California

Corporations Code

2,433 sections, each with the official text and a plain-English explanation of what it means for you.

• § 5915 — Within 90 days of the receipt of the written notice required by Section 5914, the Attorney General shall notify the public benefit corporation in writing of the decision to consent to, give conditiona
• § 5916 — Prior to issuing any written decision referred to in Section 5915, or giving a written waiver under subdivision (c) of Section 5914, the Attorney General shall conduct one or more public meetings, one
• § 5917 — The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision (a) of Section 5914.
• § 5917.5 — The Attorney General shall not consent to a health facility agreement or transaction pursuant to Section 5914 or Section 5920 in which the seller restricts the type or level of medical services that m
• § 5918 — The Attorney General may adopt regulations implementing this article.
• § 5919 — (a) Within the time periods designated in Section 5915 and relating to those factors specified in Section 5917, the Attorney General may do the following: (1) Contract with, consult, and receive advic
• § 5920 — (a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health care facility, as defined in Section 1250 of the Health and Safety Code, or operates or controls a f
• § 5921 — Within 90 days of the receipt of the written notice required by Section 5920, the Attorney General shall notify the nonprofit corporation in writing of the decision to consent to, give conditional con
• § 5922 — Prior to issuing any written decision referred to in Section 5921, or giving a written waiver under subdivision (c) of Section 5920, the Attorney General shall conduct one or more public meetings, one
• § 5923 — The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision (a) of Section 5920.
• § 5924 — (a) Within the time periods designated in Section 5921 and relating to those factors specified in Section 5923, the Attorney General may do the following: (1) Contract with, consult, and receive advic
• § 5925 — The Attorney General may adopt regulations implementing Sections 5920 to 5924, inclusive.
• § 5926 — The Attorney General may enforce conditions imposed on the Attorney General’s consent to an agreement or transaction pursuant to Section 5914 or 5920 to the fullest extent provided by law.
• § 5930 — (a) The Attorney General shall prepare a plan for an evaluation of whether additional standards for charitable care and community benefits should be established for private, not-for-profit corporation
• § 6 — Title, division, part, chapter, article, and section headings contained herein do not in any manner affect the scope, meaning, or intent of the provisions of this code.
• § 600 — (a) Meetings of shareholders may be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws.
• § 601 — (a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than
• § 6010 — (a) A public benefit corporation may merge with any domestic corporation, foreign corporation (Section 171), or other business entity (Section 5063.
• § 6011 — The board of each corporation which desires to merge shall approve an agreement of merger.
• § 6012 — The principal terms of the merger shall be approved by the members (Section 5034) of each constituent corporation and by each other person or persons whose approval of an amendment of articles is requ
• § 6013 — Each constituent corporation shall sign the agreement by the chairperson of its board, president or a vice president, and secretary or an assistant secretary acting on behalf of their respective corpo
• § 6014 — After approval of a merger by the board and any approval by the members (Section 5034) or other person or persons required by Section 6012, the surviving corporation shall file a copy of the agreement
• § 6015 — (a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of the principal terms of the agreement, by the members (Section 5034
• § 6016 — The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further approval by the members (Sect
• § 6017 — A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original and, except as against the state, is conc
• § 6018 — (a) Subject to the provisions of Section 6010, the merger of any number of corporations with any number of foreign corporations may be effected if the foreign corporations are authorized by the laws u
• § 6019 — If an agreement of merger is entered into between a nonprofit corporation and a business corporation: (i) Sections 6011, 6012, 6014, and 6015 shall apply to any constituent public benefit corporation;
• § 6019.1 — (a) Subject to the provisions of Sections 6010 and 9640, any one or more corporations may merge with one or more other business entities (Section 5063.
• § 602 — (a) Unless otherwise provided in the articles, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders, but in no event
• § 6020 — (a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger shall succeed, without other transfer, to all the
• § 6020.5 — (a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability of each disappearing domestic or foreign co
• § 6021 — Whenever a domestic or foreign corporation or other business entity (Section 5063.
• § 6022 — Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or rema
• § 603 — (a) Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in wr
• § 604 — (a) Any form of proxy or written consent distributed to 10 or more shareholders of a corporation with outstanding shares held of record by 100 or more persons shall afford an opportunity on the proxy
• § 605 — (a) For the purpose of determining whether a corporation has outstanding shares held of record by 100 or more persons, shares shall be deemed to be “held of record” by each person who is identified as
• § 6110 — Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations of corporations, shall be
• § 6210 — (a) Every corporation shall, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, file, on a form prescribed by the Secretary of Stat
• § 6211 — (a) An agent designated for service of process pursuant to Section 6210 may deliver to the Secretary of State, on a form prescribed by the Secretary of State for filing, a signed and acknowledged writ
• § 6212 — If a natural person who has been designated agent for service of process pursuant to Section 6210 dies or resigns or no longer resides in the state or if the corporate agent for such purpose resigns,
• § 6214 — Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the corporation’s principal office in
• § 6215 — Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting therefrom to the corporation or any person inju
• § 6216 — (a) The Attorney General, upon complaint of a member, director or officer, that a corporation is failing to comply with the provisions of this chapter, Chapter 5 (commencing with Section 5510), Chapte
• § 6310 — If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless and until the corporation at its expense makes such
• § 6311 — Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
• § 6312 — Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
• § 6313 — The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
• § 6320 — (a) Each corporation shall keep: (1) Adequate and correct books and records of account; (2) Minutes of the proceedings of its members, board and committees of the board; and (3) A record of its member
• § 6321 — (a) Except as provided in subdivision (c), (d), or (f), the board shall cause an annual report to be sent to the members not later than 120 days after the close of the corporation’s fiscal year.
• § 6322 — (a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any transaction or indemnification of a kind described
• § 6323 — (a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by this article and, for good cause shown, may
• § 6324 — (a) Nothing in this part relieves a corporation from the requirements of Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of Division 3 of the Government Code including, without limita
• § 6325 — For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from a member, forthwith inform the member of the resul
• § 6330 — (a) Subject to Sections 6331 and 6332, and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or both of the following as permitted by subdivi
• § 6331 — (a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 6330 by the authorized number (Section 5036), will be used for a purpo
• § 6332 — (a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in Section 6330 where, and only where such limitation or restrict
• § 6333 — The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the written demand on the corporation of any membe
• § 6334 — Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of whic
• § 6335 — Where the proper purpose of the person or persons making a demand pursuant to Section 6330 is frustrated by (1) any delay by the corporation in complying with a demand under Section 6330 beyond the ti
• § 6336 — (a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 6330 or Section 6333, the superior court of the proper county, or the county where the boo
• § 6337 — In any action or proceeding under this article, and except as required by Section 6331, if the court finds the failure of the corporation to comply with a proper demand thereunder was without justific
• § 6338 — (a) A membership list is a corporate asset.
• § 6410 — Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
• § 6510 — (a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in the superior court of the proper county by any of the follow
• § 6511 — (a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney General’s own information or upon complaint of
• § 6512 — If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of subdivision (b) of Section 6510, the court may appoint a prov
• § 6513 — If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe that unless a receiver of the corporation is appointed t
• § 6514 — After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up and dissolution, may make such orders and decrees and issue
• § 6515 — (a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 6514.
• § 6516 — When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims and demands against the corporation, whether du
• § 6517 — (a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims and proofs within such time as the court may direct,
• § 6518 — (a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 6515 and the determination that the corporation’s affairs are in condition for it to be di
• § 6519 — Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment, certified by the clerk of court, shall forthwith be fil
• § 6610 — (a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 5033) or (2) by approval of the board and approval of the members (Section 5034)
• § 6610.5 — (a) Notwithstanding any other provision of this division, when a corporation has not issued any memberships, a majority of the directors, or, if no directors have been named in the articles or have be
• § 6611 — (a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed and a copy thereof filed with the Attorney General.
• § 6612 — (a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant to paragraph (1) of subdivision (a) of Section 6610, by the v
• § 6613 — (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 6610 by the members, by the board and members, or by the board alone, electing
• § 6614 — If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation, or (b) the authorized number (Section 5036), or (c) the A
• § 6615 — (a) When a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign and verify a certificate of dissolution stating: (1) That the corpo
• § 6616 — Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board shall terminate its activities and wind up
• § 6617 — (a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the corporation duly wound up and dissolved.
• § 6618 — (a) A corporation in the process of voluntary winding up may dispose of the known claims against it by following the procedure described in this section.
• § 6710 — The powers and duties of the directors (or other persons appointed by the court pursuant to Section 6515) and officers after commencement of a dissolution proceeding include, but are not limited to, t
• § 6711 — A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 5224.
• § 6712 — When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or they fail or refuse to act or their whereabouts cannot be ascertained, any intere
• § 6713 — (a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining cor
• § 6714 — The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means:
• § 6715 — After complying with the provisions of Section 6713, assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has occurred or will occur by reason
• § 6716 — After complying with the provisions of Section 6713: (a) Except as provided in Section 6715, all of a corporation’s assets shall be disposed of on dissolution in conformity with its articles or bylaws
• § 6717 — Subject to the provisions of any trust under which assets to be distributed are held, distribution may be made either in money or in property or securities and either in installments from time to time
• § 6718 — (a) If any creditors or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or their whereabouts cannot be ascertained after diligent inquiry, or th
• § 6719 — (a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without prior payment or adequate provision for payment of any
• § 6720 — (a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it and enabling it to collect and discha
• § 6721 — (a) In all cases where a corporation has been dissolved, any person to whom assets were distributed upon dissolution may be sued in the corporate name upon any cause of action against the corporation
• § 6810 — (a) Upon the failure of a corporation to file the statement required by Section 6210, the Secretary of State shall provide a notice of that delinquency to the corporation.
• § 6811 — Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with dishonest or fraudulent purpose, to make any distribution with the
• § 6812 — (a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either generally or privately, to members or other persons
• § 6813 — (a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment of a just demand, and, with intent
• § 6814 — Every director, officer or agent of any corporation, or any person proposing to organize such a corporation, who knowingly exhibits any false, forged or altered book, paper, voucher, security or other
• § 6815 — Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
• § 6910 — Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters specifically otherwise provided for in this part an
• § 7 — Whenever, by the provisions of this code, a power is granted to, or a duty imposed upon, a public officer, the power may be exercised or the duty performed by a deputy of the officer or by a person au
• § 700 — (a) Except as provided in Section 708 and except as may be otherwise provided in the articles, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a
• § 701 — (a) In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any r
• § 702 — (a) Subject to subdivision (c) of Section 703, shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfe
• § 703 — (a) Shares standing in the name of another corporation, domestic or foreign, may be voted by an officer, agent, or proxyholder as the bylaws of the other corporation may prescribe or, in the absence o
• § 704 — (a) If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entire
• § 705 — (a) Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares.
• § 706 — (a) Notwithstanding any other provision of this division, an agreement between two or more shareholders of a corporation, if in writing and signed by the parties thereto, may provide that in exercisin
• § 707 — (a) In advance of any meeting of shareholders the board may appoint inspectors of election to act at the meeting and any adjournment thereof.
• § 708 — (a) Except as provided in Sections 301.
• § 708.5 — (a) For purposes of this section,the following definitions shall apply: (1) “Uncontested election” means an election of directors in which, at the expiration of the time fixed under the articles of in
• § 709 — (a) Upon the filing of an action therefor by any shareholder or by any person who claims to have been denied the right to vote, the superior court of the proper county shall try and determine the vali
• § 710 — (a) This section applies to a corporation with outstanding shares held of record by 100 or more persons (determined as provided in Section 605) that files an amendment of articles or certificate of de
• § 711 — (a) The Legislature finds and declares that: Many of the residents of this state are the legal and beneficial owners or otherwise the ultimate beneficiaries of shares of stock of domestic and foreign
• § 7110 — This part shall be known and may be cited as the Nonprofit Mutual Benefit Corporation Law.
• § 7111 — Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be formed under this part for any lawful purpose; provided th
• § 7120 — (a) One or more persons may form a corporation under this part by executing and filing articles of incorporation.
• § 7121 — (a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for such by the association in accordance with its
• § 7122 — (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financia
• § 7122.3 — The Secretary of State shall not file articles for a corporation the name of which would fall within the prohibitions of Section 18104 of the Financial Code.
• § 7130 — The articles of incorporation of a corporation formed under this part shall set forth the following: (a) The name of the corporation.
• § 7131 — The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
• § 7132 — (a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the articles: (1) A provision limiting the duration of
• § 7133 — For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is conclusive evidence of the formation of the cor
• § 7134 — If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and proper to perfect the organization of the
• § 7135 — Nothing in Section 7130 or 7131 or in any provision of the articles of a mutual benefit corporation shall be construed to limit the equitable power of a court to impress a charitable trust upon any or
• § 7140 — Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a corporation, in carrying out its activities, sh
• § 7141 — Subject to Section 7142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or directors, or the manner of exercise of such powe
• § 7142 — (a) Notwithstanding Section 7141, in the case of a corporation holding assets in charitable trust, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remed
• § 7150 — (a) Except as provided in subdivision (c) and Sections 7151, 7220, 7224, 7512, 7613, and 7615, bylaws may be adopted, amended or repealed by the board unless the action would: (1) Materially and adver
• § 7151 — (a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the number of directors of the corporation, or
• § 7152 — A corporation may provide in its bylaws for delegates having some or all of the authority of members.
• § 7153 — A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by region or other geographic grouping.
• § 7160 — Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date, which shall be open to inspection by the members at all reasona
• § 7210 — Each corporation shall have a board of directors.
• § 7211 — (a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by the chair of the board or the president or any vice president or
• § 7212 — (a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more direc
• § 7213 — (a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson, chair of the board, or chairperson of the board, or a president or both, (2) a secretary, (3) a tr
• § 7214 — Subject to the provisions of subdivision (a) of Section 7141 and Section 7142, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any assignment or
• § 7215 — The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or of the minutes of any incorporators’, members’, directors’, commit
• § 7220 — (a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws.
• § 7221 — (a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or, in the case of a corporation holding assets in
• § 7222 — (a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Se
• § 7223 — (a) The superior court of the proper county may, at the suit of one of the parties specified in subdivision (b), remove from office any director in case of fraudulent or dishonest acts or gross abuse
• § 7224 — (a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by approval of the board (Section 5032) or,
• § 7225 — (a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its activities can no longer be conducted to advantage or so
• § 7230 — (a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation.
• § 7231 — (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes t
• § 7231.5 — (a) Except as provided in Section 7233 or 7236, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any volunteer director or volunteer executive off
• § 7232 — (a) Section 7231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors.
• § 7233 — (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation, firm or association in which one or more
• § 7234 — Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which authorizes, approves or ratifies a contract or transaction
• § 7235 — (a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer of the corporation or of its parent, affiliate or
• § 7236 — (a) Subject to the provisions of Section 7231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally liable to the corporation for the benefit of
• § 7237 — (a) For purposes of this section, “agent” means a person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a dir
• § 7238 — Where a corporation holds assets in charitable trust, the conduct of its directors or of any person performing functions similar to those performed by a director, shall, in respect to the assets held
• § 7240 — A corporation holding assets in charitable trust is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain to what extent, if at all, it has failed or is fai
• § 7310 — (a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it shall have no members.
• § 7311 — Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the board.
• § 7312 — No person may hold more than one membership, and no fractional memberships may be held, except as follows: (a) Two or more persons may have an indivisible interest in a single membership when authoriz
• § 7313 — (a) A corporation may, but is not required to, issue membership certificates.
• § 7314 — (a) A corporation may issue a new membership certificate or a new certificate for any security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed,
• § 7315 — (a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any person to membership.
• § 7320 — Subject to Section 7613: (a) Unless the articles or bylaws otherwise provide: (1) No member may transfer a membership or any right arising therefrom; and (2) Subject to the provisions of subdivision (
• § 7330 — A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
• § 7331 — Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
• § 7332 — (a) A corporation may provide in its articles for one or more classes of memberships which are redeemable, in whole or in part, at the option of the corporation, or the member for such consideration w
• § 7333 — (a) A corporation may refer to persons associated with it as “members” even though such persons are not members within the meaning of Section 5056; but references to members in this part mean members
• § 7340 — (a) A member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective.
• § 7341 — (a) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the requirements of this section.
• § 7350 — (a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
• § 7351 — A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may avoid liability for them by promptly resigning from member
• § 7352 — A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any unpaid
• § 7353 — (a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to the corporation to pay the amount due on such member’s membership or otherwise d
• § 7354 — Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter, member, director, officer or the corporation because of p
• § 7410 — This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 8510), 16 (commencing with Section 8610), and 17 (commencing wit
• § 7411 — (a) Except as provided in subdivision (b), no corporation shall make any distribution except upon dissolution.
• § 7412 — Neither a corporation nor any of its subsidiaries shall make a distribution if the corporation or the subsidiary making the distribution is, or as a result thereof would be, likely to be unable to mee
• § 7413 — Neither a corporation nor any of its subsidiaries shall purchase or redeem a membership of the parent or subsidiary if the articles of the corporation contain a provision authorized by subparagraph (B
• § 7414 — Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership by provision in a corporation’s articles or bylaws or agreement entered into by the corporatio
• § 7420 — (a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by this chapter is liable to the
• § 7510 — (a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with the bylaws.
• § 7511 — (a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to
• § 7512 — (a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions (b) and (c), a bylaw may set a different quorum.
• § 7513 — (a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corpor
• § 7514 — (a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on the proxy or form of written ballot to specify a choi
• § 7515 — (a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner pr
• § 7516 — Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action.
• § 7517 — (a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the ballot, consent, waiver
• § 7520 — (a) As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations of the corporation.
• § 7521 — A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 7152 or 7153, and except as provided in Section 7522, any person who is qualified
• § 7522 — A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for an election authorized by Section 7152 or 7153: (a) The c
• § 7523 — Where a corporation with 500 or more members publishes any material soliciting a vote for any nominee for director in any publication owned or controlled by the corporation, the corporation may provid
• § 7524 — A corporation with 500 or more members may provide that upon written request by any nominee for election to the board and the payment of the reasonable costs of mailing (including postage), the corpor
• § 7525 — (a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and election of directors.
• § 7526 — Without authorization of the board, no corporation funds may be expended to support a nominee for director after there are more people nominated for director than can be elected.
• § 7527 — An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election, appointment or removal.
• § 7610 — Except as provided in a corporation’s articles or bylaws or Section 7615, each member shall be entitled to one vote on each matter submitted to a vote of the members.