the
Emergency Temporary Standards;
and
WHEREAS
existing restrictions on
the
frequency
and
duration
of
readoption
of
the
Emergency Temporary Standards
would
hinder
California's ability
to
effectively respond to,
and
mitigate
the
impacts of,
COVID-19;
and
WHEREAS
requiring large numbers
of
individuals
to
gather,
and
potentially travel long distances, for in-person
corporation
shareholder
meetings
in
the
midst
of
an
on-going
pandemic
could
potentially,
and
unnecessarily, expose numerous
people
to
COVID-19
and
undermine
public
health measures during
the
current State
of
Emergency;
and
WHEREAS
Assembly
Bill
663,
chaptered
by
the
Secretary
of
State on
October
5,
2021,
amended
the
Corporations
Code
to
permit corporations
to
conduct
shareholder meetings using
remote
technology
when
the
Governor
has
proclaimed
a State
of
Emergency;
and
WHEREAS
it
is
necessary
to
provide clarification
to
ensure
that
a
corporation
may
conduct
shareholder meetings using
remote
technology
regardless
of
whether
a
quorum
of
the corporation's
board
can
readily
be
convened;and
WHEREAS
under
the
provisions
of
Government
Code
section
8571,
I
find
that
strict
compliance
with various statutes
and
regulations specified
in
this
Order
would
prevent, hinder, or
delay
appropriate
actions
to
prevent
and
mitigate
the
effects
of
the
COVID-19
pandemic.
NOW,
THEREFORE,
I,
GAVIN
NEWSOM,
Governor
of
the
State
of
California, in
accordance
with
the
authority vested
in
me
by
the State
Constitution
and
statutes,
and
in
particular,
Government
Code
sections
8567,
8571,
and
8627
do
hereby
issue
the following Order
to
become
effective
immediately:
IT
IS
HEREBY
ORDERED
THAT:
l .
The
limitations
of
Government
Code
section
11346.
l
(h)
are
waived
to
permit a third
readoption
of
the Emergency
Temporary Standards
as
described
in
this
Order
by
OSHSB,
so
long
as
the
effective
period
of
the third
readoption
does
not
extend
beyond
December
31,
2022.
2.
Any third
readoption
of
the
Emergency Temporary Standards
described
in
this
Order
by
OSHSB
shall
be
subject
to
the
provisions
of
Government
Code,
Division
3,
Part
1,
Chapter
3.5
(commencing
with section 11340),
except
as
provided
herein.
Any third
readoption
shall
be
effective
upon
filing
by
the
Office
of
Administrative Law (OAL) with
the
Secretary
of
State
and
shall
not
remain
in
effect
beyond
December
31,
2022.
3.
Nothing
in
this Order affects full
application
of
Government
Code,
Division
3,
Part
1,
Chapter
3.5 (
commencing
with section
11340)
to
OSHSB's
adoption
of
the Emergency Temporary
Standards described
in
this
Order
as
permanent
regulations. A
Certificate
of
Compliance
adopted
pursuant
to
Government
Code,
Division
3,
Part
1,
Chapter
3.5 (
commencing
with section
11340)
must
be
submitted
to
OAL no later
than
December
31,
2022, or the
emergency
regulations will expire
by
operation
of
law.
4.
To
the
extent
that
Corporations
Code
section 207(i)(5) requires
that
a
quorum
of
a corporation's
board
of
directors
cannot
be
readily
convened
in
order for there
to
exist
an
emergency
as
defined
therein,
that
requirement
is
waived,
from
the
date
of
this
Order until
March
31,
2022,
as
to
any
corporation
conducting
shareholder meetings using
remote
technology
pursuant
to
Corporations
Code
section 600(e),
as
amended
by
Assembly
Bill
663,
in
-reliance on the
proclaimed
State
of
Emergency related
to
the
COVID-19
pandemic.
I
FURTHER
DIRECT
that
as
soon
as
hereafter possible, this
Order
be
filed
in
the
Office
of
the Secretary
of
State
and
that
widespread
publicity
and
notice
be
given
of
this
Order.
This
Order
is
not
intended
to,
and
does not,
create
any
rights or
benefits, substantive or procedural,
enforceable
at
law
or
in
equity,
against
the
State
of
California,
its
agencies, departments, entities, officers,
employees, or
any
other
person.
IN
WITNESS
WHEREOF
I
have
hereunto set
my
hand
and
caused
the
Great
Seal
of
the
State
of
California
to
be
affixed this 16th
day
of
December
2021
.
GAVIN NEWSOM
Governor
of
California
ATTEST:
SHIRLEY
WEBER,
PH.D.
Secretary
of
State
