Corporations Code — Part 12 | CORP — United States — California law | Esheria

Corporations Code

Part 12 of 13 · provisions 2,201–2,400

This provision says the act is called the Corporations Code.

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Attorney General reporting Department of Justice information disclosure LLC compliance LLC formation filings LLC governance Membership interests Secretary of State Secretary of State filings Unincorporated associations acceptance location access to records accountability accounting accounting standards accredited investors accrued rights acknowledgment acquisition filings acquisition notice acquisition of control acquisition review adjourned meetings adjournment administration +2,294 more

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This section repeals the listed acts and sections, but it does not affect certain pre-1873 corporations that did not elect to continue under the Civil Code. This section repeals the acts and code sections listed in it. This section repeals the listed acts and code sections. This section repeals the listed acts and code sections. This section repeals Chapter 183 of the Statutes of 1941.

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Provisions of Corporations Code

Showing 200 of 2,411

  1. 7913.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 9. Sales of Assets [7910 - 7914] ( Chapter 9 added by Stats. 1978, Ch. 567. )

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    A corporation holding assets in charitable trust must give written notice to the Attorney General 20 days before certain transfers of those assets, unless the Attorney General gives a written waiver.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 9. Sales of Assets [7910 - 7914] ( Chapter 9 added by Stats. 1978, Ch. 567. ) ## 7913. A corporation holding assets in charitable trust must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of any or all of the assets held in trust unless the Attorney General has given the corporation a written waiver of this section as to the proposed transaction. (Added by Stats. 1978, Ch. 567.)
  2. 7914.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 9. Sales of Assets [7910 - 7914] ( Chapter 9 added by Stats. 1978, Ch. 567. )

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    This section says Article 2 of Chapter 9 of Part 2 applies to mutual benefit corporations, but only to the extent that Article 2 itself provides.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 9. Sales of Assets [7910 - 7914] ( Chapter 9 added by Stats. 1978, Ch. 567. ) ## 7914. The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to mutual benefit corporations to the extent provided therein. (Added by Stats. 2011, Ch. 442, Sec. 17. (AB 1211) Effective January 1, 2012.)
  3. 8.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. )

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    This section defines “writing,” requires certain notices and records to be in writing and in English, and treats certified mail as sufficient when registered mail is required.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 8. Writing includes any form of recorded message capable of comprehension by ordinary visual means; and when used to describe communications between a corporation, partnership, or limited liability company and its shareholders, members, partners, directors, or managers, writing shall include electronic transmissions by and to a corporation (Sections 20 and 21), electronic transmissions by and to a partnership (Section 16101), and electronic transmissions by and to a limited liability company (Section 17701.02). Whenever any notice, report, statement, or record is required or authorized by this code, it shall be made in writing in the English language. Wherever any notice or other communication is required by this code to be mailed by registered mail by or to any person or corporation, the mailing of such notice or other communication by certified mail shall be deemed to be a sufficient compliance with the requirements of law. (Amended by Stats. 2025, Ch. 67, Sec. 38. (AB 1170) Effective January 1, 2026.)
  4. 800.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 8. Shareholder Derivative Actions [800- 800.] ( Chapter 8 added by Stats. 1975, Ch. 682. )

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    This section limits shareholder derivative actions and lets the court require a bond before the case can proceed.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 8. Shareholder Derivative Actions [800- 800.] ( Chapter 8 added by Stats. 1975, Ch. 682. ) ## 800. (a) As used in this section, “corporation” includes an unincorporated association; “board” includes the managing body of an unincorporated association; “shareholder” includes a member of an unincorporated association; and “shares” includes memberships in an unincorporated association. (b) No action may be instituted or maintained in right of any domestic or foreign corporation by any holder of shares or of voting trust certificates of the corporation unless both of the following conditions exist: (1) The plaintiff alleges in the complaint that plaintiff was a shareholder, of record or beneficially, or the holder of voting trust certificates at the time of the transaction or any part thereof of which plaintiff complains or that plaintiff’s shares or voting trust certificates thereafter devolved upon plaintiff by operation of law from a holder who was a holder at the time of the transaction or any part thereof complained of; provided, that any shareholder who does not meet these requirements may nevertheless be allowed in the discretion of the court to maintain the action on a preliminary showing to and determination by the court, by motion and after a hearing, at which the court shall consider such evidence, by affidavit or testimony, as it deems material, that (i) there is a strong prima facie case in favor of the claim asserted on behalf of the corporation, (ii) no other similar action has been or is likely to be instituted, (iii) the plaintiff acquired the shares before there was disclosure to the public or to the plaintiff of the wrongdoing of which plaintiff complains, (iv) unless the action can be maintained the defendant may retain a gain derived from defendant’s willful breach of a fiduciary duty, and (v) the requested relief will not result in unjust enrichment of the corporation or any shareholder of the corporation; and (2) The plaintiff alleges in the complaint with particularity plaintiff’s efforts to secure from the board such action as plaintiff desires, or the reasons for not making such effort, and alleges further that plaintiff has either informed the corporation or the board in writing of the ultimate facts of each cause of action against each defendant or delivered to the corporation or the board a true copy of the complaint which plaintiff proposes to file. (c) In any action referred to in subdivision (b), at any time within 30 days after service of summons upon the corporation or upon any defendant who is an officer or director of the corporation, or held such office at the time of the acts complained of, the corporation or the defendant may move the court for an order, upon notice and hearing, requiring the plaintiff to furnish a bond as hereinafter provided. The motion shall be based upon one or both of the following grounds: (1) That there is no reasonable possibility that the prosecution of the cause of action alleged in the complaint against the moving party will benefit the corporation or its shareholders. (2) That the moving party, if other than the corporation, did not participate in the transaction complained of in any capacity. The court on application of the corporation or any defendant may, for good cause shown, extend the 30-day period for an additional period or periods not exceeding 60 days. (d) At the hearing upon any motion pursuant to subdivision (c), the court shall consider such evidence, written or oral, by witnesses or affidavit, as may be material (1) to the ground or grounds upon which the motion is based, or (2) to a determination of the probable reasonable expenses, including attorneys’ fees, of the corporation and the moving party which will be incurred in the defense of the action. If the court determines, after hearing the evidence adduced by the parties, that the moving party has established a probability in support of any of the grounds upon which the motion is based, the court shall fix the amount of the bond, not to exceed fifty thousand dollars ($50,000), to be furnished by the plaintiff for reasonable expenses, including attorneys’ fees, which may be incurred by the moving party and the corporation in connection with the action, including expenses for which the corporation may become liable pursuant to Section 317. A ruling by the court on the motion shall not be a determination of any issue in the action or of the merits thereof. If the court, upon the motion, makes a determination that a bond shall be furnished by the plaintiff as to any one or more defendants, the action shall be dismissed as to the defendant or defendants, unless the bond required by the court has been furnished within such reasonable time as may be fixed by the court. (e) If the plaintiff shall, either before or after a motion is made pursuant to subdivision (c), or any order or determination pursuant to the motion, furnish a bond in the aggregate amount of fifty thousand dollars ($50,000) to secure the reasonable expenses of the parties entitled to make the motion, the plaintiff has complied with the requirements of this section and with any order for a bond theretofore made, and any such motion then pending shall be dismissed and no further or additional bond shall be required. (f) If a motion is filed pursuant to subdivision (c), no pleadings need be filed by the corporation or any other defendant and the prosecution of the action shall be stayed until 10 days after the motion has been disposed of. (Amended by Stats. 1982, Ch. 517, Sec. 186.)
  5. 8010.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A mutual benefit corporation may merge with several kinds of entities, but a merger with certain charitable, religious, or public-purpose entities needs prior written consent from the Attorney General.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8010. A mutual benefit corporation may merge with any domestic corporation, foreign corporation, foreign business corporation, or other business entity (Section 5063.5). However, a merger with a public benefit corporation, or a religious corporation, or an unincorporated association, the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes, must have the prior written consent of the Attorney General. (Amended by Stats. 2011, Ch. 442, Sec. 18. (AB 1211) Effective January 1, 2012.)
  6. 8011.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A merging corporation’s board must approve a merger agreement, the constituent corporations must be parties to it, and the agreement must include specified merger terms and related details.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8011. The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons may be parties to the agreement of merger. The agreement shall state all of the following: (a) The terms and conditions of the merger. (b) The amendments, subject to Sections 7810 and 7816, to the articles of the surviving corporation to be effected by the merger, if any; if any amendment changes the name of the surviving corporation, the new name may be the same as or similar to the name of a disappearing corporation, subject to subdivision (c) of Section 7122. (c) The amendments to the bylaws of the surviving corporation to be effected by the merger, if any. (d) The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation. (e) The manner, if any, of converting memberships or securities of the constituent corporations into memberships or securities of the surviving corporation and, if any memberships or securities of any of the constituent corporations are not to be converted solely into memberships or securities of the surviving corporation, the cash, property, rights or securities of any corporation that the holders of those memberships or securities are to receive in exchange for the memberships or securities, which cash, property, rights or securities of any corporation may be in addition to or in lieu of memberships or securities of the surviving corporation, or that the memberships are to be canceled without consideration. (f) Other details or provisions as are desired, if any, including, without limitation, if not prohibited by this chapter, a provision for the payment of cash in lieu of fractional memberships or for any other arrangement with respect thereto. (Amended by Stats. 1999, Ch. 453, Sec. 14. Effective January 1, 2000.)
  7. 8011.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    Members of the same class in a constituent corporation must be treated equally for distributions of cash, property, rights, or securities, unless all members consent or the Commissioner approves the transaction terms and fairness.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8011.5. Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or a wholly owned subsidiary of either in a constituent corporation) shall be treated equally with respect to any distribution of cash, property, rights or securities unless: (a) all members of the class consent or (b) the Commissioner of Financial Protection and Innovation has approved the terms and conditions of the transaction and the fairness of the terms pursuant to Section 25142. (Amended by Stats. 2022, Ch. 452, Sec. 56. (SB 1498) Effective January 1, 2023.)
  8. 8012.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    The principal terms of a merger must be approved by the members of each class of each constituent corporation and by any other persons whose approval is required by the articles.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8012. The principal terms of the merger shall be approved by the members (Section 5034) of each class of each constituent corporation and by each other person or persons whose approval of an amendment of articles is required by the articles; and the approval by the members (Section 5034) or such other person or persons required by this section may be given before or after the approval by the board. (Amended by Stats. 1981, Ch. 587, Sec. 41.)
  9. 8013.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    Each constituent corporation must sign the merger agreement through specified officers.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8013. 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 corporations. (Amended by Stats. 2022, Ch. 617, Sec. 65. (SB 1202) Effective January 1, 2023.)
  10. 8014.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    After required approvals, the surviving corporation must file the merger agreement with attached officers’ certificates. The Secretary of State may certify a separate copy of the merger agreement.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8014. After approval of a merger by the board and any approval by the members (Section 5034) required by Section 8012, the surviving corporation shall file a copy of the agreement of merger with an officers’ certificate of each constituent corporation attached stating the total number of memberships of each class entitled to vote on the merger, identifying any other person or persons whose approval is required, and that the principal terms of the agreement in the form attached were duly approved by the required vote of the members and, if applicable, any other person or persons. The merger and any amendment of the articles of the surviving corporation contained in the merger agreement shall thereupon be effective (subject to subdivision (c) of Section 5008 and subject to the provisions of Section 8018) and the several parties thereto shall be one corporation. The Secretary of State may certify a copy of the merger agreement separate from the officers’ certificates attached thereto. (Amended by Stats. 2006, Ch. 773, Sec. 22. Effective September 29, 2006.)
  11. 8015.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    An amended merger agreement may be approved by the board, and if the amendment changes the principal terms, by the members or other required persons.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8015. (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) or other person or persons, as required by Section 8012, of any constituent corporation in the same manner as the original agreement. (b) If the agreement so amended is approved as provided in subdivision (a), the agreement so amended shall then constitute the agreement of merger. (Amended by Stats. 1981, Ch. 587, Sec. 42.)
  12. 8016.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    The board may choose to abandon a merger before it becomes effective.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8016. 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 (Section 5034) or other persons entitled to approve the merger at any time before the merger is effective. (Amended by Stats. 1982, Ch. 662, Sec. 18.)
  13. 8017.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A certified copy of a merger agreement, if certified on or after the effective date by the custodian official, has the same evidentiary force as the original.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8017. 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 conclusive evidence of the performance of all conditions precedent to the merger, the existence on the effective date of the surviving corporation and the performance of the conditions necessary to the adoption of any amendment to the articles contained in the agreement of merger. (Added by Stats. 1978, Ch. 567.)
  14. 8018.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    This section allows mergers among corporations and foreign corporations, but only under stated conditions and filings.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8018. (a) Subject to the provisions of Section 8010, the merger of any number of corporations with any number of foreign corporations, foreign business corporations or domestic corporations may be effected if the foreign corporations are authorized by the laws under which they are formed to effect the merger. The surviving corporation may be any one of the constituent corporations and shall continue to exist under the laws of the state or place of its incorporation. (b) If the surviving corporation is a mutual benefit corporation, the merger proceedings with respect to that corporation and any domestic disappearing corporation shall conform to the provisions of this chapter and other applicable laws of this state, but if the surviving corporation is a foreign corporation, then, subject to the requirements of subdivision (d) and Section 8012 the merger proceedings may be in accordance with the laws of the state or place of incorporation of the surviving corporation. (c) If the surviving corporation is a mutual benefit corporation, the agreement and the officers’ certificate of each constituent corporation shall be filed as provided in Section 8014 and thereupon, subject to subdivision (c) of Section 5008, the merger shall be effective as to each corporation; and each foreign disappearing corporation that is qualified for the transaction of intrastate business shall, by virtue of the filing, automatically surrender its right to transact intrastate business. (d) If the surviving corporation is a foreign corporation, or foreign business corporation, the merger shall become effective in accordance with the law of the jurisdiction in which it is organized, but shall be effective as to any disappearing corporation as of the time of effectiveness in the foreign jurisdiction upon the filing in this state as required by this subdivision. There shall be filed as to the domestic disappearing corporation or corporations the documents described in any one of the following paragraphs: (1) A copy of the agreement, certificate, or other document filed by the surviving foreign corporation in the state or place of its incorporation for the purpose of effecting the merger, which copy shall be certified by the public officer having official custody of the original. (2) An executed counterpart of the agreement, certificate, or other document filed by the surviving corporation in the state or place of its incorporation for the purpose of effecting the merger. (3) A copy of the agreement of merger with an officers’ certificate of the surviving foreign corporation and of each constituent domestic corporation attached, which officers’ certificates shall conform to the requirements of Section 8014. (e) If the date of the filing in this state pursuant to subdivision (d) is more than six months after the time of the effectiveness in the foreign jurisdiction, or if the powers of the domestic corporation are suspended at the time of effectiveness in the foreign jurisdiction, the merger shall be effective as to the domestic disappearing corporation or corporations as of the date of filing in this state. Each foreign disappearing corporation that is qualified for the transaction of intrastate business shall automatically by the filing pursuant to subdivision (d) surrender its right to transact intrastate business as of the date of filing in this state regardless of the time of effectiveness as to a domestic disappearing corporation. (Amended by Stats. 2006, Ch. 773, Sec. 23. Effective September 29, 2006.)
  15. 8019.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    If a nonprofit corporation and a business corporation enter into a merger agreement, different merger sections apply depending on the type of constituent corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8019. If an agreement of merger is entered into between a nonprofit corporation and a business corporation: (a) Sections 6011, 6012, 6014, and 6015 shall apply to any constituent public benefit corporation; (b) Sections 8011, 8011.5, 8012, 8014, and 8015 shall apply to any constituent mutual benefit corporation; (c) Sections 6014 and 6015 and subdivisions (c) and (d) of Section 9640 shall apply to any constituent religious corporation; and (d) Sections 1101, 1101.1, 1103, and 1104 shall apply to any constituent business corporation. (Amended by Stats. 1981, Ch. 587, Sec. 44.)
  16. 8019.1.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. )

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    This section sets the approval, signing, filing, and effective-date steps for a merger involving corporations and other business entities.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Merger [8010 - 8019.1] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8019.1. (a) Subject to the provisions of Section 8010, any one or more corporations may merge with one or more other business entities (Section 5063.5). One or more other domestic corporations, foreign corporations (Section 5053), and foreign business corporations (Section 5052) may be parties to the merger. Notwithstanding the provisions of this section, such a merger may be effected only if: (1) In a merger in which a domestic corporation or domestic other business entity is a party, it is authorized by the laws under which it is organized to effect the merger. (2) In a merger in which a foreign corporation or foreign business corporation is a party, it is authorized by the laws under which it is organized to effect the merger. (3) In a merger in which a foreign other business entity is a party, it is authorized by the laws under which it is organized to effect the merger. (b) Each corporation and each other party which desires to merge shall approve an agreement of merger. The board and the members (Section 5034) of each corporation which desires to merge, and each other person or persons, if any, whose approval of an amendment of the articles of that corporation is required by the articles or bylaws shall approve the agreement of merger. The agreement of merger shall be approved on behalf of each other constituent party by those persons authorized or required to approve the merger by the laws under which it is organized. The parties desiring to merge shall be parties to the agreement of merger and other persons, including a parent party (Section 5064.5), may be parties to the agreement of merger. The agreement of merger shall state all of the following: (1) The terms and conditions of the merger. (2) The name and place of incorporation or organization of each party and the identity of the surviving party. (3) The amendments, if any, subject to Sections 7810 and 7816, to the articles of the surviving corporation, if applicable, to be effected by the merger. The name of the surviving corporation may be, subject to subdivisions (b) and (c) of Section 7122, the same as or similar to the name of a disappearing party to the merger. (4) The manner, if any, of converting the memberships or securities of each of the constituent corporations into shares, memberships, interests, or other securities of the surviving party; and, if any memberships or securities of any of the constituent corporations are not to be converted solely into shares, memberships, interests, or other securities of the surviving party, cash, rights, securities, or other property which the holders of those memberships or securities are to receive in exchange for the memberships or securities, which cash, rights, securities, or other property may be in addition to or in lieu of shares, memberships, interests, or other securities of the surviving party. (5) Any other details or provisions required by the laws under which any party to the merger is organized, including, if an unincorporated association is a party to the merger, Section 18370, or if a domestic limited partnership is a party to the merger, subdivision (a) of Section 15911.12, or, if a domestic general partnership is a party to the merger, subdivision (a) of Section 16911, or, if a domestic limited liability company is a party to the merger, subdivision (a) of Section 17710.12. (6) Any other details or provisions as are desired. (c) Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a party to the merger or its parent or a wholly owned subsidiary of either in another constituent corporation) shall be treated equally with respect to any distribution of cash, property, rights, or securities unless (i) all members of the class consent or (ii) the commissioner has approved the terms and conditions of the transaction and the fairness of those terms pursuant to Section 25142. (d) Notwithstanding its prior approval, an agreement of merger may be amended prior to the filing of the agreement of merger if the amendment is approved by each constituent corporation in the same manner as the original agreement of merger. If the agreement of merger as so amended and approved is also approved by each of the other parties to the agreement of merger, as so amended it shall then constitute the agreement of merger. (e) The board of a constituent corporation may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other parties to the agreement of merger, without further approval by the members (Section 5034) or other persons, at any time before the merger is effective. (f) Each constituent corporation shall sign the agreement of merger by its chairperson of the board, president, or a vice president and also by its secretary or an assistant secretary acting on behalf of their respective corporations. (g) After required approvals of the merger by each constituent corporation and each other party to the merger, the surviving party shall file a copy of the agreement of merger with an officers’ certificate of each constituent domestic corporation, foreign corporation, and foreign business corporation attached stating the total number of outstanding shares or membership interests of each class entitled to vote on the merger (and identifying any other person or persons whose approval is required), that the agreement of merger in the form attached or its principal terms, as required, were approved by that corporation by a vote of a number of shares or membership interests of each class which equaled or exceeded the vote required, specifying each class entitled to vote required of each class, and, if applicable, by such other person or persons whose approval is required. If equity securities of a parent party (Section 5064.5) are to be issued in the merger, the officers’ certificate or certificate of merger of the controlled party shall state either that no vote of the shareholders of the parent party was required or that the required vote was obtained. The merger and any amendment of the articles of the surviving corporation, if applicable, contained in the agreement of merger shall be effective upon the filing of the agreement of merger, subject to the provisions of subdivision (i). If a domestic reciprocal insurer organized after 1974 to provide medical malpractice insurance is a party to the merger, the agreement of merger or certificate of merger shall not be filed until there has been filed the certificate issued by the Insurance Commissioner approving the merger pursuant to Section 1555 of the Insurance Code. In lieu of an officers’ certificate, a certificate of merger, on a form prescribed by the Secretary of State, shall be filed for each constituent other business entity. The certificate of merger shall be executed and acknowledged by each domestic constituent limited liability company by all of the managers of the limited liability company (unless a lesser number is specified in its articles of organization or operating agreement) and by each domestic constituent limited partnership by all general partners (unless a lesser number is provided in its certificate of limited partnership or partnership agreement) and by each domestic constituent general partnership by two partners (unless a lesser number is provided in its partnership agreement) and by each foreign constituent limited liability company by one or more managers and by each foreign constituent general partnership or foreign constituent limited partnership by one or more general partners, and by each constituent reciprocal insurer by the chairperson of the board, president, or vice president, and by the secretary or assistant secretary, or, if a constituent reciprocal insurer has not appointed such officers, by the chairperson of the board, president, or vice president, and by the secretary or assistant secretary of the constituent reciprocal insurer’s attorney-in-fact, and by each other party to the merger by those persons required or authorized to execute the certificate of merger by the laws under which that party is organized, specifying for such party the provision of law or other basis for the authority of the signing persons. The certificate of merger shall set forth, if a vote of the shareholders, members, partners, or other holders of interests of a constituent other business entity was required, a statement setting forth the total number of outstanding interests of each class entitled to vote on the merger and that the principal terms of the agreement of merger were approved by a vote of the number of interests of each class which equaled or exceeded the vote required, specifying each class entitled to vote and the percentage vote required of each class, and any other information required to be set forth under the laws under which the constituent other business entity is organized, including, if a domestic limited partnership is a party to the merger, subdivision (a) of Section 15911.14, if a domestic general partnership is a party to the merger, subdivision (b) of Section 16915 and, if a domestic limited liability company is a party to the merger, subdivision (a) of Section 17710.14. The certificate of merger for each constituent foreign other business entity, if any, shall also set forth the statutory or other basis under which that foreign other business entity is authorized by the laws under which it is organized to effect the merger. The Secretary of State may certify a copy of the agreement of merger separate from the officers’ certificates and certificates of merger attached thereto. (h) 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 conclusive evidence of the performance of all conditions precedent to the merger, the existence on the effective date of the surviving party to the merger, the performance of the conditions necessary to the adoption of any amendment to the articles, if applicable, contained in the agreement of merger, and of the merger of the constituent corporations, either by themselves or together with other constituent parties, into the surviving party to the merger. (i) (1) The merger of domestic corporations with foreign corporations or foreign other business entities in a merger in which one or more other business entities is a party shall comply with subdivisions (a) and (g) and this subdivision. (2) Subject to subdivision (c) of Section 5008 and paragraph (3), the merger shall be effective as to each domestic constituent corporation and domestic constituent other business entity upon filing of the agreement of merger with attachments as provided in subdivision (g). (3) If the surviving party is a foreign corporation or foreign business corporation or foreign other business entity, except as provided in paragraph (4), the merger shall be effective as to any domestic disappearing corporation as of the time of effectiveness in the foreign jurisdiction upon the filing in this state of a copy of the agreement of merger with an officers’ certificate of the surviving foreign corporation or foreign business corporation and of each constituent foreign and domestic corporation and a certificate of merger of each constituent other business entity attached, which officers’ certificates and certificates of merger shall conform to the requirements of subdivision (g). If one or more domestic other business entities is a disappearing party in a merger pursuant to this subdivision in which a foreign other business entity is the surviving entity, a certificate of merger required by the laws under which each domestic other business entity is organized, including subdivision (a) of Section 15911.14, subdivision (b) of Section 16915, or subdivision (a) of Section 17710.14, if applicable, shall also be filed at the same time as the filing of the agreement of merger. (4) If the date of the filing in this state pursuant to this subdivision is more than six months after the time of the effectiveness in the foreign jurisdiction, or if the powers of a domestic disappearing corporation are suspended at the time of effectiveness in the foreign jurisdiction, the merger shall be effective as to the domestic disappearing corporation as of the date of filing in this state. (5) Each foreign disappearing corporation that is qualified for the transaction of intrastate business shall automatically by the filing pursuant to subdivision (g) surrender its right to transact intrastate business as of the date of filing in this state or, if later, the effective date of the merger. With respect to each foreign disappearing other business entity previously registered for the transaction of intrastate business in this state, the filing of the agreement of merger pursuant to subdivision (g) automatically has the effect of a cancellation of registration for that foreign other business entity as of the date of filing in this state or, if later, the effective date of the merger, without the necessity of the filing of a certificate of cancellation. (Amended by Stats. 2012, Ch. 419, Sec. 12. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
  17. 8020.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Effect of Merger [8020 - 8022] ( Article 2 added by Stats. 1978, Ch. 567. )

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    After a merger, the surviving party takes the disappearing parties’ rights and property and assumes their debts and liabilities.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Effect of Merger [8020 - 8022] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8020. (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 rights and property of each of the disappearing parties to the merger and shall be subject to all the debts and liabilities of each and trust obligations upon the property of a disappearing party in the same manner as if incurred by the surviving party to the merger. (b) All rights of creditors and all liens and trusts upon or arising from the property of each of the constituent corporations and other parties to the merger shall be preserved unimpaired, provided that the liens and trust obligations upon property of a disappearing party shall be limited to the property affected thereby immediately prior to the time the merger is effective. (c) Any action or proceeding pending by or against any disappearing corporation or other party to the merger may be prosecuted to judgment, which shall bind the surviving party to the merger, or the surviving party to the merger may be proceeded against or substituted in its place. (Amended by Stats. 1999, Ch. 437, Sec. 20. Effective January 1, 2000.)
  18. 8020.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Effect of Merger [8020 - 8022] ( Article 2 added by Stats. 1978, Ch. 567. )

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    After a merger, the surviving entity must handle certain tax filings and any tax due for the disappearing entity, and the Secretary of State must notify the Franchise Tax Board in some cases.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Effect of Merger [8020 - 8022] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8020.5. (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 corporation or other business entity that is taxed under Part 10 (commencing with Section 17001) of, or under Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code for the following: (1) To prepare and file, or to cause to be prepared and filed, tax and information returns otherwise required of that disappearing entity as specified in Chapter 2 (commencing with Section 18501) of Part 10.2 of Division 2 of the Revenue and Taxation Code. (2) To pay any tax liability determined to be due. (b) If the surviving entity is a domestic limited liability company, domestic corporation, or registered limited liability partnership or a foreign limited liability company, foreign limited liability partnership, or foreign corporation that is registered or qualified to do business in California, the Secretary of State shall notify the Franchise Tax Board of the merger. (Amended by Stats. 2006, Ch. 773, Sec. 25. Effective September 29, 2006.)
  19. 8021.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Effect of Merger [8020 - 8022] ( Article 2 added by Stats. 1978, Ch. 567. )

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    If a merger involves real property in California, recording specified merger documents with the county recorder serves as evidence that the surviving party owns the disappearing party’s real property interest.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Effect of Merger [8020 - 8022] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8021. Whenever a domestic or foreign or foreign business corporation or other business entity (Section 5063.5) having any real property in this state merges with another domestic or foreign or foreign business corporation or other business entity pursuant to the laws of this state or of the state or place in which any constituent party to the merger was organized, and the laws of the state or place of organization (including this state) of any disappearing party to the merger provide substantially that the making and filing of the agreement of merger vests in the surviving party to the merger all the real property of any disappearing party to the merger, the filing for record in the office of the county recorder of any county in this state in which any of the real property of the disappearing party to the merger is located of either (a) a certificate prescribed by the Secretary of State, or (b) a copy of the agreement of merger or certificate of merger, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the merger is effected, shall evidence record ownership in the surviving party to the merger of all interest of such disappearing party to the merger in and to the real property located in that county. (Amended by Stats. 1999, Ch. 437, Sec. 21. Effective January 1, 2000.)
  20. 8022.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Effect of Merger [8020 - 8022] ( Article 2 added by Stats. 1978, Ch. 567. )

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    A bequest, devise, gift, grant, or promise made to a constituent corporation passes to the surviving party after a merger if it takes effect or remains payable after the merger.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 10. Mergers [8010 - 8022] ( Chapter 10 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Effect of Merger [8020 - 8022] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8022. 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 remains payable after the merger, inures to the surviving party to the merger. (Amended by Stats. 1999, Ch. 437, Sec. 22. Effective January 1, 2000.)
  21. 8110.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 11. Bankruptcy Reorganizations and Arrangements [8110- 8110.] ( Chapter 11 added by Stats. 1978, Ch. 567. )

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    If a corporation is involved in a qualifying U.S. bankruptcy reorganization proceeding, Chapter 14 applies, and references to “shareholders” are read as “members” for this part.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 11. Bankruptcy Reorganizations and Arrangements [8110- 8110.] ( Chapter 11 added by Stats. 1978, Ch. 567. ) ## 8110. 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 governed by the provisions of Chapter 14 (commencing with Section 1400) of Division 1 of Title 1, and for this purpose the reference in Chapter 14 to “shareholders” shall be deemed to be a reference to members and the reference to “this division” shall be deemed to be a reference to this part. (Amended by Stats. 2009, Ch. 500, Sec. 21. (AB 1059) Effective January 1, 2010.)
  22. 8210.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. )

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    Corporations must file a prescribed statement soon after forming and every two years during the filing period, and the statement must name a service-of-process agent.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. ) ## 8210. (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 State, a statement containing: (1) the name of the corporation and the Secretary of State’s file number; (2) the names and complete business or residence addresses of its chief executive officer, secretary, and chief financial officer; (3) the street address of its principal office in California, if any; (4) the mailing address of the corporation, if different from the street address of its principal office or if the corporation has no principal office address in California and (5) if the corporation chooses to receive renewal notices and any other notifications from the Secretary of State by electronic mail instead of by United States mail, a valid electronic mail address for the corporation or for the corporation’s designee to receive those notices. (b) The statement required by subdivision (a) shall also designate, as the agent of the corporation for the purpose of service of process, a natural person residing in this state or any domestic or foreign or foreign business corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If a natural person is designated, the statement shall set forth the person’s complete business or residence street address. If a corporate agent is designated, no address for it shall be set forth. (c) For the purposes of this section, the applicable filing period for a corporation shall be the calendar month during which its original articles were filed and the immediately preceding five calendar months. The Secretary of State shall provide a notice to each corporation to comply with this section approximately three months before the close of the applicable filing period. The notice shall state the due date for compliance and shall be sent to the last address of the corporation according to the records of the Secretary of State or to the last electronic mail address according to the records of the Secretary of State if the corporation has elected to receive notices from the Secretary of State by electronic mail. Neither the failure of the Secretary of State to send the notice nor the failure of the corporation to receive it is an excuse for failure to comply with this section. (d) Whenever any of the information required by subdivision (a) is changed, the corporation may file a current statement containing all the information required by subdivisions (a) and (b). In order to change its agent for service of process or the address of the agent, the corporation must file a current statement containing all the information required by subdivisions (a) and (b). Whenever any statement is filed pursuant to this section, it supersedes any previously filed statement and the statement in the articles as to the agent for service of process and the address of the agent. (e) The Secretary of State may destroy or otherwise dispose of any statement filed pursuant to this section after it has been superseded by the filing of a new statement. (f) This section does not place any person dealing with the corporation on notice of, or under any duty to inquire about, the existence or content of a statement filed pursuant to this section. (Amended by Stats. 2022, Ch. 617, Sec. 66. (SB 1202) Effective January 1, 2023.)
  23. 8211.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. )

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    An agent for service of process may file a resignation with the Secretary of State, and the Secretary of State must notify the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. ) ## 8211. (a) An agent designated for service of process pursuant to Section 8210 may deliver to the Secretary of State, on a form prescribed by the Secretary of State for filing, a signed and acknowledged written statement of resignation as an agent for service of process containing the name of the corporation, the Secretary of State’s file number of the corporation, the name of the resigning agent for service of process, and a statement that the agent is resigning. Thereupon the authority of the agent to act in that capacity shall cease and the Secretary of State forthwith shall mail or otherwise provide written notice of the filing of the statement of resignation to the corporation at its principal office. (b) The resignation of an agent may be effective if, on a form prescribed by the Secretary of State containing the name of the corporation, the Secretary of State’s file number for the corporation, and the name of the agent for service of process, the agent disclaims having been properly appointed as the agent. Similarly, a person named as an officer or director may indicate that the person was never properly appointed as the officer or director. (c) The Secretary of State may destroy or otherwise dispose of any statement of resignation filed pursuant to this section after a new form is filed pursuant to Section 8210 replacing the agent for service of process that has resigned. (Amended by Stats. 2014, Ch. 834, Sec. 15. (SB 1041) Effective January 1, 2015.)
  24. 8212.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. )

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    If certain service-of-process agents die, resign, move, lose authority, or cease to exist, the corporation must promptly file a new agent designation that meets Section 8210.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. ) ## 8212. If a natural person who has been designated agent for service of process pursuant to Section 8210 dies or resigns or no longer resides in the state or if the corporate agent for such purpose resigns, dissolves, withdraws from the state, forfeits its right to transact intrastate business, has its corporate rights, powers and privileges suspended or ceases to exist, the corporation shall forthwith file a designation of a new agent conforming to the requirements of Section 8210. (Added by Stats. 1978, Ch. 567.)
  25. 8214.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. )

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    On request of an assessor, a covered corporation must provide a true copy of relevant business records.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. ) ## 8214. 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 California or at a place mutually acceptable to the assessor and the corporation a true copy of business records relevant to the amount, cost and value of all property that it owns, claims, possesses or controls within the county. (Amended by Stats. 1979, Ch. 724.)
  26. 8215.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. )

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    Corporate officers, directors, employees, or agents can be jointly and severally liable for damages if they publish false corporate materials, make false entries in corporate records, or alter records to deceive.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. ) ## 8215. 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 injured thereby who relied thereupon or to both: (a) Make, issue, deliver or publish any prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document respecting the corporation or its memberships, assets, liabilities, capital, dividends, business, earnings or accounts which is false in any material respect, knowing it to be false, or participate in the making, issuance, delivery or publication thereof with knowledge that the same is false in a material respect. (b) Make or cause to be made in the books, minutes, records or accounts of a corporation any entry which is false in any material particular knowing such entry is false. (c) Remove, erase, alter or cancel any entry in any books or records of the corporation, with intent to deceive. (Added by Stats. 1978, Ch. 567.)
  27. 8216.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. )

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    The Attorney General may act on complaints about a corporation’s noncompliance and, if the response is unsatisfactory or absent after 30 days, may pursue court or agency relief; for charitable trust assets, the Attorney General may proceed without a complaint or prior notice.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. ) ## 8216. (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 7510), Chapter 6 (commencing with Section 7610) or Chapter 13 (commencing with Section 8310), may, in the name of the people of the State of California, send to the principal office of such corporation, (or, if there is no such office, to the office or residence of the chief executive officer or secretary, of the corporation, as set forth in the most recent statement filed pursuant to Section 8210) notice of the complaint. If the answer is not satisfactory, or if there is no answer within 30 days, the Attorney General may institute, maintain or intervene in such suits, actions, or proceedings of any type in any court or tribunal of competent jurisdiction or before any administrative agency for such relief by way of injunction, the dissolution of entities, the appointment of receivers or any other temporary, preliminary, provisional or final remedies as may be appropriate to protect the rights of members or to undo the consequences of failure to comply with such requirements. In any such action, suit or proceeding there may be joined as parties all persons and entities responsible for or affected by such activity. (b) In the case of a corporation where the action concerns assets held in charitable trust, the Attorney General may bring an action under subdivision (a) without having received a complaint, and without first giving notice of a complaint. (Added by Stats. 1978, Ch. 567.)
  28. 8217.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. )

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    A qualifying nonprofit corporation is exempt from Government Code fees for filings required by this part if it was formed solely to operate a single ridesharing vanpool vehicle.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217] ( Chapter 12 added by Stats. 1978, Ch. 567. ) ## 8217. (a) No corporation formed under this part for the sole purpose of operating a single ridesharing vanpool vehicle designed for transporting at least seven persons, including the driver, under an arrangement in which ridesharing is incidental to another purpose of the driver shall be subject to the payment of any fee under provisions of the Government Code for any filing required by this part. (b) For purposes of this section, “ridesharing” shall have the meaning specified in Section 522 of the Vehicle Code. (Amended by Stats. 1984, Ch. 1563, Sec. 1. Effective September 30, 1984.)
  29. 8310.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [8310 - 8313] ( Article 1 added by Stats. 1978, Ch. 567. )

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    If an inspectable record is not kept in written form, the corporation must make it available in written form at its own expense before the inspection request is treated as complied with.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [8310 - 8313] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8310. 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 record available in written form. For the purposes of this chapter “written” or “in writing” also includes cathode ray tube and similar electronic communications methods. (Amended by Stats. 1982, Ch. 662, Sec. 19.)
  30. 8311.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [8310 - 8313] ( Article 1 added by Stats. 1978, Ch. 567. )

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    An inspection under this chapter may be done in person or through an agent or attorney, and the inspection right includes copying and making extracts.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [8310 - 8313] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8311. 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. (Added by Stats. 1978, Ch. 567.)
  31. 8312.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [8310 - 8313] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A chapter-created right of inspection also applies to the records of each subsidiary of a corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [8310 - 8313] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8312. Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation. (Added by Stats. 1978, Ch. 567.)
  32. 8313.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [8310 - 8313] ( Article 1 added by Stats. 1978, Ch. 567. )

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    Members’ rights under this chapter cannot be limited by contract, the articles, or the bylaws.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [8310 - 8313] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 8313. The rights of members provided in this chapter may not be limited by contract or the articles or bylaws. (Added by Stats. 1978, Ch. 567.)
  33. 8320.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. )

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    Each corporation must keep adequate books and records, minutes of member and board proceedings, and a member record with names, addresses, and membership class.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8320. (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 members giving their names and addresses and the class of membership held by each. (b) Those minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes and other books and records are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes and other books and records are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record. (Amended by Stats. 2004, Ch. 254, Sec. 27. Effective January 1, 2005.)
  34. 8321.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. )

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    A corporation must tell each member every year that they have a right to a financial report, and the board must promptly send the latest annual report when a member asks in writing, unless subdivision (c) applies.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8321. (a) A corporation shall notify each member yearly of the member’s right to receive a financial report pursuant to this subdivision. Except as provided in subdivision (c), upon written request of a member, the board shall promptly cause the most recent annual report to be sent to the requesting member. An annual report shall be prepared not later than 120 days after the close of the corporation’s fiscal year. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that report and any accompanying material may be sent by electronic transmission by the corporation (Section 20). That report shall contain in appropriate detail the following: (1) A balance sheet as of the end of that fiscal year and an income statement and a statement of cashflows for that fiscal year. (2) A statement of the place where the names and addresses of the current members are located. (3) Any information required by Section 8322. (b) The report required by subdivision (a) shall be accompanied by any report thereon of independent accountants, or, if there is no report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. (c) Subdivision (a) does not apply to any corporation that receives less than ten thousand dollars ($10,000) in gross revenues or receipts during the fiscal year. (Amended by Stats. 2006, Ch. 214, Sec. 6. Effective January 1, 2007.)
  35. 8322.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. )

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    Corporations must give members and directors an annual statement about certain transactions and indemnifications, with special timing and content rules.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8322. (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 in subdivision (d) or (e), if any such transaction or indemnification took place. If the corporation issues an annual report to all members, this subdivision shall be satisfied by including the required information in the annual report. A corporation which does not issue an annual report to all members, pursuant to subdivision (c) of Section 8321, shall satisfy this section by mailing or delivering to its members the required statement within 120 days after the close of the corporation’s fiscal year. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that statement may be sent by electronic transmission by the corporation (Section 20). (b) Except as provided in subdivision (c), a covered transaction under this section is a transaction in which the corporation, its parent, or its subsidiary was a party, and in which either of the following had a direct or indirect material financial interest: (1) Any director or officer of the corporation, or its parent or subsidiary. (2) Any holder of more than 10 percent of the voting power of the corporation, its parent or its subsidiary. For the purpose of subdivision (d), an “interested person” is any person described in paragraph (1) or (2) of this subdivision. (c) Transactions approved by the members of a corporation (Section 5034), under subdivision (a) of Section 7233, are not covered transactions. For the purpose of subdivision (b), a mere common directorship is not a material financial interest. (d) The statement required by subdivision (a) shall describe briefly: (1) Any covered transaction (excluding compensation of officers and directors) during the previous fiscal year involving more than fifty thousand dollars ($50,000), or which was one of a number of covered transactions in which the same interested person had a direct or indirect material financial interest, and which transactions in the aggregate involved more than fifty thousand dollars ($50,000). (2) The names of the interested persons involved in such transactions, stating such person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. (e) The statement required by subdivision (a) shall describe briefly the amount and circumstances of any loans, guaranties, indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid or made during the fiscal year to any officer or director of the corporation pursuant to Section 7237; provided that no such report need be made in the case of a loan, guaranty, or indemnification approved by the members (Section 5034) or a loan or guaranty not subject to the provisions of subdivision (a) of Section 7235. (Amended by Stats. 2004, Ch. 254, Sec. 29. Effective January 1, 2005.)
  36. 8323.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. )

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    The superior court may enforce the corporation’s duty to send required information and financial statements, extend the deadline for good cause, and award a member reasonable expenses if the corporation’s noncompliance was unjustified.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8323. (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 extend the time therefor. (b) In any action or proceeding under this section, if the court finds the failure of the corporation to comply with the requirements of this article to have been without justification, the court may award the member reasonable expenses, including attorneys’ fees, in connection with such action or proceeding. (Added by Stats. 1978, Ch. 567.)
  37. 8324.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. )

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    A corporation must give a requesting member a copy of any filed report, may use a qualifying report sent to the Attorney General instead of the annual report, and may charge reasonable copying and mailing costs.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8324. (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 as to any assets held in charitable trust including, without limitation, subdivision (a) of Section 12586. If a report sent to the Attorney General in compliance with the requirements of Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of Division 3 of the Government Code includes the information required in the annual report, then the corporation may furnish a copy of its report to the Attorney General in lieu of the annual report, whenever it is required to furnish an annual report. (b) A corporation shall furnish any member who so requests a copy of any report filed by the corporation pursuant to Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of Division 3 of the Government Code. The corporation may impose reasonable charges for copying and mailing a report furnished under this subdivision. (Amended by Stats. 2011, Ch. 442, Sec. 20. (AB 1211) Effective January 1, 2012.)
  38. 8325.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. )

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    A corporation must, on a member’s written request, promptly tell the member the result of any vote taken at a members’ meeting within 60 days after the meeting ends.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 8325. 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 result of any particular vote of members taken at the meeting, including the number of memberships voting for, the number of memberships voting against, and the number of memberships abstaining or withheld from voting. If the matter voted on was the election of directors, the corporation shall report the number of memberships, or votes if voted cumulatively, cast for each nominee for director. If more than one class or series of memberships voted, the report shall state the appropriate numbers by class and series of memberships. (Added by Stats. 1999, Ch. 453, Sec. 17. Effective January 1, 2000.)
  39. 8330.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A member may inspect or obtain certain membership records, but only on written demand, for a proper member-related purpose, and subject to notice, timing, charge, and alternative-method rules.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 8330. (a) Subject to Sections 8331 and 8332, 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 subdivision (b): (1) Inspect and copy the record of all the members’ names, addresses and voting rights, at reasonable times, upon five business days’ prior written demand upon the corporation which demand shall state the purpose for which the inspection rights are requested; or (2) Obtain from the secretary of the corporation, upon written demand and tender of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors, as of the most recent record date for which it has been compiled or as of a date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled. (b) The rights set forth in subdivision (a) may be exercised by: (1) Any member, for a purpose reasonably related to such person’s interest as a member. Where the corporation reasonably believes that the information will be used for another purpose, or where it provides a reasonable alternative pursuant to subdivision (c), it may deny the member access to the list. In any subsequent action brought by the member under Section 8336, the court shall enforce the rights set forth in subdivision (a) unless the corporation proves that the member will allow use of the information for purposes unrelated to the person’s interest as a member or that the alternative method offered reasonably achieves the proper purpose set forth in the demand. (2) The authorized number of members for a purpose reasonably related to the members’ interest as members. (c) The corporation may, within ten business days after receiving a demand under subdivision (a), deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to or a copy of the membership list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made under subdivision (a) shall be deemed a reasonable alternative, unless within a reasonable time after acceptance of the offer the corporation fails to do those things which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the corporation does not meet the proper purpose of the demand made pursuant to subdivision (a). (Added by Stats. 1978, Ch. 567.)
  40. 8331.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A corporation may ask the court to stop a membership-list demand, but it must meet filing deadlines and may have to comply if it does not obtain relief.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 8331. (a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 8330 by the authorized number (Section 5036), will be used for a purpose not reasonably related to the interests as members of the person or persons making the demand (hereinafter called the requesting parties) as members or provides a reasonable alternative pursuant to subdivision (c) of Section 8330, it may petition the superior court of the proper county for an order setting aside the demand. (b) Except as provided in subdivision (c), a petition for an order to show cause why a protective order pursuant to subdivision (d) should not issue shall be filed within 10 business days after the demand by the authorized number under Section 8330 or receipt of a written rejection by the authorized number of an offer made pursuant to subdivision (c) of Section 8330, whichever is later. The petition shall be accompanied by an application for a hearing on the petition. Upon the filing of the petition, the court shall issue a protective order staying production of the list demanded until the hearing on the order to show cause. The court shall set the hearing on the order to show cause not more than 20 days from the date of the filing of the petition. The order to show cause shall be granted unless the court finds that there is no reasonable probability that the corporation will make the showing required under subdivision (f). (c) A corporation may file a petition under this section more than 10 business days after the demand or rejection under Section 8330, but only upon a showing the delay was caused by excusable neglect. In no event, however, may any petition under this section be considered if filed more than 30 days after the requesting parties’ demand or rejection, whichever is later. (d) Upon the return day of the order to show cause, the court may issue a protective order staying production of the list demanded until final adjudication of the petition filed pursuant to this section. No protective order shall issue under this subdivision unless the court finds that the rights of the requesting parties can reasonably be preserved and that the corporation is likely to make the showing required by subdivision (f) or the court is likely to issue a protective order pursuant to subdivision (g). (e) If the corporation fails to file a petition within the time allowed by subdivision (b) or (c), whichever is applicable, or fails to obtain a protective order under subdivision (d), then the corporation shall comply with the demand, and no further action may be brought by the corporation under this section. (f) The court shall issue the final order setting aside the demand only if the corporation proves: (1) That there is a reasonable probability that the requesting parties will permit use of the membership list for a purpose unrelated to their interests as members; or (2) That the method offered by the corporation is a reasonable alternative in that it reasonably achieves the proper purpose set forth in the requesting parties’ demand and that the corporation intends and is able to effectuate the reasonable alternative. (g) In the final order, the court may, in its discretion, order an alternate mechanism for achieving the proper purposes of the requesting parties, or impose just and proper conditions upon the use of the membership list which reasonably assures compliance with Section 8330 and Section 8338. (h) The court shall award reasonable costs and expenses including reasonable attorneys’ fees, to requesting parties who successfully oppose any petition or application filed pursuant to this section. (i) Where the corporation has neither, within the time allowed, complied with a demand by the authorized number (Section 5036) under Section 8330, nor obtained a protective order staying production of the list, or a final order setting aside the demand, which is then in effect, the requesting parties may petition the superior court of the proper county for a writ of mandamus pursuant to Section 1085 of the Code of Civil Procedure compelling the corporation to comply with the demand. At the hearing, the court shall hear the parties summarily, by affidavit or otherwise, and shall issue a peremptory writ of mandamus unless it appears that the demand was not made by an authorized number (Section 5036), that the demand has been complied with, that the corporation, pursuant to subdivision (c) of Section 8330, made an offer which was not rejected in writing within a reasonable time, or that a protective or final order properly issued under subdivision (d), (f) or (g) is then in effect. No inquiry may be made in such proceeding into the use for which the authorized number seek the list. The court shall award reasonable costs and expenses, including reasonable attorneys’ fees, to persons granted an order under this subdivision. (j) Nothing in this section shall be construed to limit the right of the corporation to obtain damages for any misuse of a membership list obtained under Section 8330, or otherwise, or to obtain injunctive relief necessary to restrain misuse of a member list. A corporation shall be entitled to recover reasonable costs and expenses, including reasonable attorneys’ fees, incurred in successfully bringing any such action. (Amended by Stats. 1979, Ch. 724.)
  41. 8332.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. )

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    The superior court may, on petition, limit or restrict Section 8330 inspection rights to protect constitutional rights, and may issue or extend temporary orders suspending Section 8330 time limits.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 8332. (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 8330 where, and only where, such limitation or restriction is necessary to protect the rights of any member under the Constitution of the United States or the Constitution of the State of California. An order issued pursuant to this subdivision shall provide, insofar as possible, for alternative mechanisms by which the persons seeking to exercise rights under Section 8330 may communicate with members for purposes reasonably related to their interests as members. (b) Upon the filing of a petition under subdivision (a), the court may, if requested by the person making the petition, issue a temporary order suspending the running of any time limit specified in Section 8330 for compliance with that section. Such an order may be extended, after notice and hearing, until final adjudication of the petition, wherever it appears that the petitioner may prevail on the merits, and it is otherwise equitable to do so. (Added by Stats. 1978, Ch. 567.)
  42. 8333.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A corporation must let any member inspect certain books, records, and minutes when the member makes a written demand and the purpose is reasonably related to the member’s interests.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 8333. 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 member at any reasonable time, for a purpose reasonably related to such person’s interests as a member. (Added by Stats. 1978, Ch. 567.)
  43. 8334.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. )

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    Each director has the absolute right to inspect and copy the corporation’s books, records, and documents, and to inspect its physical properties, at any reasonable time.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 8334. 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 which such person is a director. (Added by Stats. 1978, Ch. 567.)
  44. 8335.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. )

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    If delay frustrates a proper demand under Section 8330, the demand-maker may seek a court order postponing a previously noticed members’ meeting.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 8335. Where the proper purpose of the person or persons making a demand pursuant to Section 8330 is frustrated by (1) any delay by the corporation in complying with a demand under Section 8330 beyond the time limits specified therein, or (2) any delay caused by the filing of a petition under Section 8331 or Section 8332, or (3) any delay caused by the alternative proposed under subdivision (c) of Section 8330, the person or persons properly making the demand shall have, in the discretion of the court, a right to obtain from the superior court an order postponing any members’ meeting previously noticed for a period equal to the period of such delay. The members may obtain such an order in a proceeding brought pursuant to Section 8331 upon the filing of a verified complaint in the proper county and after a hearing, notice of which shall be given to such persons and in such manner as the court may direct. Such right shall be in addition to any other legal or equitable remedies to which the member may be entitled. (Amended by Stats. 1979, Ch. 724.)
  45. 8336.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. )

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    If inspection is refused, the superior court may enforce the inspection demand or appoint inspectors/accountants; corporate officers and agents must produce books and documents, and the applicant usually pays the audit/investigation costs unless the court orders otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 8336. (a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 8330 or Section 8333, the superior court of the proper county, or the county where the books or records in question are kept, may enforce the demand or right of inspection with just and proper conditions or may, for good cause shown, appoint one or more competent inspectors or independent accountants to audit the financial statements kept in this state and investigate the property, funds and affairs of any corporation and of any subsidiary corporation thereof, domestic or foreign, keeping records in this state and to report thereon in such manner as the court may direct. (b) All officers and agents of the corporation shall produce to the inspectors or accountants so appointed all books and documents in their custody or power, under penalty of punishment for contempt of court. (c) All expenses of the investigation or audit shall be defrayed by the applicant unless the court orders them to be paid or shared by the corporation. (Amended by Stats. 1979, Ch. 724.)
  46. 8337.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A court may award a member reasonable costs and expenses, including attorneys’ fees, if the corporation failed without justification to comply with a proper demand under this article, except as required by Section 8331.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 8337. In any action or proceeding under this article, and except as required by Section 8331, if the court finds the failure of the corporation to comply with a proper demand thereunder was without justification, the court may award the member reasonable costs and expenses, including reasonable attorneys’ fees, in connection with such action or proceeding. (Added by Stats. 1978, Ch. 567.)
  47. 8338.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A membership list is a corporate asset, and it cannot be obtained, used, sold, or purchased without board consent except in limited circumstances.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338] ( Chapter 13 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Rights of Inspection [8330 - 8338] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 8338. (a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or used by any person for any purpose not reasonably related to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be: (1) Used to solicit money or property unless such money or property will be used solely to solicit the vote of the members in an election to be held by their corporation. (2) Used for any purpose which the user does not reasonably and in good faith believe will benefit the corporation. (3) Used for any commercial purpose or purpose in competition with the corporation. (4) Sold to or purchased by any person. (b) Any person who violates the provisions of subdivision (a) shall be liable for any damage such violation causes the corporation and shall account for and pay to the corporation any profit derived as a result of said violation. In addition, a court in its discretion may award exemplary damages for a fraudulent or malicious violation of subdivision (a). (c) Nothing in this article shall be construed to limit the right of a corporation to obtain injunctive relief necessary to restrain misuse of a membership list or any part thereof. (d) In any action or proceeding under this section, a court may award the corporation reasonable costs and expenses, including reasonable attorneys’ fees, in connection with such action or proceeding. (e) As used in this section, the term “membership list” means the record of the members’ names and addresses. (Amended by Stats. 1996, Ch. 589, Sec. 36. Effective January 1, 1997.)
  48. 8410.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 14. Service of Process [8410- 8410.] ( Chapter 14 added by Stats. 1978, Ch. 567. )

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    Service of process on a corporation is governed by Chapter 17 of Division 1, starting with Section 1700.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 14. Service of Process [8410- 8410.] ( Chapter 14 added by Stats. 1978, Ch. 567. ) ## 8410. Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1. (Added by Stats. 1978, Ch. 567.)
  49. 8510.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    This section lets certain people file a complaint in superior court to dissolve a corporation involuntarily if one of the listed grounds exists.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8510. (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 following persons: (1) One-half or more of the directors in office. (2) A person or persons holding or authorized in writing by persons holding not less than 331/3 percent of the voting power exclusive of memberships held by persons who have personally participated in any of the transactions enumerated in paragraph (5) of subdivision (b). (3) Any member if the ground for dissolution is that the period for which the corporation was formed has terminated without extension thereof. (4) Any other person expressly authorized to do so in the articles. (5) In the case of a corporation holding assets in charitable trust, the Attorney General. (6) The head organization under whose authority the corporation was created, where the corporation’s articles include the provision authorized by subdivision (a), paragraph (4), clause (i), of Section 7132. (b) The grounds for involuntary dissolution are that: (1) The corporation has abandoned its activity for more than one year. (2) The 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 that there is danger that its property will be impaired or lost or its activities impaired and the members are so divided into factions that they cannot elect a board consisting of an uneven number. (3) There is internal dissension and two or more factions of members in the corporation are so deadlocked that its activities can no longer be conducted with advantage. (4) When during any four-year period or when all voting power has been exercised at two consecutive meetings or in two written ballots for the election of directors, whichever period is shorter, the members have failed to elect successors to directors whose terms have expired or would have expired upon election of their successors. (5) Those in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority or persistent unfairness toward any member or the corporation’s property is being misapplied or wasted by its directors or officers. (6) In the case of any corporation with 35 or fewer members, liquidation is reasonably necessary for the protection of the rights or interests of a complaining member or members. (7) The period for which the corporation was formed has terminated without extension of such period. (8) The corporation is required to dissolve under the terms of any article provision adopted pursuant to subdivision (a), paragraph (4), clause (i) of Section 7132. (c) At any time prior to the trial of the action any member or creditor may intervene therein. (d) This section does not apply to any corporation subject to: (1) The Public Utilities Act (Part 1 (commencing with Section 201) of Division 1 of the Public Utilities Code) unless an order is obtained from the Public Utilities Commission authorizing the corporation either (a) to dispose of its assets as provided in Section 851 of the Public Utilities Code or (b) to dissolve. (2) The provisions of Article 14 (commencing with Section 1010) of Chapter 1 of Part 2 of Division 1 of the Insurance Code when the application authorized by Section 1011 of the Insurance Code has been filed by the Insurance Commissioner unless the consent of the Insurance Commissioner has been obtained. (3) The California Credit Union Law (Chapter 1 (commencing with Section 14000) of Division 5 of the Financial Code). (e) In the case of a corporation holding assets in charitable trust at the time of the filing of the complaint pursuant to subdivision (a), a copy thereof shall be served on the Attorney General who may intervene. (Amended by Stats. 1982, Ch. 662, Sec. 22.)
  50. 8511.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    The Attorney General may sue a corporation for dissolution on specified grounds, but some cases require 30 days’ written notice first. The court may dissolve the corporation or order other winding-up relief.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8511. (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 a private party, to procure a judgment dissolving the corporation and annulling, vacating or forfeiting its corporate existence upon any of the following grounds: (1) The corporation has seriously offended against any provision of the statutes regulating corporations. (2) The corporation has fraudulently abused or usurped corporate privileges or powers. (3) The corporation has violated any provision of law by any act or default which under the law is a ground for forfeiture of corporate existence. (4) The corporation has failed to pay to the Franchise Tax Board for a period of five years any tax imposed upon it by the Bank and Corporation Tax Law. (b) If the ground of the action is a matter or act which the corporation has done or omitted to do that can be corrected by amendment of its articles or by other corporate action, such suit shall not be maintained unless (1) the Attorney General, at least 30 days prior to the institution of suit, has given the corporation written notice of the matter or act done or omitted to be done and (2) the corporation has failed to institute proceedings to correct it within the 30-day period or thereafter fails to duly and properly make such amendment or take the corrective corporate action. (c) In any such action the court may order dissolution or such other or partial relief as it deems just and expedient. The court also may appoint a receiver for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court. (d) Service of process on the corporation may be made pursuant to Chapter 17 (commencing with Section 1700) of Division 1 or by written notice to the president or secretary of the corporation at the address indicated in the corporation’s last tax return filed pursuant to the Bank and Corporation Tax Law. The Attorney General shall also publish one time in a newspaper of general circulation in the proper county a notice to the members of the corporation. (Added by Stats. 1978, Ch. 567.)
  51. 8512.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    If the complaint for involuntary dissolution is based on a board deadlock, the court may appoint a provisional director.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8512. 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 8510, the court may appoint a provisional director. The provisions of subdivision (d) of Section 7225 apply to any such provisional director so appointed. (Added by Stats. 1978, Ch. 567.)
  52. 8513.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    A court may appoint a receiver in an involuntary dissolution case if it believes the corporation or its members may suffer without one and the required notice, hearing, and security conditions are met.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8513. 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 the interests of the corporation or its members will suffer pending the hearing and determination of the complaint, upon the application of the plaintiff, and after a hearing upon such notice to the corporation as the court may direct and upon the giving of security pursuant to Sections 566 and 567 of the Code of Civil Procedure, the court may appoint a receiver to take over and manage the affairs of the corporation and to preserve its property pending the hearing and determination of the complaint for dissolution. (Amended by Stats. 1982, Ch. 517, Sec. 190.)
  53. 8514.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    After a hearing, the court may order a nonprofit mutual benefit corporation to wind up and dissolve if cause is shown, and may also issue other orders, decrees, or injunctions as justice and equity require.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8514. 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 such injunctions in the case as justice and equity require. (Added by Stats. 1978, Ch. 567.)
  54. 8515.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    If an involuntary winding-up proceeding starts, the board must conduct the winding up under court supervision, the corporation must stop ordinary activities except as needed for winding up, and the directors must mail notice to members, known creditors, and claimants unless the process is stayed or enjoined.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8515. (a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 8514. (b) When an involuntary proceeding for winding up has commenced, the board shall conduct the winding up of the affairs of the corporation, subject to the supervision of the court, unless other persons are appointed by the court, on good cause shown, to conduct the winding up. The directors or such other persons may, subject to any restrictions imposed by the court, exercise all their powers through the executive officers without any order of court. (c) When an involuntary proceeding for winding up has commenced, the corporation shall cease to conduct its activities except to the extent necessary for the beneficial winding up thereof and except during such period as the board may deem necessary to preserve the corporation’s goodwill or going-concern value, pending a sale or other disposition of its assets, or both, in whole or in part. The directors shall cause written notice of the commencement of the proceeding for involuntary winding up to be given by mail to all members and to all known creditors and claimants whose addresses appear on the records of the corporation, unless the order for winding up has been stayed by appeal therefrom or otherwise or the proceeding or the execution of the order has been enjoined. (Added by Stats. 1978, Ch. 567.)
  55. 8516.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    After an involuntary winding-up proceeding begins, the court has jurisdiction over listed matters in the case.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8516. 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 due or not yet due, contingent, unliquidated or sounding only in damages, and the barring from participation of creditors and claimants failing to make and present claims and proof as required by any order. (b) The determination or compromise of all claims of every nature against the corporation or any of its property, and the determination of the amount of money or assets required to be retained to pay or provide for the payment of claims. (c) The determination of the rights of members and of all classes of members in and to the assets of the corporation. (d) The presentation and filing of intermediate and final accounts of the directors or other persons appointed to conduct the winding up and hearing thereon, the allowance, disallowance or settlement thereof and the discharge of the directors or such other persons from their duties and liabilities. (e) The appointment of a commissioner to hear and determine any or all matters, with such power or authority as the court may deem proper. (f) The filling of any vacancies on the board which the directors or the members are unable to fill. (g) The removal of any director if it appears that the director has been guilty of dishonesty, misconduct, neglect or breach of trust in conducting the winding up or if the director is unable to act. The court may order an election to fill the vacancy so caused, and may enjoin, for such time as it considers proper, the reelection of the director so removed; or the court, in lieu of ordering an election, may appoint a director to fill the vacancy caused by such removal. Any director so appointed by the court shall serve until the next regular meeting of members or until a successor is elected or appointed. (h) The staying of the prosecution of any suit, proceeding or action against the corporation and requiring the parties to present and prove their claims in the manner required of other creditors. (i) The determination of whether adequate provision has been made for payment or satisfaction of all debts and liabilities not actually paid. (j) The making of orders for the withdrawal or termination of proceedings, to wind up and dissolve, subject to conditions for the protection of members and creditors. (k) The making of an order, upon the allowance or settlement of the final accounts of the directors or such other persons, that the corporation has been duly wound up and is dissolved. Upon the making of such order, the corporate existence shall cease except for purposes of further winding up if needed. (l) The making of orders for the bringing in of new parties as the court deems proper for the determination of all questions and matters. (m) The disposition of assets held in charitable trust. (Added by Stats. 1978, Ch. 567.)
  56. 8517.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    The section sets deadlines and notice rules for creditors and claimants in an involuntary dissolution, including late-claim relief, secured claims, and timing for suits on rejected claims.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8517. (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, which shall not be less than four nor more than six months after the first publication of notice to creditors unless it appears by affidavit that there are no claims, in which case the time limit may be three months. If it is shown that a claimant did not receive notice because of absence from the state or other cause, the court may allow a claim to be filed or presented at any time before distribution is completed. (b) Such notice to creditors shall be published not less than once a week for three consecutive weeks in a newspaper of general circulation published in the county in which the proceeding is pending or, if there is no such newspaper published in that county, in such newspaper as may be designated by the court, directing creditors and claimants to make and present claims and proofs to the person, at the place and within the time specified in the notice. A copy of the notice shall be mailed to each person shown as a creditor or claimant on the books of the corporation, at such person’s last known address. (c) Holders of secured claims may prove for the whole debt in order to realize any deficiency. If such creditors fail to present their claims they shall be barred only as to any right to claim against the general assets for any deficiency in the amount realized on their security. (d) Before any distribution is made the amount of any unmatured, contingent or disputed claim against the corporation which has been presented and has not been disallowed, or such part of any such claim as the holder would be entitled to if the claim were due, established or absolute, shall be paid into court and there remain to be paid over to the party when the party becomes entitled thereto or, if the party fails to establish a claim, to be paid over or distributed with the other assets of the corporation to those entitled thereto; or such other provision for the full payment of such claim, if and when established, shall be made as the court may deem adequate. A creditor whose claim has been allowed but is not yet due shall be entitled to its present value upon distribution. (e) Suits against the corporation on claims which have been rejected shall be commenced within 30 days after written notice of rejection thereof is given to the claimant. (Added by Stats. 1978, Ch. 567.)
  57. 8518.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    The court may order a nonprofit mutual benefit corporation dissolved after final settlement of accounts and when the corporation is ready to be dissolved.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8518. (a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 8515 and the determination that the corporation’s affairs are in condition for it to be dissolved, the court may make an order declaring the corporation duly wound up and dissolved. The order shall declare: (1) That the corporation has been duly wound up, that a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code and that its known debts and liabilities have been paid or adequately provided for, or that those debts and liabilities have been paid as far as its assets permitted, as the case may be. If there are known debts or liabilities for payment of which adequate provision has been made, the order shall state what provision has been made, setting forth the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or such other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability. (2) That its known assets have been distributed to the persons entitled thereto or that it acquired no known assets, as the case may be. (3) That the accounts of directors or such other persons have been settled and that they are discharged from their duties and liabilities to creditors and members. (4) That the corporation is dissolved. (b) The court may make such additional orders and grant such further relief as it deems proper upon the evidence submitted. (c) Upon the making of the order declaring the corporation dissolved, corporate existence shall cease except for the purposes of further winding up if needed; and the directors or such other persons shall be discharged from their duties and liabilities, except in respect to completion of the winding up. (Amended by Stats. 2006, Ch. 773, Sec. 26. Effective September 29, 2006.)
  58. 8519.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. )

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    When a corporation is dissolved or forfeits its existence by court order, a certified copy of the court order must be filed right away, and the Secretary of State must notify the Franchise Tax Board.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 15. Involuntary Dissolution [8510 - 8519] ( Chapter 15 added by Stats. 1978, Ch. 567. ) ## 8519. 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 filed. The Secretary of State shall notify the Franchise Tax Board of the dissolution. (Amended by Stats. 2006, Ch. 773, Sec. 27. Effective September 29, 2006.)
  59. 8610.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    Corporations may choose to voluntarily wind up and dissolve, subject to member, board, and director-vote rules that depend on the corporation’s circumstances.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8610. (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). (b) Any corporation which comes within one of the following descriptions may elect by approval of the board to wind up and dissolve: (1) A corporation which has been the subject of an order for relief in bankruptcy. (2) A corporation which has disposed of all of its assets and has not conducted any activity for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation. (3) A corporation which has no members. (4) A corporation which is required to dissolve under provisions of its articles adopted pursuant to subparagraph (A) of paragraph (4) of subdivision (a) of Section 7132. (c) If a corporation comes within one of the descriptions in subdivision (b) and if the number of directors then in office is less than a quorum, it may elect to voluntarily wind up and dissolve by any of the following: (1) The unanimous consent of the directors then in office. (2) The affirmative vote of a majority of the directors then in office at a meeting held pursuant to waiver of notice by those directors complying with paragraph (3) of subdivision (a) of Section 7211. (3) The vote of a sole remaining director. (d) If a corporation elects to voluntarily wind up and dissolve pursuant to subdivision (c), references to the board in this chapter and Chapter 17 (commencing with Section 8710) shall be deemed to be to a board consisting solely of those directors or that sole director and action by the board shall require at least the same consent or vote as would be required under subdivision (c) for an election to wind up and dissolve. (Amended by Stats. 2009, Ch. 631, Sec. 25. (AB 1233) Effective January 1, 2010.)
  60. 8610.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    Certain nonprofit mutual benefit corporations with no memberships may dissolve by filing a verified certificate, and filing it ends the corporation and its powers.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8610.5. (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 been elected, the incorporator or a majority of the incorporators, may sign and verify a certificate of dissolution stating the following: (1) That the certificate of dissolution is being filed within 24 months from the date the articles of incorporation were filed. (2) That the corporation does not have any debts or other liabilities, except as provided in paragraph (3) and subdivision (d). (3) That the tax liability will be satisfied on a taxes-paid basis, or that a person or corporation or other business entity assumes the tax liability, if any, of the dissolving corporation and is responsible for additional corporate taxes, if any, that are assessed and that become due after the date of the assumption of the tax liability. (4) That a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code. (5) That the corporation was created in error. (6) That the known assets of the corporation remaining after payment of, or adequately providing for, known debts and liabilities have been distributed as required by law or that the corporation acquired no known assets, as the case may be. (7) That a majority of the directors, or, if no directors have been named in the articles or have been elected, the incorporator or a majority of the incorporators authorized the dissolution and elected to dissolve the corporation. (8) That the corporation has not issued any memberships, and if the corporation has received payments for memberships, those payments have been returned to those making the payments. (9) That the corporation is dissolved. (b) A certificate of dissolution signed and verified pursuant to subdivision (a) shall be filed with the Secretary of State. The Secretary of State shall notify the Franchise Tax Board and the Attorney General’s Registry of Charities and Fundraisers of the dissolution. (c) Upon filing a certificate of dissolution pursuant to subdivision (b), a corporation shall be dissolved and its powers, rights, and privileges shall cease. (d) Notwithstanding the administrative dissolution of a corporation pursuant to this section, its liability to creditors, if any, is not discharged. The liability of the directors of, or other persons related to, the administratively dissolved corporation is not discharged. The dissolution of a corporation pursuant to this section shall not diminish or adversely affect the ability of the Attorney General to enforce liabilities as otherwise provided by law. (Amended by Stats. 2023, Ch. 478, Sec. 20. (AB 1756) Effective January 1, 2024.)
  61. 8611.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    When a corporation decides to wind up and dissolve, it must promptly file a certificate of that election.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8611. (a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed. A copy of that certificate shall be filed with the Attorney General if the corporation holds assets in charitable trust or has a charitable dissolution clause. (b) The certificate shall be an officers’ certificate or shall be signed and verified by at least a majority of the directors then in office or by one or more members authorized to do so by approval of a majority of all members (Section 5033) and shall set forth: (1) That the corporation has elected to wind up and dissolve. (2) If the election was made by the vote of members alone, the number of votes for the election and that the election was made by a majority of all members (Section 5033). (3) If the election was made by the board and the members pursuant to paragraph (2) of subdivision (a) of Section 8610, the certificate shall state that it was made by the board and the members in accordance with Section 5034. (4) If the certificate is executed by a member or members, that the subscribing person or persons were authorized to execute the certificate a majority of all members (Section 5033). (5) If the election was made by the board pursuant to subdivision (b) of Section 8610, the circumstances showing the corporation to be within one of the categories described in that subdivision. (c) If an election to dissolve made pursuant to subdivision (a) of Section 8610 is made by the vote of all the members of a corporation with members or by a vote of all members of the board of a corporation without members pursuant to subdivision (b) of Section 8610 and a statement to that effect is added to the certificate of dissolution pursuant to Section 8615, the separate filing of the certificate of election pursuant to this section is not required. (Amended by Stats. 2014, Ch. 834, Sec. 16. (SB 1041) Effective January 1, 2015.)
  62. 8612.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    A voluntary election to wind up and dissolve may be revoked before any assets are distributed, subject to the required member vote or board approval and a certificate filing.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8612. (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 subdivision (a) of Section 8610, by the vote of members representing a majority of the voting power; or (2) if the election was by the board pursuant to subdivision (b) of Section 8610, by approval of the board. Thereupon a certificate evidencing the revocation shall be signed, verified and filed in the manner prescribed by Section 8611 and a copy thereof filed with the Attorney General. (b) The certificate shall set forth: (1) That the corporation has revoked its election to wind up and dissolve. (2) That no assets have been distributed pursuant to the election. (3) If the revocation was made by the vote of members alone, the number of votes for the revocation and that the revocation was made by persons representing at least a majority of the voting power. (4) If the revocation was made by the board alone, the certificate shall so state. (Added by Stats. 1978, Ch. 567.)
  63. 8613.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    Voluntary winding up starts when the required dissolution resolution is adopted, and after that the board keeps acting with full powers to wind up the corporation while the corporation stops ordinary activities except as needed for winding up or preserving value.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8613. (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 8610 by the members, by the board and members, or by the board alone, electing to wind up and dissolve. (b) When a voluntary proceeding for winding up has commenced, the board shall continue to act as a board and shall have full powers to wind up and settle its affairs, both before and after the filing of the certificate of dissolution. (c) When a voluntary proceeding for winding up has commenced, the corporation shall cease to conduct its activities except to the extent necessary for the beneficial winding up thereof, to the extent necessary to carry out its purposes, and except during such period as the board may deem necessary to preserve the corporation’s goodwill or going-concern value pending a sale or other disposition of its assets, or both, in whole or in part. The board shall cause written notice of the commencement of the proceeding for voluntary winding up to be given by mail to all its members (except no notice need be given to the members who voted in favor of winding up and dissolving the corporation), to all known creditors and claimants whose addresses appear on the records of the corporation, and in the case of a corporation holding assets in charitable trust to the Attorney General. (Amended by Stats. 1984, Ch. 812, Sec. 13.)
  64. 8614.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    A superior court may take control of a voluntary winding-up case and issue orders if the statutory conditions are met.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8614. 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) in the case of a corporation holding assets in charitable trust, the Attorney General, or (d) three or more creditors, and upon such notice to the corporation and to other persons interested in the corporation as members and creditors as the court may order, may take jurisdiction over such voluntary winding up proceeding if that appears necessary for the protection of any parties in interest or in the case of a corporation holding assets in charitable trust, for the protection of such assets. The court, if it assumes jurisdiction, may make such orders as to any and all matters concerning the winding up of the affairs of the corporation and the protection of its members, creditors and in the case of a corporation holding assets in charitable trust, for the protection of such assets, as justice and equity may require. The provisions of Chapter 15 (commencing with Section 8510) (except Sections 8510 and 8511) shall apply to such court proceedings. (Added by Stats. 1978, Ch. 567.)
  65. 8615.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    After a corporation has been completely wound up without court proceedings, a majority of the directors in office must sign and verify a certificate of dissolution, and the Secretary of State must notify the Franchise Tax Board when it is filed.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8615. (a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify a certificate of dissolution stating: (1) That the corporation has been completely wound up. (2) That its known debts and liabilities have been actually paid, or adequately provided for, or paid or adequately provided for as far as its assets permitted, or that it has incurred no known debts or liabilities, as the case may be. If there are known debts or liabilities for payment of which adequate provision has been made, the certificate shall state what provision has been made, setting forth the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or such other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability. (3) That its known assets have been distributed to the persons entitled thereto or that it acquired no known assets, as the case may be. (4) That the corporation is dissolved. (5) That all final returns required under the Revenue and Taxation Code, have been or will be filed with the Franchise Tax Board. (b) The certificate of dissolution shall be filed and thereupon the corporate existence shall cease, except for the purpose of further winding up if needed. The Secretary of State shall notify the Franchise Tax Board of the dissolution. (Amended by Stats. 2011, Ch. 442, Sec. 21. (AB 1211) Effective January 1, 2012.)
  66. 8616.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    If a corporation’s term expires without renewal or extension, the board must stop operating and wind up the corporation’s affairs. After the affairs are wound up, a majority of the directors must file a certificate meeting Section 8615’s requirements.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8616. 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 its affairs; and when the affairs of the corporation have been wound up a majority of the directors shall execute and file a certificate conforming to the requirements of Section 8615. (Added by Stats. 1978, Ch. 567.)
  67. 8617.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    The board may ask the superior court to declare the corporation wound up and dissolved instead of filing a dissolution certificate.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8617. (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. Such petition shall be filed in the name of the corporation. (b) Upon the filing of the petition, the court shall make an order requiring all interested persons, including the Attorney General in the case of a corporation holding assets in charitable trust, to show cause why an order shall not be made declaring the corporation duly wound up and dissolved and shall direct that the order be served by notice to all creditors, claimants, and members in the same manner as the notice given under subdivision (b) of Section 8517. (c) Any person claiming to be interested as member, creditor or otherwise may appear in the proceeding at any time before the expiration of 30 days from the completion of publication of the order to show cause and contest the petition, and upon failure to appear such person’s claim shall be barred. (d) Thereafter an order shall be entered and filed and have the effect as prescribed in Sections 8518 and 8519. (Amended by Stats. 1979, Ch. 724.)
  68. 8618.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. )

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    A corporation winding up voluntarily may use this section to dispose of known claims, but its written notice must meet specific content rules and state deadlines.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 16. Voluntary Dissolution [8610 - 8618] ( Chapter 16 added by Stats. 1978, Ch. 567. ) ## 8618. (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. (b) The written notice to known creditors and claimants required by subdivision (c) of Section 8613 shall comply with all of the following requirements: (1) Describe any information that must be included in a claim. (2) Provide a mailing address where a claim may be sent. (3) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the corporation must receive the claim. (4) State that the claim will be barred if not received by the deadline. (c) A claim against the corporation is barred if any of the following occur: (1) A claimant who has been given the written notice under subdivision (b) does not deliver the claim to the corporation by the deadline. (2) A claimant whose claim was rejected by the corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (d) For purposes of this section “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (Added by Stats. 1996, Ch. 589, Sec. 37. Effective January 1, 1997.)
  69. 8710.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    After a dissolution proceeding begins, the directors, officers, or court-appointed persons may act for the corporation to wind up its affairs.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8710. The powers and duties of the directors (or other persons appointed by the court pursuant to Section 8515) and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation: (a) To elect officers and to employ agents and attorneys to liquidate or wind up its affairs. (b) To continue the conduct of the affairs of the corporation insofar as necessary for the disposal or winding up thereof. (c) To carry out contracts and collect, pay, compromise and settle debts and claims for or against the corporation. (d) To defend suits brought against the corporation. (e) To sue, in the name of the corporation, for all sums due or owing to the corporation or to recover any of its property. (f) To collect any amounts remaining unpaid on memberships or to recover unlawful distributions. (g) To sell at public or private sale, exchange, convey or otherwise dispose of all or any part of the assets of the corporation for an amount deemed reasonable by the board without compliance with the provisions of Section 7911 and to execute bills of sale and deeds of conveyance in the name of the corporation. (h) In general, to make contracts and to do any and all things in the name of the corporation which may be proper or convenient for the purposes of winding up, settling and liquidating the affairs of the corporation. (Amended by Stats. 1979, Ch. 724.)
  70. 8711.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    During a winding up proceeding, a board vacancy may be filled under Section 7224.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8711. A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 7224. (Added by Stats. 1978, Ch. 567.)
  71. 8712.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    If directors’ identity or ability to act is in doubt, an interested person may ask the superior court to decide who the directors are or appoint directors to wind up the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8712. 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 interested person, including the Attorney General in the case of corporations holding assets in charitable trust, may petition the superior court of the proper county to determine the identity of the directors or, if there are no directors, to appoint directors to wind up the affairs of the corporation, after hearing upon such notice to such persons as the court may direct. (Added by Stats. 1978, Ch. 567.)
  72. 8713.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    The board must distribute remaining corporate assets after all known debts and liabilities are paid or adequately provided for.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8713. (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 corporate assets in the manner provided in Sections 8715 to 8717, inclusive. (b) If the winding up is by court proceeding or subject to court supervision, the distribution shall not be made until after the expiration of any period for the presentation of claims that has been prescribed by order of the court. (c) Anything to the contrary notwithstanding, assets, if any, which are not subject to attachment, execution or sale for the corporation’s debts and liabilities may be distributed pursuant to Sections 8715 to 8717, inclusive, even though all debts and liabilities have not been paid or adequately provided for. (Added by Stats. 1978, Ch. 567.)
  73. 8714.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    A debt or liability is treated as adequately provided for if payment is assumed or guaranteed in good faith by financially responsible persons or the U.S. government/one of its agencies, or if the amount is deposited under Section 8720.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8714. 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: (a) Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible persons or by the United States government or any agency thereof, and the provision (including the financial responsibility of such persons) was determined in good faith and with reasonable care by the board to be adequate at the time of any distribution of the assets by the board pursuant to this chapter. (b) The amount of the debt or liability has been deposited as provided in Section 8720. This section does not prescribe the exclusive means of making adequate provision for debts and liabilities. (Amended by Stats. 1979, Ch. 724.)
  74. 8715.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    After complying with Section 8713, a corporation must return, transfer, or convey assets covered by a valid condition when that condition has occurred or will occur.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8715. After complying with the provisions of Section 8713, assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has occurred or will occur, shall be returned, transferred, or conveyed in accordance with the condition. (Added by Stats. 1978, Ch. 567.)
  75. 8716.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    Charitable trust assets must be distributed on dissolution under the corporation’s articles or bylaws, subject to any applicable trust terms and court process or Attorney General waiver.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8716. After complying with the provisions of Section 8713: (a) Except as provided in Section 8715 those assets held by a corporation in a charitable trust shall be disposed of on dissolution in conformity with its articles or bylaws subject to complying with the provisions of any trust under which such assets are held. (b) Except as provided in subdivision (c), the disposition required in subdivision (a) shall be made by decree of the superior court of the proper county in proceedings to which the Attorney General is a party. The decree shall be made upon petition therefor by the Attorney General or, upon 30 days’ notice to the Attorney General, by any person concerned in the dissolution. (c) The disposition required in subdivision (a) may be made without the decree of the superior court, subject to the rights of persons concerned in the dissolution, if the Attorney General makes a written waiver of objections to the disposition. (Added by Stats. 1978, Ch. 567.)
  76. 8717.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    On dissolution, a corporation must dispose of its assets after following Section 8713 and unless Sections 8715 or 8716 apply.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8717. After complying with the provisions of Section 8713 and except as otherwise provided in Sections 8715 and 8716, assets held by a corporation shall be disposed of on dissolution as follows: (a) If the articles or bylaws provide the manner of disposition, the assets shall be disposed of in that manner. (b) If the articles or bylaws do not provide the manner of disposition, the assets shall be distributed among the members in accordance with their respective rights therein. (Added by Stats. 1978, Ch. 567.)
  77. 8718.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    Distribution of dissolving corporation assets may be made in money, property, or securities, in installments or all at once, if done fairly and ratably and consistent with the articles, bylaws, and any applicable trust terms.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8718. 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 or as a whole, if this can be done fairly and ratably and in conformity with the provisions of the articles and bylaws and shall be made as soon as reasonably consistent with the beneficial liquidation of the corporation assets. (Added by Stats. 1978, Ch. 567.)
  78. 8719.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    A winding-up corporation with more than one class of memberships may adopt a distribution plan that departs from liquidation rights if the board and each class of members approve it.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8719. (a) If a corporation in process of winding up has more than one class of memberships outstanding, a plan of distribution of the memberships, obligations or securities of any other corporation, domestic or foreign, or assets other than money which is not in accordance with the liquidation rights of any class or classes as specified in the articles or bylaws may nevertheless be adopted if approved by (1) the board and (2) by approval by the members (Section 5034) of each class. The plan may provide that such distribution is in complete or partial satisfaction of the rights of any of such members upon distribution and liquidation of the assets. (b) A plan of distribution so approved shall be binding upon all the members. The board shall cause notice of the adoption of the plan to be given by mail within 20 days after its adoption to all holders of memberships having a liquidation preference. (Amended by Stats. 1979, Ch. 724.)
  79. 8720.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    A corporation may deposit disputed or unclaimed payments, distributions, or claim amounts with the Controller in trust, and the depositary must pay them to the lawful owner on satisfactory proof of title.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8720. (a) If any members, 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 the existence or amount of a claim of a creditor, member or other person is contingent, contested, or not determined, or if the ownership of any memberships is in dispute, the corporation may deposit any such payment, distribution, or the maximum amount of the claim with the Controller in trust for the benefit of those lawfully entitled to the payment, distribution, or the amount of the claim. The payment or distribution shall be paid over by the depositary to the lawful owners, their representatives or assigns, upon satisfactory proof of title. (b) For the purpose of providing for the transmittal, receipt, accounting for, claiming, management, and investment of all money or other property deposited with the Controller under subdivision (a), the money or other property shall be deemed to be paid or delivered for deposit with the Controller under Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure, and may be recovered in the manner prescribed in that chapter. (Amended by Stats. 1996, Ch. 860, Sec. 3. Effective January 1, 1997.)
  80. 8721.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    When a corporation is winding up, improperly distributed assets may be recovered, creditors may sue in the corporation’s name, and liable members have contribution rights.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8721. (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 of the debts and liabilities of the corporation, any amount so improperly distributed to any person may be recovered by the corporation. Any of such persons may be joined as defendants in the same action or be brought in on the motion of any other defendant. (b) Suit may be brought in the name of the corporation to enforce the liability under subdivision (a) against any or all persons receiving the distribution by any one or more creditors of the corporation, whether or not they have reduced their claims to judgment. (c) Members who satisfy any liability under this section shall have the right of ratable contribution from other distributees similarly liable. Any member who has been compelled to return to the corporation more than the member’s ratable share of the amount needed to pay the debts and liabilities of the corporation may require that the corporation recover from any or all of the other distributees such proportion of the amounts received by them upon the improper distribution as to give contribution to those held liable under this section and make the distribution of the assets fair and ratable, according to the respective rights and preferences of the memberships, after payment or adequate provision for payment of all the debts and liabilities of the corporation. (d) As used in this section, “process of winding up” includes proceedings under Chapters 15 (commencing with Section 8510) and 16 (commencing with Section 8610) and also any other distribution of assets to persons made in contemplation of termination or abandonment of the corporate business. (Amended by Stats. 1979, Ch. 724.)
  81. 8722.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    A dissolved corporation may keep existing only to wind up its affairs and finish related legal and asset matters, but it may not keep carrying on its normal activities except as needed for winding up.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8722. (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 discharge obligations, dispose of and convey its property and collect and divide its assets, but not for the purpose of continuing its activities except so far as necessary for the winding up thereof. (b) No action or proceeding to which a corporation is a party abates by the dissolution of the corporation or by reason of proceedings for winding up and dissolution thereof. (c) Any assets inadvertently or otherwise omitted from the winding up continue in the dissolved corporation for the benefit of the persons entitled thereto upon dissolution of the corporation and on realization shall be distributed accordingly. (Added by Stats. 1978, Ch. 567.)
  82. 8723.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    After dissolution, claims may be enforced against the dissolved corporation or certain recipients of distributed assets, but there are limits and deadlines.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8723. (a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of the following: (A) Against the dissolved corporation, to the extent of its undistributed assets, including, without limitation, any insurance assets held by the corporation that may be available to satisfy claims. (B) If any of the assets of the dissolved corporation have been distributed to other persons, against those persons to the extent of their pro rata share of the claim or to the extent of the corporate assets distributed to them upon dissolution of the corporation, whichever is less. The total liability of a person under this section may not exceed the total amount of assets of the dissolved corporation distributed to that person upon dissolution of the corporation. (2) Except as set forth in subdivision (c), all causes of action against a person to whom assets were distributed arising under this section are extinguished unless the claimant commences a proceeding to enforce the cause of action against that person prior to the earlier of the following: (A) The expiration of the statute of limitations applicable to the cause of action. (B) Four years after the effective date of the dissolution of the corporation. (3) As a matter of procedure only, and not for purposes of determining liability, persons to whom assets of a dissolved corporation are distributed may be sued in the name of the corporation upon any cause of action against the corporation. This section does not affect the rights of the corporation or its creditors under Section 2009, or the rights, if any, of creditors under the Uniform Voidable Transactions Act, which may arise against persons to whom those assets are distributed. (4) This subdivision applies to corporations dissolved on or after January 1, 2000. Corporations dissolved prior to that date are subject to the law in effect prior to that date. (b) Summons or other process against the corporation may be served by delivering a copy thereof to an officer, director, or person having charge of its assets or, if none of these persons can be found, to any agent upon whom process might be served at the time of dissolution. If none of those persons can be found with due diligence and it is so shown by affidavit to the satisfaction of the court, then the court may make an order that summons or other process be served upon the dissolved corporation by personally delivering a copy thereof, together with a copy of the order, to the Secretary of State or an assistant or deputy secretary of state, with an additional copy of the summons or other process and order being delivered to the Attorney General in the case of a corporation that at the commencement of the dissolution proceedings held assets in charitable trust. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State, or in the case of a corporation that at the commencement of the dissolution proceedings held assets in charitable trust, upon the 10th day after the later of delivery of process to the Secretary of State or Attorney General. (c) The corporation shall survive and continue to exist indefinitely for the purpose of being sued in any quiet title action. Any judgment rendered in that action shall bind each of its members or other persons having any equity or other interest in the corporation, to the extent of their interest therein, and that action shall have the same force and effect as an action brought under the provisions of Sections 410.50 and 410.60 of the Code of Civil Procedure. Service of summons or other process in that action may be made as provided in Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure or as provided in subdivision (b). (d) Upon receipt of that process and the fee therefor, the Secretary of State forthwith shall give notice to the corporation as provided in Section 1702. (Amended by Stats. 2019, Ch. 143, Sec. 30. (SB 251) Effective January 1, 2020.)
  83. 8724.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. )

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    An owners’ association may not transfer all or substantially all of its assets or file a certificate of dissolution, and a court may not enter an order declaring it dissolved, unless the provision’s approval condition is met and the stated development-related condition continues to apply.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724] ( Chapter 17 added by Stats. 1978, Ch. 567. ) ## 8724. Without the approval of 100 percent of the members, any contrary provision in this part or the articles or bylaws notwithstanding, so long as there is any lot, parcel, area, apartment, or unit for which an owners’ association, created in connection with any of the forms of development referred to in Section 11004.5 of the Business and Professions Code, is obligated to provide management, maintenance, preservation, or control, the following shall apply: (a) The owners’ association or any person acting on its behalf shall not do either of the following: (1) Transfer all or substantially all of its assets. (2) File a certificate of dissolution. (b) No court shall enter an order declaring the owners’ association duly wound up and dissolved. (Amended by Stats. 2006, Ch. 538, Sec. 80. Effective January 1, 2007.)
  84. 8810.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. )

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    If a corporation fails to file the Section 8210 statement, the Secretary of State must notify it and may later certify it to the Franchise Tax Board, which must assess a $50 penalty unless an exception applies.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. ) ## 8810. (a) Upon the failure of a corporation to file the statement required by Section 8210, the Secretary of State shall provide a notice of such delinquency to the corporation. The notice shall also contain information concerning the application of this section, and advise the corporation of the penalty imposed by Section 19141 of the Revenue and Taxation Code for failure to timely file the required statement after notice of delinquency has been provided by the Secretary of State. If, within 60 days after providing notice of the delinquency, a statement pursuant to Section 8210 has not been filed by the corporation, the Secretary of State shall certify the name of the corporation to the Franchise Tax Board. (b) Upon certification pursuant to subdivision (a), the Franchise Tax Board shall assess against the corporation a penalty of fifty dollars ($50) pursuant to Section 19141 of the Revenue and Taxation Code. (c) The penalty herein provided shall not apply to a corporation which on or prior to the date of certification pursuant to subdivision (a) has dissolved, has converted to another type of business entity, or has been merged into another corporation or other business entity. (d) The penalty herein provided shall not apply and the Secretary of State need not provide a notice of the delinquency to a corporation the corporate powers, rights, and privileges of which have been suspended by the Franchise Tax Board pursuant to Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code on or prior to, and remain suspended on, the last day of the filing period pursuant to Section 8210. The Secretary of State need not provide notice of the filing requirement pursuant to Section 8210, to a corporation the corporate powers, rights, and privileges of which have been so suspended by the Franchise Tax Board on or prior to, and remain suspended on, the day the Secretary of State prepares the notice for sending. (e) If, after certification pursuant to subdivision (a) the Secretary of State finds the required statement was filed before the expiration of the 60-day period after providing the notice of delinquency, the Secretary of State shall promptly decertify the name of the corporation to the Franchise Tax Board. The Franchise Tax Board shall then promptly abate any penalty assessed against the corporation pursuant to Section 19141 of the Revenue and Taxation Code. (f) If the Secretary of State determines that the failure of a corporation to file a statement required by Section 8210 is excusable because of reasonable cause or unusual circumstances which justify the failure, the Secretary of State may waive the penalty imposed by this section and by Section 19141 of the Revenue and Taxation Code, in which case the Secretary of State shall not certify the name of the corporation to the Franchise Tax Board, or if already certified, the Secretary of State shall promptly decertify the name of the corporation. (Amended by Stats. 2014, Ch. 834, Sec. 17. (SB 1041) Effective January 1, 2015.)
  85. 8811.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. )

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    Promoters, directors, and officers of a corporation must not knowingly and willfully issue or consent to issuing memberships or membership certificates to defraud members or creditors.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. ) ## 8811. Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents to the issuance of memberships or membership certificates with intent to defraud present or future members or creditors is guilty of a misdemeanor punishable by a fine of not more than one thousand dollars ($1,000) or by imprisonment in county jail for not more than one year or by both such fine and imprisonment. (Added by Stats. 1978, Ch. 567.)
  86. 8812.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. )

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    A corporation director commits a crime if, knowingly and with dishonest or fraudulent purpose, they help approve an asset distribution that is not allowed by this part.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. ) ## 8812. 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 of assets, except in the case and in the manner allowed by this part, either with the design of defrauding creditors or members or of giving a false appearance to the value of the membership and thereby defrauding purchasers is guilty of a crime. Each such crime is punishable by imprisonment pursuant to subdivision (h) of Section 1170 of the Penal Code, or by a fine of not more than one thousand dollars ($1,000) or imprisonment in a county jail for not more than one year, or by both that fine and imprisonment. (Amended by Stats. 2011, Ch. 15, Sec. 42. (AB 109) Effective April 4, 2011. Operative October 1, 2011, by Sec. 636 of Ch. 15, as amended by Stats. 2011, Ch. 39, Sec. 68.)
  87. 8813.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. )

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    Directors and officers of a corporation commit a crime if they knowingly publish materially false financial statements, exaggerated reports, or misleading papers, or if they refuse to make required book entries or notices.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. ) ## 8813. (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 (1) any materially false report or statement as to the financial condition of the corporation, or (2) any willfully or fraudulently exaggerated report, prospectus, account or statement of operations, financial condition or prospects, or (3) any other paper intended to give, and having a tendency to give, a membership in such corporation a greater or lesser value than it really possesses. (b) Every director or officer of any corporation is guilty of a crime who refuses to make or direct to be made any book entry or the posting of any notice required by law in the manner required by law. (c) A violation of subdivision (a) or (b) of this section shall be punishable by imprisonment in state prison or by a fine of not more than one thousand dollars ($1,000) or imprisonment in the county jail for not more than one year or both such fine and imprisonment. (Added by Stats. 1978, Ch. 567.)
  88. 8814.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. )

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    Certain directors, officers, agents, and members commit a crime if they defraud the corporation by mishandling corporate property or falsifying corporate records.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. ) ## 8814. (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 to defraud, omits to make, or to cause or direct to be made, a full and true entry thereof in the books or accounts of the corporation is guilty of a crime. (b) Every director, officer, agent or member of any corporation who, with intent to defraud, destroys, alters, mutilates or falsifies any of the books, papers, writings or securities belonging to the corporation or makes or concurs in omitting to make any material entry in any book of accounts or other record or document kept by the corporation is guilty of a crime. (c) Each crime specified in this section is punishable by imprisonment in state prison, or by imprisonment in a county jail for not exceeding one year, or a fine not exceeding one thousand dollars ($1,000), or both such fine and imprisonment. (Added by Stats. 1978, Ch. 567.)
  89. 8815.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. )

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    Certain corporate insiders and organizers must not knowingly show false, forged, or altered evidence to authorized public officers or boards to deceive them.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. ) ## 8815. 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 instrument of evidence to any public officer or board authorized by law to examine the organization of such corporation or to investigate its affairs, with intent to deceive such officer or board in respect thereto, is punishable by imprisonment pursuant to subdivision (h) of Section 1170 of the Penal Code, or by imprisonment in a county jail for not exceeding one year. (Amended by Stats. 2011, Ch. 15, Sec. 43. (AB 109) Effective April 4, 2011. Operative October 1, 2011, by Sec. 636 of Ch. 15, as amended by Stats. 2011, Ch. 39, Sec. 68.)
  90. 8816.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. )

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    A person may not, without authorization, use another person’s name in a corporation’s prospectus, circular, advertisement, or announcement to make it appear that the named person is an officer, agent, or promoter.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. ) ## 8816. Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular or other advertisement or announcement of any corporation, whether existing or intended to be formed, with intent to permit the document to be published and thereby to lead persons to believe that the person whose name is so subscribed is an officer, agent or promoter of such corporation, when in fact no such relationship exists to the knowledge of such person, is guilty of a misdemeanor. (Added by Stats. 1978, Ch. 567.)
  91. 8817.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. )

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    The state keeps its power to punish conduct that is a crime under another statute.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 18. Crimes and Penalties [8810 - 8817] ( Chapter 18 added by Stats. 1978, Ch. 567. ) ## 8817. 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. (Added by Stats. 1978, Ch. 567.)
  92. 8910.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 19. Foreign Corporations [8910- 8910.] ( Chapter 19 added by Stats. 1978, Ch. 567. )

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    Foreign corporations doing intrastate business must follow Chapter 21 of Division 1, unless this part provides otherwise, and Section 2115 does not apply.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. ) ## CHAPTER 19. Foreign Corporations [8910- 8910.] ( Chapter 19 added by Stats. 1978, Ch. 567. ) ## 8910. 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 and except that Section 2115 shall not be applicable. (Amended by Stats. 1997, Ch. 187, Sec. 9. Effective January 1, 1998.)
  93. 9.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. )

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    References to this code or another California law include amendments and additions made now or later.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 9. Whenever reference is made to any portion of this code or of any other law of this State, the reference applies to all amendments and additions now or hereafter made. (Enacted by Stats. 1947, Ch. 1038.)
  94. 900.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

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    A corporation may amend its articles if it follows this chapter and keeps the amended articles within the legal limits stated here.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 900. (a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects as may be desired, so long as its articles as amended contain only such provisions as it would be lawful to insert in original articles filed at the time of the filing of the amendment and, if a change in shares or the rights of shareholders or an exchange, reclassification or cancellation of shares or rights of shareholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification or cancellation. It is the intent of the Legislature in adopting this section to exercise to the fullest extent the reserve power of the state over corporations and to authorize any amendment of the articles covered by the preceding sentence regardless of whether any provision contained in the amendment was permissible at the time of the original incorporation of the corporation. (b) A corporation shall not amend its articles to add any statement or to alter any statement that may appear in the original articles of the initial street address and initial mailing address of the corporation, the names and addresses of the first directors, or the name and address of the initial agent, except to correct an error in the statement or to delete the information after the corporation has filed a statement under Section 1502. (Amended by Stats. 2012, Ch. 494, Sec. 5. (SB 1532) Effective January 1, 2013.)
  95. 901.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

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    Before shares are issued, an amendment to the articles may be adopted in writing, signed by a majority of the incorporators or, in some cases, a majority of the directors.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 901. Before any shares have been issued, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, if directors were not named in the original articles and have not been elected, or, if directors were named in the original articles or have been elected, by a majority of the directors. (Added by Stats. 1975, Ch. 682.)
  96. 902.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

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    Section 902 sets when corporate articles may be amended and when board-only approval is enough.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 902. (a) After any shares have been issued, amendments may be adopted if approved by the board and approved by the outstanding shares (Section 152), either before or after the approval by the board. (b) Notwithstanding subdivision (a), an amendment extending the corporate existence or making the corporate existence perpetual may be adopted by a corporation organized prior to August 14, 1929, with approval by the board alone. (c) Notwithstanding subdivision (a), unless the corporation has more than one class of shares outstanding, an amendment effecting only a stock split (including an increase in the authorized number of shares in proportion thereto) may be adopted with approval by the board alone. (d) Notwithstanding subdivision (a), an amendment deleting the initial street address and initial mailing address of the corporation, the names and addresses of the first directors, or the name and address of the initial agent may be adopted with approval by the board alone. (e) Whenever the articles require for corporate action the vote of a larger proportion or of all of the shares of any class or series, or of a larger proportion or of all of the directors, than is otherwise required by this division, the provision in the articles requiring such greater vote shall not be altered, amended or repealed except by such greater vote unless otherwise provided in the articles. (f) Notwithstanding subdivision (a), any amendment reducing the vote required for an amendment pursuant to subdivision (c) of Section 158 may not be adopted unless approved by the affirmative vote of at least two-thirds of each class of outstanding shares or such other vote as may then be specified by the articles of the corporation. (Amended by Stats. 2012, Ch. 494, Sec. 6. (SB 1532) Effective January 1, 2013.)
  97. 903.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Some proposed amendments to corporate articles need approval from the outstanding shares of the affected class, and sometimes also from the outstanding voting shares.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 903. (a) A proposed amendment must be approved by the outstanding shares (Section 152) of a class, whether or not such class is entitled to vote thereon by the provisions of the articles, if the amendment would: (1) Increase or decrease the aggregate number of authorized shares of such class, other than an increase as provided in either subdivision (b) of Section 405 or subdivision (c) of Section 902. (2) Effect an exchange, reclassification, or cancellation of all or part of the shares of such class, including a reverse stock split but excluding a stock split. (3) Effect an exchange, or create a right of exchange, of all or part of the shares of another class into the shares of such class. (4) Change the rights, preferences, privileges or restrictions of the shares of such class. (5) Create a new class of shares having rights, preferences or privileges prior to the shares of such class, or increase the rights, preferences or privileges or the number of authorized shares of any class having rights, preferences or privileges prior to the shares of such class. (6) In the case of preferred shares, divide the shares of any class into series having different rights, preferences, privileges or restrictions or authorize the board to do so. (7) Cancel or otherwise affect dividends on the shares of such class which have accrued but have not been paid. (b) Different series of the same class shall not constitute different classes for the purpose of voting by classes except when a series is adversely affected by an amendment in a different manner than other shares of the same class. (c) In addition to approval by a class as provided in subdivision (a), a proposed amendment must also be approved by the outstanding voting shares (Section 152). (Amended by Stats. 1997, Ch. 136, Sec. 4. Effective January 1, 1998.)
  98. 904.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Certain amendments of the articles need approval from affected shares, and a mutual water company has a two-thirds approval rule for some of those amendments.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 904. (a) Except as provided in subdivision (b), if any amendment of the articles would make shares assessable or would authorize remedy by action for the collection of an assessment on fully paid shares, it shall be approved by all of the outstanding shares affected regardless of limitations or restrictions on the voting rights thereof. (b) If a corporation is a mutual water company within the meaning of Section 2705 of the Public Utilities Code, an amendment of the articles to make the shares assessable or to amend prior article provisions authorizing assessment of shares shall be approved by the holders of at least two-thirds of the outstanding shares of any class affected by the amendment regardless of limitations or restrictions on the voting rights thereof. However, if the amendment would authorize remedy by action for the collection of an assessment on fully paid shares, the amendment shall be approved pursuant to subdivision (a). (Amended by Stats. 1990, Ch. 677, Sec. 1.)
  99. 905.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    If a corporation adopts an amendment after it has issued shares, it must file a certificate of amendment.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 905. In the case of amendments adopted after the corporation has issued any shares, the corporation shall file a certificate of amendment, which shall consist of an officers’ certificate stating: (a) The wording of the amendment or amended articles in accordance with Section 907; (b) That the amendment has been approved by the board; (c) If the amendment is one for which the approval of the outstanding shares (Section 152) is required, that the amendment was approved by the required vote of shareholders in accordance with Section 902, 903 or 904; the total number of outstanding shares of each class entitled to vote with respect to the amendment; and that the number of shares of each class voting in favor of the amendment equaled or exceeded the vote required, specifying the percentage vote required of each class entitled to vote; and (d) If the amendment is one which may be adopted with approval by the board alone, a statement of the facts entitling the board alone to adopt the amendment. In the event of an amendment of the articles pursuant to a merger, the filing of the officers’ certificate and agreement pursuant to Section 1103 or a certificate of ownership pursuant to subdivision (d) of Section 1110 shall be in lieu of any filing required under this chapter. (Amended by Stats. 1976, Ch. 641.)
  100. 906.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    If amendments are adopted by the incorporators or board under Section 901, the corporation must file a signed and verified certificate of amendment. If the amendments were adopted by the board under Section 901, the corporation may instead file under Section 905.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 906. In the case of amendments adopted by the incorporators or the board under Section 901, the corporation shall file a certificate of amendment signed and verified by a majority of the incorporators or of the board, as the case may be, which shall state that the signers thereof constitute at least a majority of the incorporators or of the board, that the corporation has issued no shares and that they adopt the amendment or amendments therein set forth. In the case of amendments adopted by the incorporators, the certificate shall also state that directors were not named in the original articles and have not been elected. In the case of amendments adopted by the board under Section 901, the corporation may file a certificate of amendment pursuant to Section 905 in lieu of a certificate of amendment pursuant to this section. (Amended by Stats. 1978, Ch. 370.)
  101. 907.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

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    This section says a certificate of amendment must state how the amendment changes the articles, and in some cases must also state the effect on outstanding shares.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 907. (a) The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (1) By stating that the articles shall be amended to read as therein set forth in full. (2) By stating that any provision of the articles, which shall be identified by the numerical or other designation given it in the articles or by stating the wording thereof, shall be stricken from the articles or shall be amended to read as set forth in the certificate. (3) By stating that the provisions set forth therein shall be added to the articles. (b) If the purpose of the amendment is to effect a stock split or reverse stock split or to reclassify, cancel, exchange, or otherwise change outstanding shares, the amended articles shall state the effect thereof on outstanding shares. (c) In the event of an amendment to change the statement of authorized shares from a single class of shares to two classes, the shares outstanding immediately prior to the amendment are automatically considered to be the same number of shares of the common stock class. If the designation of only one of the two classes includes “common,” that class is the common stock class. If the designation of both classes or of neither class includes “common” but one of the two classes has limited or no voting rights, the class whose voting rights are not limited is the common stock class for the purpose of this subdivision. This subdivision has no application if the amendment of articles includes a statement of the effect of the amendment on outstanding shares pursuant to subdivision (b). (d) An amendment which adds or eliminates a stated par value or changes the stated par value and which does not also state the effect of the amendment on outstanding shares is not thereby subject to subdivision (b). (Amended by Stats. 1985, Ch. 764, Sec. 1.)
  102. 908.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

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    When the certificate of amendment is filed, the articles are amended to match it, and related share changes take effect.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 908. Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any stock split, reverse stock split, reclassification, cancellation, exchange or other change in shares shall be effected, and a copy of the certificate, certified by the Secretary of State, is prima facie evidence of the performance of the conditions necessary to the adoption of the amendment. (Amended by Stats. 1979, Ch. 711.)
  103. 909.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

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    A limited-term corporation may extend its existence after the term expires if it has kept acting and doing business as a corporation, and it must do so by amending its articles for perpetual existence.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 909. A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, if it has continuously acted as a corporation and done business as such, extend the term of its existence by an amendment to its articles removing any provision limiting the term of its existence and providing for perpetual existence. If the filing of the certificate of amendment providing for perpetual existence would be prohibited if it were original articles by the provisions of Section 201, the Secretary of State shall not file such certificate unless by the same or a concurrently filed certificate of amendment the articles of such corporation are amended to adopt a new available name. For the purpose of the adoption of any such amendment, persons who have been functioning as directors of such corporation shall be considered to have been validly elected even though their election may have occurred after the expiration of the original term of the corporate existence. The certificate of amendment shall set forth that the corporation continuously acted as a corporation and did business as such from the expiration of its term of corporate existence to the date of the amendment. (Added by Stats. 1975, Ch. 682.)
  104. 910.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

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    A corporation may file a restated articles certificate, and the certificate must follow specific approval, content, and amendment rules.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 910. (a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers’ certificate or, in circumstances where incorporators or the board may amend a corporation’s articles pursuant to Sections 901 and 906, a certificate signed and verified by a majority of the incorporators or the board, as applicable, entitled Restated Articles of Incorporation, which shall set forth the articles as amended to the date of the filing of the certificate, except that the signatures and acknowledgments of the articles by the incorporators and any statements regarding the effect of any prior amendment upon outstanding shares and any provisions of agreements of merger (other than amendments to the articles of the surviving corporation) and the initial street address and initial mailing address of the corporation and the names and addresses of the first directors and of the initial agent for service of process shall be omitted (except that the initial street address and initial mailing address of the corporation, the names and addresses of the initial agent for service of process and, if previously set forth in the articles, the initial directors, shall not be omitted before the time that the corporation has filed a statement under Section 1502). Such omissions are not alterations or amendments of the articles. The certificate may also itself alter or amend the articles in any respect, in which case the certificate must comply with Section 905 or 906, as the case may be, and Section 907. (b) If the certificate does not itself alter or amend the articles in any respect, it shall be approved by the board or, before the issuance of any shares and the naming and election of directors, by a majority of the incorporators, and shall be subject to the provisions of this chapter relating to an amendment of the articles not requiring any approval of the outstanding shares (Section 152). If the certificate does itself alter or amend the articles, it shall be subject to the provisions of this chapter relating to the amendment or amendments so made and, except for certificates approved by a majority of the incorporators, the certificate shall also state that the board has approved the restated articles. (c) Certificates of determination are a part of the articles within the meaning of this section. The provisions of such a certificate shall be given an article designation in the restated articles. (d) Restated articles of incorporation filed pursuant to this section shall supersede for all purposes the original articles and all amendments and certificates of determination filed prior thereto. (Amended by Stats. 2022, Ch. 617, Sec. 18. (SB 1202) Effective January 1, 2023.)
  105. 911.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. )

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    A corporation may amend its articles to change into certain other corporation types, but some status changes require specific approval and related document changes.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 9. Amendment of Articles [900 - 911] ( Chapter 9 added by Stats. 1975, Ch. 682. ) ## 911. (a) A corporation may, by amendment of its articles pursuant to this section, change its status to that of a social purpose corporation, nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation. (b) The amendment of the articles to change status to a nonprofit corporation shall revise the statement of purpose, delete the authorization for shares and any other provisions relating to authorized or issued shares, make such other changes as may be necessary or desired, and, if any shares have been issued, provide either for the cancellation of those shares or for the conversion of those shares to memberships of the nonprofit corporation. The amendment of the articles to change status to a cooperative corporation shall revise the statement of purpose, make such other changes as may be necessary or desired, and, if any shares have been issued, provide for the cancellation of those shares or for the conversion of those shares to memberships of the cooperative corporation, if necessary. (c) If shares have been issued, an amendment to change status to a nonprofit corporation shall be approved by all of the outstanding shares of all classes regardless of limitations or restrictions on the voting rights thereof and an amendment to change status to a cooperative corporation shall be approved by the outstanding shares (Section 152) of each class regardless of limitations or restrictions on the voting rights thereof. (d) In the case of a change of status to a social purpose corporation: (1) The corporation shall modify the name of the corporation, revise the statement of purpose, include the statement required by subparagraph (B) of paragraph (3) of subdivision (b) of Section 2602, and make such other conforming changes as may be necessary or desired. (2) The amendment shall be approved by the affirmative vote of at least two-thirds of each class, or a greater vote if required in the articles, of outstanding shares (Section 152) of that changing corporation. (e) If an amendment pursuant to this section is included in a merger agreement, the provisions of this section apply, except that any provision for cancellation or conversion of shares shall be in the merger agreement rather than in the amendment of the articles. (f) Notwithstanding subdivision (c), if a corporation is a mutual water company within the meaning of Section 2705 of the Public Utilities Code and under the terms of the status change each outstanding share is converted to a membership of a nonprofit mutual benefit corporation, an amendment to change status to a nonprofit mutual benefit corporation shall be approved by the outstanding shares (Section 152) of each class regardless of limitations or restrictions on the voting rights thereof. (Amended by Stats. 2014, Ch. 694, Sec. 4. (SB 1301) Effective January 1, 2015.)
  106. 9110.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Title and Purposes [9110 - 9111] ( Article 1 added by Stats. 1978, Ch. 567. )

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    This section names this part the Nonprofit Religious Corporation Law and allows it to be cited that way.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Title and Purposes [9110 - 9111] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9110. This part shall be known and may be cited as the Nonprofit Religious Corporation Law. (Added by Stats. 1978, Ch. 567.)
  107. 9111.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Title and Purposes [9110 - 9111] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A corporation may be formed under this part for religious purposes, if no other state law for that type of corporation or activity prevents it.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Title and Purposes [9110 - 9111] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9111. 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 primarily or exclusively for any religious purposes. (Added by Stats. 1978, Ch. 567.)
  108. 9120.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Formation [9120 - 9122] ( Article 2 added by Stats. 1978, Ch. 567. )

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    One or more persons may form a corporation by filing articles of incorporation. If initial directors are named, they must sign and acknowledge the articles; if not, the incorporators must sign. Corporate existence starts when the articles are filed and continues unless law or the articles say otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Formation [9120 - 9122] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9120. (a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named in the articles, each director named in the articles shall sign and acknowledge the articles; if initial directors are not named in the articles, the articles shall be signed by one or more persons who thereupon are the incorporators of the corporation. (c) The corporate existence begins upon the filing of the articles and continues perpetually, unless otherwise expressly provided by law or in the articles. (Amended by Stats. 1983, Ch. 1085, Sec. 6.)
  109. 9121.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Formation [9120 - 9122] ( Article 2 added by Stats. 1978, Ch. 567. )

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    An existing unincorporated association may become a corporation if the association properly authorizes the change under its own rules and procedures.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Formation [9120 - 9122] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9121. (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 rules and procedures. (b) In addition to the matters required to be set forth in the articles pursuant to Section 9130, the articles in the case of an incorporation authorized by subdivision (a) shall set forth that an existing unincorporated association, stating its name, is being incorporated by the filing of the articles. (c) The articles filed pursuant to this section shall be accompanied by a verified statement of any two officers or governing board members of the association stating that the incorporation of the association by means of the articles to which the verified statement is attached has been approved by the association in accordance with its rules and procedures. (d) Upon the change of status of an unincorporated association to a corporation pursuant to subdivision (a), the property of the association becomes the property of the corporation and the members of the association who had any voting rights of the type referred to in Section 5056 become members of the corporation. (e) The filing for records in the office of the county recorder of any county in this state in which any of the real property of the association is located of a copy of the articles of incorporation filed pursuant to this section, certified by the Secretary of State, shall evidence record ownership in the corporation of all interests of the association in and to the real property located in that county. (f) All rights of creditors and all liens upon the property of the association shall be preserved unimpaired. Any action or proceeding pending by or against the unincorporated association may be prosecuted to judgment, which shall bind the corporation, or the corporation may be proceeded against or substituted in its place. (g) If a corporation is organized by a person who is or was an officer, director or member of an unincorporated association and such corporation is not organized pursuant to subdivision (a), the unincorporated association may continue to use its name and the corporation may not use a name which is the same as or similar to the name of the unincorporated association. (Amended by Stats. 1981, Ch. 587, Sec. 48.)
  110. 9122.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Formation [9120 - 9122] ( Article 2 added by Stats. 1978, Ch. 567. )

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    The Secretary of State cannot file certain corporate names, and corporation names must not mislead the public or be too similar to restricted names.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Formation [9120 - 9122] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9122. (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 Financial Protection and Innovation is attached thereto. (b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: (1) The name of any corporation. (2) The name of any foreign corporation authorized to transact intrastate business in this state. (3) Each name that is under reservation pursuant to this title. (4) The name of a foreign corporation that has registered its name pursuant to Section 2101. (5) An alternate name of a foreign corporation under subdivision (b) of Section 2106. (6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date. (c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. (d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). (Amended by Stats. 2022, Ch. 617, Sec. 67. (SB 1202) Effective January 1, 2023.)
  111. 9130.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. )

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    Articles of incorporation for a corporation formed under this part must include specified information.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9130. The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) The following statement: “This corporation is a religious corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Religious Corporation Law (primarily or exclusively [insert one or both]) for religious purposes.” [The articles may include a further description of the corporation’s purpose.] (c) The name and street address in this state of the corporation’s initial agent for service of process in accordance with subdivision (b) of Section 6210 (made applicable pursuant to Section 9660). (d) The initial street address of the corporation. (e) The initial mailing address of the corporation, if different from the initial street address. (Amended by Stats. 2012, Ch. 494, Sec. 24. (SB 1532) Effective January 1, 2013.)
  112. 9131.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. )

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    The articles of incorporation may include an additional statement limiting the corporation’s purposes or powers.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9131. The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation. (Added by Stats. 1978, Ch. 567.)
  113. 9132.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. )

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    Nonprofit religious corporation articles may include certain governance and organizational provisions, but only if the articles expressly provide for them.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9132. (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 the corporation’s existence to a specified date. (2) In the case of a subordinate corporation instituted or created under the authority of a head organization, a provision setting forth either or both of the following: (A) That the subordinate corporation shall dissolve whenever its charter is surrendered to, taken away by, or revoked by the head organization granting it. (B) That in the event of its dissolution pursuant to an article provision allowed by subparagraph (A) or in the event of its dissolution for any reason, any assets of the corporation after compliance with the applicable provisions of Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) (made applicable pursuant to Section 9680) shall be distributed to the head organization. (b) Nothing contained in subdivision (a) shall affect the enforceability, as between the parties thereto, of any lawful agreement not otherwise contrary to public policy. (c) The articles of incorporation may set forth any or all of the following provisions: (1) The names and addresses of the persons appointed to act as initial directors. (2) The classes of members, if any, and if there are two or more classes, the rights, privileges, preferences, restrictions and conditions attaching to each class. (3) A provision which would allow any member to have more or less than one vote in any election or other matter presented to the members for a vote. (4) A provision that requires an amendment to the articles or to the bylaws, and any amendment or repeal of that amendment, to be approved in writing by a specified person or persons other than the board or the members. However, this approval requirement, unless the articles or the bylaws specify otherwise, shall not apply if any of the following circumstances exist: (A) The specified person or persons have died or ceased to exist. (B) If the right of the specified person or persons to approve is in the capacity of an officer, trustee, or other status and the office, trust, or status has ceased to exist. (C) If the corporation has a specific proposal for amendment or repeal, and the corporation has provided written notice of that proposal, including a copy of the proposal, to the specified person or persons at the most recent address for each of them, based on the corporation’s records, and the corporation has not received written approval or nonapproval within the period specified in the notice, which shall not be less than 10 nor more than 30 days commencing at least 20 days after the notice has been provided. (5) Any other provision, not in conflict with law, for the management of the activities and for the conduct of the affairs of the corporation, including any provision which is required or permitted by this part to be stated in the bylaws. (Amended by Stats. 2009, Ch. 631, Sec. 26. (AB 1233) Effective January 1, 2010.)
  114. 9133.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A Secretary of State–certified copy of a corporation’s articles is conclusive evidence that the corporation was formed, except in an action in the nature of quo warranto.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9133. 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 corporation and prima facie evidence of its corporate existence. (Added by Stats. 1978, Ch. 567.)
  115. 9134.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. )

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    If the articles do not name initial directors, the incorporator(s) may take the steps needed to complete the corporation’s organization until directors are elected.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Articles of Incorporation [9130 - 9134] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9134. 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 corporation, including the adoption and amendment of bylaws of the corporation and the election of directors and officers. (Amended by Stats. 1979, Ch. 724.)
  116. 9140.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Powers [9140 - 9143] ( Article 4 added by Stats. 1978, Ch. 567. )

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    A corporation has the powers of a natural person when carrying out its activities, subject to its articles or bylaws and other applicable laws.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Powers [9140 - 9143] ( Article 4 added by Stats. 1978, Ch. 567. ) ## 9140. 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, shall have all of the powers of a natural person, including, without limitation, the power to: (a) Adopt, use, and at will alter a corporate seal, but failure to affix a seal does not affect the validity of any instrument. (b) Adopt, amend, and repeal bylaws. (c) Qualify to conduct its activities in any other state, territory, dependency, or foreign country. (d) Issue, purchase, redeem, receive, take or otherwise acquire, own, sell, lend, exchange, transfer or otherwise dispose of, pledge, use, and otherwise deal in and with its own bonds, debentures, notes, and debt securities. (e) Issue memberships. (f) Pay pensions, and establish and carry out pension, deferred compensation, saving, thrift, and other retirement, incentive, and benefit plans, trusts, and provisions for any or all of its directors, officers, employees, and persons providing services to it or any of its subsidiary or related or associated corporations, and to indemnify and purchase and maintain insurance on behalf of any fiduciary of such plans, trusts, or provisions. (g) Levy dues, assessments, and fees. (h) Make donations for the public welfare or for community funds, hospital, charitable, educational, scientific, civic, religious, or similar purposes. (i) Assume obligations, enter into contracts, including contracts of guarantee or suretyship, incur liabilities, borrow or lend money or otherwise use its credit, and secure any of its obligations, contracts, or liabilities by mortgage, pledge, or other encumbrance of all or any part of its property and income. (j) Participate with others in any partnership, joint venture, or other association, transaction, or arrangement of any kind whether or not such participation involves sharing or delegation of control with or to others. (k) Act as trustee under any trust incidental to the principal objects of the corporation, and receive, hold, administer, exchange, and expend funds and property subject to such trust. (l) Carry on a business at a profit and apply any profit that results from the business activity to any activity in which it may lawfully engage. (m) Pay the reasonable value of services rendered in this state to the corporation before January 1, 1975, and not previously paid, by any person who performed such services on a full-time basis under the direction of a religious organization in connection with the religious tenets of the organization. Such person shall have relied solely on the religious organization for their financial support for a minimum of five years. A payment shall not be made if such person or religious organization waives the payment or receipt of compensation for such services in writing. Payment may be made to such religious organization to reimburse it for maintenance of any person who rendered such services and to assist it in providing future support and maintenance; however, payment shall not be made from any funds or assets acquired with funds donated by or traceable to gifts made to the corporation by any person, organization, or governmental agency other than the members, immediate families of members, and affiliated religious organizations of the religious organization under whose direction the services were performed. (n) (1) In anticipation of or during an emergency, take either or both of the following actions necessary to conduct the corporation’s business operations and affairs, unless emergency bylaws provide otherwise pursuant to subdivision (g) of Section 9151: (A) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent resulting from the emergency. (B) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (2) During an emergency, take either or both of the following actions necessary to conduct the corporation’s business operations and affairs, unless emergency bylaws provide otherwise pursuant to subdivision (g) of Section 9151: (A) Give notice to a director or directors in any practicable manner under the circumstances, including, but not limited to, by publication and radio, when notice of a meeting of the board cannot be given to that director or directors in the manner prescribed by the bylaws or Section 9211. (B) Deem that one or more officers of the corporation present at a board meeting is a director, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum for that meeting. (3) In anticipation of or during an emergency, the board may take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders, but shall not take any action that requires the vote of the members, unless the required vote of the members was obtained prior to the emergency. (4) Any actions taken in good faith in anticipation of or during an emergency under this subdivision bind the corporation and shall not be used to impose liability on a corporate director, officer, employee, or agent. (5) For purposes of this subdivision, “emergency” means any of the following events or circumstances as a result of which, and only so long as, a quorum of the corporation’s board of directors cannot be readily convened for action: (A) A natural catastrophe, including, but not limited to, a hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, drought, epidemic, pandemic, or disease outbreak, or, regardless of cause, any fire, flood, or explosion. (B) An attack on or within this state or on the public security of its residents by an enemy of this state or on the nation by an enemy of the United States of America, or upon receipt by this state of a warning from the federal government indicating that any such enemy attack is probable or imminent. (C) An act of terrorism or other manmade disaster that results in extraordinary levels of casualties or damage or disruption severely affecting the infrastructure, environment, economy, government functions, or population, including, but not limited to, mass evacuations. (D) A state of emergency proclaimed by the Governor of this state, including any person serving as Governor in accordance with Section 10 of Article V of the California Constitution and Section 12058 of the Government Code or by the President of the United States of America. (Amended by Stats. 2021, Ch. 523, Sec. 15. (AB 663) Effective January 1, 2022.)
  117. 9141.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Powers [9140 - 9143] ( Article 4 added by Stats. 1978, Ch. 567. )

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    This section limits when internal corporate restrictions can be used against third parties, and it protects board-authorized or authorized contracts and conveyances as binding on the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Powers [9140 - 9143] ( Article 4 added by Stats. 1978, Ch. 567. ) ## 9141. Subject to Section 9142: (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 powers, contained in or implied by the articles or by Chapters 16 (commencing with Section 6610), and 17 (commencing with Section 6710) (made applicable pursuant to Section 9680) shall be asserted as between the corporation or member, officer or director and any third person, except in a proceeding: (1) by the authorized number of members (Section 5036), by any person authorized by the articles or bylaws to bring an action, or by the state to enjoin the doing or continuation of unauthorized activities by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or (2) by the authorized number of members (Section 5036), by any person authorized by the articles or bylaws to bring an action, by any member suing in a representative suit, or by the corporation, against the officers or directors of the corporation for violation of their authority. (b) Any contract or conveyance made in the name of a corporation which is authorized or ratified by the board or is done within the scope of authority, actual or apparent, conferred by the board or within the agency power of the officer executing it, except as the board’s authority is limited by law other than this part, binds the corporation, and the corporation acquires rights thereunder whether the contract is executed or wholly or in part executory. (Amended by Stats. 1979, Ch. 724.)
  118. 9142.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Powers [9140 - 9143] ( Article 4 added by Stats. 1978, Ch. 567. )

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    Some people may sue to remedy a breach of trust involving a corporation’s assets, and courts are limited in when they may stop or undo a contract in such a case.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Powers [9140 - 9143] ( Article 4 added by Stats. 1978, Ch. 567. ) ## 9142. (a) Notwithstanding Section 9141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of a trust under which any or all of the assets of a corporation are held: (1) The corporation, a member, or a former member asserting the right in the name of the corporation, provided that for the purpose of this paragraph the provisions of Section 5710 shall apply to such action. (2) An officer of the corporation. (3) A director of the corporation. (4) A person with a reversionary, contractual, or property interest in the assets subject to such trust. (b) In an action under this section, the court may not rescind or enjoin the performance of a contract unless: (1) All of the parties to the contract are parties to the action; (2) No party to the contract has, in good faith and without actual notice of the restriction, parted with value under the contract or in reliance upon it; and (3) It is equitable to do so. (c) No assets of a religious corporation are or shall be deemed to be impressed with any trust, express or implied, statutory or at common law unless one of the following applies: (1) Unless, and only to the extent that, the assets were received by the corporation with an express commitment by resolution of its board of directors to so hold those assets in trust. (2) Unless, and only to the extent that, the articles or bylaws of the corporation, or the governing instruments of a superior religious body or general church of which the corporation is a member, so expressly provide. (3) Unless, and only to the extent that, the donor expressly imposed a trust, in writing, at the time of the gift or donation. (d) Trusts created by paragraph (2) of subdivision (c) may be amended or dissolved by amendment from time to time to the articles, bylaws, or governing instruments creating the trusts. However, nothing in this subdivision shall be construed to permit the amendment of the articles to delete or to amend provisions required by Section 214.01 of the Revenue and Taxation Code to a greater extent than otherwise allowable by law. (Amended by Stats. 1982, Ch. 242, Sec. 1.)
  119. 9143.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Powers [9140 - 9143] ( Article 4 added by Stats. 1978, Ch. 567. )

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    The section lets certain people sue over diverted contributed property after written notice, lets directors or members approve a different use in good faith when the stated purpose is impractical or no longer fits the corporation’s best interests, and bars public officers from bringing an official-capacity action under this section.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Powers [9140 - 9143] ( Article 4 added by Stats. 1978, Ch. 567. ) ## 9143. (a) Notwithstanding any other provision of this part to the contrary, when property, received by a corporation, covered by this part from a person directly affiliated with that corporation has been contributed based upon an affirmative representation that it would be used for a specific purpose other than the general support of the corporation’s activities and has been used in a manner contrary to the specific purpose for which the property was contributed, an action may be brought by the contributor or by any person listed in paragraph (1), (2), or (3) of subdivision (a) of Section 9142, if that person, before bringing an action, notifies the corporation, in writing, that an action will be brought unless the corporation takes immediate steps to correct any improper diversion of funds. (b) In the event that it becomes impractical or impossible for the corporation to devote the property to the specific purpose for which it was contributed, or that the directors or members of the corporation in good faith expressly conclude and record in writing that the stated purpose for which the property was contributed is no longer in accord with the policies or best interests of the corporation, the directors or members of the corporation may, in good faith, approve or ratify the use of the property for the general purposes of the corporation rather than for the specific purpose for which it was contributed. (c) A public officer may not bring an action in an official capacity under this section even on behalf of a private person. (Added by Stats. 1982, Ch. 242, Sec. 2.)
  120. 9150.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bylaws [9150 - 9153] ( Article 5 added by Stats. 1978, Ch. 567. )

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    This section defines “bylaws” and says bylaws may be adopted, amended, or repealed according to the articles or bylaws, or absent that, by the members or the board, subject to listed limits.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bylaws [9150 - 9153] ( Article 5 added by Stats. 1978, Ch. 567. ) ## 9150. (a) “Bylaws,” as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. (b) Bylaws may be adopted, amended or repealed as provided in the articles or bylaws and absent any provision, bylaws may be adopted, amended or repealed by approval of the members (Section 5034) or the board, except as provided in subdivision (c). The articles or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws subject to subdivision (e) of Section 9151. (c) Subject to any provision in the articles or bylaws, the power of the board to adopt, amend or repeal bylaws is subject to the powers of members set forth in Section 9151. (Amended by Stats. 1979, Ch. 724.)
  121. 9151.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bylaws [9150 - 9153] ( Article 5 added by Stats. 1978, Ch. 567. )

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    This section tells nonprofit religious corporation bylaws what they must include about directors and what they may cover about governance, members, and emergency rules.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bylaws [9150 - 9153] ( Article 5 added by Stats. 1978, Ch. 567. ) ## 9151. (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 the method of determining the number of directors of the corporation, or that the number of directors shall be not less than a stated minimum nor more than a stated maximum with the exact number of directors to be fixed, within the limits specified, by approval of the board or the members (Section 5034), in the manner provided in the bylaws, subject to subdivision (e) of Section 9151. The number or minimum number of directors may be one or more. (b) Except as otherwise provided in the articles or bylaws, once members have been admitted, a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable board or vice versa may only be adopted by approval of the members (Section 5034). (c) The bylaws may contain any provision, not in conflict with law or the articles, for the management of the activities and for the conduct of the affairs of the corporation, including, but not limited to: (1) Any provision referred to in subdivision (c) of Section 9132. (2) The time, place, and manner of calling, conducting, and giving notice of members’, directors’, and committee meetings, or of conducting mail ballots. (3) The qualifications, duties, and compensation of directors; the time of their election; and the requirements of a quorum for directors’ and committee meetings. (4) The appointment of committees, composed of directors or nondirectors, or both, by the board or any officer and the authority of any such committees. (5) The appointment, duties, compensation, and tenure of officers. (6) The mode of determination of members of record. (7) The making of reports and financial statements to members. (8) Setting, imposing, and collecting dues, assessments, and admissions and transfer fees. (d) The bylaws may provide for the manner of admission, withdrawal, suspension, and expulsion of members. (e) The bylaws may require, for any or all corporate actions (except as provided in Section 9222 and subdivision (b) of Section 9680), the vote of a larger proportion of, or all of, the members or the members of any class, unit, or grouping of members, or the vote of a larger proportion of, or all of, the directors than is otherwise required by this part. Such a provision in the bylaws requiring such greater vote shall not be altered, amended, or repealed except by such greater vote, unless otherwise provided in the bylaws. (f) The bylaws may contain a provision limiting the number of members, in total or of any class, which the corporation is authorized to admit. (g) (1) The bylaws may contain any provision, not in conflict with the articles, to manage and conduct the business affairs of the corporation effective only in an emergency as defined in Section 9140, including, but not limited to, procedures for calling a board meeting, quorum requirements for a board meeting, and designation of additional or substitute directors. (2) During an emergency, the board may take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders, but shall not take any action that requires the vote of the members, unless the required vote of the members was obtained prior to the emergency. (3) All provisions of the regular bylaws consistent with the emergency bylaws shall remain effective during the emergency, and the emergency bylaws shall not be effective after the emergency ends. (4) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation, and shall not be used to impose liability on a corporate director, officer, employee, or agent. (Amended by Stats. 2021, Ch. 523, Sec. 16. (AB 663) Effective January 1, 2022.)
  122. 9152.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bylaws [9150 - 9153] ( Article 5 added by Stats. 1978, Ch. 567. )

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    A corporation may authorize delegates in its bylaws, and if it does, the bylaws must cover delegate terms, selection and removal, and meeting procedures. Delegates get one vote each and may not vote by proxy.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bylaws [9150 - 9153] ( Article 5 added by Stats. 1978, Ch. 567. ) ## 9152. Any corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws shall set forth delegates’ terms of office, any reasonable method for delegates’ selection and removal, and any reasonable method for calling, noticing, and holding meetings of delegates, may set forth the manner in which delegates may act by written ballot similar to Section 9413 for written ballot of members, and may set forth the manner in which delegates may participate in meetings of delegates similar to paragraph (6) of subdivision (a) of Section 9211. Each delegate shall have one vote on each matter presented for action. A delegate shall not vote by proxy. Delegates may be given a name other than “delegates.” (Amended by Stats. 2021, Ch. 523, Sec. 17. (AB 663) Effective January 1, 2022.)
  123. 9153.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bylaws [9150 - 9153] ( Article 5 added by Stats. 1978, Ch. 567. )

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    A corporation may allow its bylaws to set member or delegate voting by chapter, another organizational unit, or by region or other geographic grouping.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bylaws [9150 - 9153] ( Article 5 added by Stats. 1978, Ch. 567. ) ## 9153. 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. (Added by Stats. 1979, Ch. 724.)
  124. 9160.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 6. Location and Inspection of Articles and Bylaws [9160- 9160.] ( Article 6 added by Stats. 1978, Ch. 567. )

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    Corporations must keep their articles and bylaws at their principal office in this state and make them available for member inspection during office hours.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 1. Organization and Bylaws [9110 - 9160] ( Chapter 1 added by Stats. 1978, Ch. 567. ) ## ARTICLE 6. Location and Inspection of Articles and Bylaws [9160- 9160.] ( Article 6 added by Stats. 1978, Ch. 567. ) ## 9160. 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 reasonable times during office hours. If the corporation has no office in this state, it shall upon the written request of any member furnish to such member a copy of the articles or bylaws as amended to date. (Added by Stats. 1978, Ch. 567.)
  125. 9210.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. )

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    Each corporation must have a board of directors, and the board retains direction over corporate activities and powers.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9210. Subject to the provisions of this part and any provision in the articles or bylaws: (a) Each corporation shall have a board of directors. The activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. (b) The board may delegate the management of the activities of the corporation to any person or persons provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board. (Amended by Stats. 1996, Ch. 589, Sec. 40. Effective January 1, 1997.)
  126. 9211.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. )

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    This section sets rules for nonprofit religious corporation board meetings, notice, quorum, voting, written consent, and how meetings can be called or held.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9211. (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 the secretary or any two directors. (2) Regular meetings of the board may be held without notice if the time and place of the meetings are fixed by the bylaws or the board. Special meetings of the board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone, including a voice messaging system or by electronic transmission by a corporation (Section 20). The articles or bylaws may not dispense with notice of a special meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board. (3) Notice of a meeting need not be given to a director who provided a waiver of notice or consent to holding the meeting or an approval of the minutes thereof in writing, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director. These waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. (4) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. (5) Meetings of the board may be held at a place within or without the state that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, designated in the bylaws or by resolution of the board. (6) Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation. Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting, if both of the following apply: (A) Each director participating in the meeting can communicate with all of the other directors concurrently. (B) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation. (7) A majority of the number of directors authorized in or pursuant to the articles or bylaws constitutes a quorum of the board for the transaction of business. The articles or bylaws may require the presence of one or more specified directors in order to constitute a quorum of the board to transact business, as long as the death or nonexistence of a specified director or the death or nonexistence of the person or persons otherwise authorized to appoint or designate that director does not prevent the corporation from transacting business in the normal course of events. (8) An act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. The articles or bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is the act of the board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by at least a majority of the required quorum for that meeting, or a greater number required by this division, the articles or the bylaws. (b) An action required or permitted to be taken by the board may be taken without a meeting if all directors shall individually or collectively consent in writing to that action and if, subject to subdivision (a) of Section 9224, the number of directors then in office constitutes a quorum. The written consent or consents shall be filed with the minutes of the proceedings of the board. The action by written consent shall have the same force and effect as a unanimous vote of the directors. For purposes of this subdivision only, “all directors” does not include an “interested director” as defined in subdivision (a) of Section 9243 or a “common director” as described in subdivision (a) of Section 9244 who abstains in writing from providing consent, where (1) the facts described in paragraph (2) or (3) of subdivision (d) of Section 9243 are established or the provisions of paragraph (1) of subdivision (a) of Section 9244 are satisfied, as appropriate, at or prior to execution of the written consent or consents; (2) the establishment of those facts or satisfaction of those provisions, as applicable, is included in the written consent or consents executed by the noninterested or noncommon directors or in other records of the corporation; and (3) the noninterested directors or noncommon directors, as applicable, approve the action by a vote that is sufficient without counting the votes of the interested directors or common directors. (c) Each director shall have one vote on each matter presented to the board of directors for action. A director shall not vote by proxy. (d) This section applies also to incorporators, to committees of the board, and to action by those incorporators or committees mutatis mutandis. (Amended by Stats. 2020, Ch. 370, Sec. 39. (SB 1371) Effective January 1, 2021.)
  127. 9212.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. )

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    The board may create committees and delegate some board powers to them, but certain powers cannot be delegated and committees exercising board authority must be made up only of directors.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9212. (a) Subject to any provision in the articles or bylaws: (i) 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 directors, to serve at the pleasure of the board; and (ii) appointments to such committees shall be by a majority vote of the directors then in office. The bylaws may authorize one or more such committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the corporation shall be a member or members of such committee or committees. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to: (1) The approval of any action for which this part also requires approval of the members (Section 5034) or approval of a majority of all members (Section 5033) regardless of whether the corporation has members. (2) The filling of vacancies on the board or in any committee which has the authority of the board. (3) The fixing of compensation of the directors for serving on the board or on any committee. (4) The amendment or repeal of bylaws or the adoption of new bylaws. (5) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable. (6) The appointment of committees of the board or the members thereof. (b) A committee exercising the authority of the board shall not include as members persons who are not directors. However, the board may create other committees that do not exercise the authority of the board and these other committees may include persons regardless of whether they are directors. (c) Unless the bylaws otherwise provide, the board may delegate to any committee powers as authorized by Section 9210, but may not delegate the powers set forth in paragraphs (1) to (6), inclusive, of subdivision (a). (d) The board shall take the actions regarding audit committees that are required by subdivision (e) of Section 12586 of the Government Code, if applicable. (Amended by Stats. 2011, Ch. 442, Sec. 23. (AB 1211) Effective January 1, 2012.)
  128. 9213.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A corporation must have specified officers, the board chooses officers unless the articles or bylaws say otherwise, and an officer may resign by written notice.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9213. (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 treasurer or a chief financial officer or both and (4) any other officers with any titles and duties as are stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments. The president, or if there is no president, the chair of the board, is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles or bylaws. Unless otherwise specified in the articles or the bylaws, if there is no chief financial officer, the treasurer is the chief financial officer of the corporation. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise, except that no person serving as the secretary, the treasurer, or the chief financial officer may serve concurrently as the president or chair of the board. Any compensation of the president or chief executive officer and the chief financial officer or treasurer shall be determined in accordance with subdivision (g) of Section 12586 of the Government Code, if applicable. (b) Except as otherwise provided by the articles or bylaws, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. (Amended by Stats. 2022, Ch. 617, Sec. 68. (SB 1202) Effective January 1, 2023.)
  129. 9214.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. )

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    Certain written instruments signed by specified corporate officers are not invalidated just because the signing officers lacked authority, unless the other party knew they lacked authority.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9214. Subject to the provisions of subdivision (a) of Section 9141 and Section 9142, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between any corporation and any other person, when signed by any one of the chairperson of the board, the president, or any vice president and by any one of the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer of such corporation, is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. (Amended by Stats. 2022, Ch. 617, Sec. 69. (SB 1202) Effective January 1, 2023.)
  130. 9215.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A written or otherwise convertable copy of certain corporate records, certified by the secretary or assistant secretary, counts as prima facie evidence of the adoption of the bylaws or resolution, the holding of the meeting, and the matters stated in it.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. General Provisions [9210 - 9215] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9215. 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’, committee or other meeting or of any resolution adopted by the board or a committee thereof, or members, certified to be a true copy by a person purporting to be the secretary or an assistant secretary of the corporation, is prima facie evidence of the adoption of such bylaws or resolution or of the due holding of such meeting and of the matters stated therein. (Amended by Stats. 2004, Ch. 254, Sec. 31. Effective January 1, 2005.)
  131. 9220.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. )

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    This section lets a corporation’s articles or bylaws set director tenure and related rules, sets a default one-year term if they do not, and allows a court to appoint directors in certain vacancy situations.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9220. (a) The articles or bylaws may provide for the tenure, election, selection, designation, removal, and resignation of directors. (b) In the absence of any provision in the articles or bylaws, the term of directors shall be one year. (c) Unless the articles or bylaws otherwise provide, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office. (d) If a corporation has not issued memberships and (1) all the directors resign, die, or become incompetent, or (2) a corporation’s initial directors have not been named in the articles and all incorporators resign, die, or become incompetent before the election of the initial directors, the superior court of any county may appoint directors of the corporation upon application by any party in interest. (e) If authorized in the articles or bylaws of a corporation, all or any portion of the directors may hold office ex officio by virtue of occupying a specified position within the corporation or outside the corporation. The term of office of an ex officio director shall coincide with that director’s respective term of office in the specified position entitling him or her to serve on the board of directors. Upon an ex officio director’s resignation or removal from that position, or resignation or removal from the board for any reason, the term of office as a director of the corporation shall immediately cease. At that time, the successor in office shall become an ex officio director of the corporation, occupying the place of the former director. (Amended by Stats. 2018, Ch. 322, Sec. 4. (AB 2557) Effective January 1, 2019.)
  132. 9221.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. )

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    The board may declare a director’s office vacant if listed disqualifying events occur, including unsound mind, felony conviction, missing required board meetings, or failing required qualifications.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9221. (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, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board meetings, fails to attend the specified number of meetings. (b) As provided in paragraph (3) of subdivision (c) of Section 9151, the articles or bylaws may prescribe the qualifications of the directors. Unless otherwise provided by the articles or bylaws, the board, by a majority vote of the directors who meet all of the required qualifications to be a director, may declare vacant the office of any director who fails or ceases to meet any required qualification that was in effect at the beginning of that director’s current term of office. (Amended by Stats. 1996, Ch. 589, Sec. 42. Effective January 1, 1997.)
  133. 9222.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. )

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    This section says directors can be removed without cause if the members approve, but special voting rules apply when directors were elected by a class or by a local organizational group. It also limits when reducing the number or classes of directors can remove someone before the end of the term.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9222. (a) Except as provided in the articles or bylaws and subject to subdivision (b) of this section, any or all directors may be removed without cause if the removal is approved by the members (Section 5034). (b) Except for a corporation having no members pursuant to Section 9310: (1) When by the provisions of the articles or bylaws the members of any class, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members of that class. (2) When by the provisions of the articles or bylaws the members within a chapter or other organizational unit, or region or other geographic grouping, voting as such, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members within the organizational unit or geographic grouping. (c) Any reduction of the authorized number of directors or any amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director’s term of office, unless the reduction or the amendment also provides for the removal of one or more specified directors. (Amended by Stats. 2009, Ch. 631, Sec. 32. (AB 1233) Effective January 1, 2010.)
  134. 9223.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. )

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    A court may remove a director for fraudulent acts, bar reelection for a court-set period, and the corporation must be joined in the action.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9223. (a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members, remove from office any director in case of fraudulent acts and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action. (b) The Attorney General may bring an action under subdivision (a), may intervene in such an action brought by any other party and shall be given notice of any such action brought by any other party. (Added by Stats. 1978, Ch. 567.)
  135. 9224.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. )

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    This section lets the board, members, or a sole remaining director fill board vacancies, and lets any director resign by written notice.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9224. (a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director by the members, vacancies on the board may be filled by approval of the board (Section 5032) or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 9211, or (3) a sole remaining director. (b) Subject to any provision in the articles or bylaws, the members may elect a director at any time to fill any vacancy not filled by the directors. (c) Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. (Amended by Stats. 2022, Ch. 617, Sec. 70. (SB 1202) Effective January 1, 2023.)
  136. 9226.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. )

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    A director may not resign if that would leave the corporation without duly elected directors in charge of its affairs.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [9220 - 9226] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9226. No director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs. (Added by Stats. 1978, Ch. 567.)
  137. 9230.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Examination by Attorney General [9230- 9230.] ( Article 3 added by Stats. 1978, Ch. 567. )

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    The Attorney General generally has no powers over religious corporations, except for criminal law enforcement and specific powers listed here.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Examination by Attorney General [9230- 9230.] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9230. (a) Except as the Attorney General is empowered to act in the enforcement of the criminal laws of this state, and except as the Attorney General is expressly empowered by subdivisions (b), (c) and (d), the Attorney General shall have no powers with respect to any corporation incorporated or classified as a religious corporation under or pursuant to this code. (b) The Attorney General shall have authority to institute an action or proceeding under Section 803 of the Code of Civil Procedure, to obtain judicial determination that a corporation is not properly qualified or classified as a religious corporation under the provisions of this part. (c) The Attorney General shall have the authority (1) expressly granted with respect to any subject or matter covered by Sections 9660 to 9690, inclusive; (2) to initiate criminal procedures to prosecute violations of the criminal laws, and upon conviction seek restitution as punishment; and (3) to represent as legal counsel any other agency or department of the State of California expressly empowered to act with respect to the status of religious corporations, or expressly empowered to regulate activities in which religious corporations, as well as other entities, may engage. (d) Where property has been solicited and received from the general public, based on a representation that it would be used for a specific charitable purpose other than general support of the corporation’s activities, and has been used in a manner contrary to that specific charitable purpose for which the property was solicited, the Attorney General may institute an action to enforce the specific charitable purpose for which the property was solicited; provided (1) that before bringing such action the Attorney General shall notify the corporation that an action will be brought unless the corporation takes immediate steps to correct the improper diversion of funds, and (2) that in the event it becomes impractical or impossible for the corporation to devote the property to the specified charitable purpose, or that the directors or members of the corporation in good faith expressly conclude and record in writing that the stated purpose for which the property was contributed is no longer in accord with the policies of the corporation, then the directors or members of the corporation may approve or ratify in good faith the use of such property for the general purposes of the corporation rather than for the specific purpose for which it was contributed. As used in this section, “solicited from the general public” means solicitations directed to the general public, or to any individual or group of individuals who are not directly affiliated with the soliciting organization and includes, but is not limited to, instances where property has been solicited on an individual basis, such as door to door, direct mail, face to face, or similar solicitations, as well as solicitations on a more general level to the general public, or a portion thereof, such as through the media, including newspapers, television, radio, or similar solicitations. (e) Nothing in this section shall be construed to affect any individual rights of action which were accorded under law in existence prior to the enactment of Chapter 1324 of the Statutes of 1980. As used in this section, “individual rights of action” include only rights enforceable by private individuals and do not include any right of action of a public officer in an official capacity regardless of whether the officer brings the action on behalf of a private individual. (f) Nothing in this section shall be construed to require express statutory authorization by the California Legislature of any otherwise lawful and duly authorized action by any agency of local government. (Amended by Stats. 1981, Ch. 797, Sec. 1.)
  138. 9240.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. )

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    This section says a director’s duties and liabilities apply even if the director is paid, the specified Probate Code part does not apply to directors, and a director may consider certain religious factors when making a good faith decision.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. ) ## 9240. (a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part 4 (commencing with Section 16000) of Division 9 of the Probate Code does not apply to the directors of any corporation. (c) A director, in making a good faith determination, may consider what the director believes to be: (1) The religious purposes of the corporation; and (2) Applicable religious tenets, canons, laws, policies, and authority. (Amended by Stats. 1987, Ch. 923, Sec. 1.4. Operative January 1, 1988, by Sec. 103 of Ch. 923.)
  139. 9241.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. )

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    Directors must act in good faith, with appropriate care and reasonable inquiry, and may rely on certain information when doing so under the stated conditions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. ) ## 9241. (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 to be in the best interests of the corporation and with such care, including reasonable inquiry, as is appropriate under the circumstances. (b) In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented; (2) Counsel, independent accountants, or other persons as to matters which the director believes to be within that person’s professional or expert competence; (3) A committee upon which the director does not serve that is composed exclusively of any or any combination of directors, persons described in paragraph (1), or persons described in paragraph (2), as to matters within the committee’s designated authority, which committee the director believes to merit confidence; or (4) Religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented, so long as, in any case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances, and without knowledge that would cause that reliance to be unwarranted. (c) The provisions of this section, and not Section 9243, shall govern any action or omission of a director in regard to the compensation of directors, as directors or officers, or any loan of money or property to or guaranty of the obligation of any director or officer. No obligation, otherwise valid, shall be voidable merely because directors who benefited by a board resolution to pay such compensation or to make such loan or guaranty participated in making such board resolution. (d) Except as provided in Section 9243, a person who performs the duties of a director in accordance with subdivisions (a) and (b) shall have no liability based upon any alleged failure to discharge his or her obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat any purpose to which the corporation, or assets held by it, may be dedicated. (Amended by Stats. 2009, Ch. 631, Sec. 33. (AB 1233) Effective January 1, 2010.)
  140. 9242.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. )

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    This section says Section 9241 controls directors’ duties for acts or omissions tied to electing, selecting, or nominating directors, and this section does not limit Section 9241.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. ) ## 9242. (a) Section 9241 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This section shall not be construed to limit the provisions of Section 9241. (Added by Stats. 1979, Ch. 681.)
  141. 9243.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. )

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    This section defines self-dealing transactions, limits when remedies are available, sets who may sue, and gives the court remedies against interested directors.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. ) ## 9243. (a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest and which does not meet the requirements of paragraph (1), (2), (3), or (4) of subdivision (d). Such a director is an “interested director” for the purpose of this section. (b) This section does not apply to any of the following: (1) An action of the board fixing the compensation of a director as a director or officer of the corporation or making any loan of money or property to, or guaranteeing the obligation of, any director or officer. (2) A transaction which is part of a public, charitable or religious program of the corporation if it (A) is approved or authorized by the corporation in good faith and without unjustified favoritism, and (B) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the public, charitable or religious program. (3) A transaction, of which the interested director or directors have no actual knowledge, and which does not exceed the lesser of 1 percent of the gross receipts of the corporation for the preceding fiscal year or one hundred thousand dollars ($100,000). (c) Any of the following may bring an action in the superior court of the proper county for the remedies specified in subdivision (h): (1) The corporation, or a member asserting the right in the name of the corporation; however, for the purpose of this paragraph the provisions of Section 5710 shall apply to the action. (2) A director of the corporation. (3) An officer of the corporation. (4) Any person authorized by the bylaws to bring an action. (d) In any action brought under subdivision (c) the remedies specified in subdivision (h) shall not be granted if: (1) The Attorney General, or the court in an action in which the Attorney General is an indispensable party, has approved the transaction before or after it was consummated; or (2) The transaction is approved or ratified in good faith by the members (Section 5034) other than the directors, after notice and disclosure to the members of the material facts concerning the transaction and the director’s interest in the transaction; or (3) The following facts are established: (A) The corporation entered into the transaction for its own benefit or for the benefit of the religious organization; (B) The transaction was fair and reasonable as to the corporation or was in furtherance of its religious purposes at the time the corporation entered into the transaction; (C) Prior to consummating the transaction or any part thereof, the board authorized or approved the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with knowledge of the material facts concerning the transaction and the director’s interest in the transaction. Except as provided in paragraph (4), action by a committee of the board shall not satisfy this paragraph; and (D) (i) Prior to authorizing or approving the transaction, the board considered and in good faith determined after reasonable investigation under the circumstances that either the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances or the transaction was in furtherance of the corporation’s religious purposes or (ii) in fact, either the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances or the transaction was in furtherance of the corporation’s religious purposes; or (4) The following facts are established: (A) A committee or person authorized by the board approved the transaction in a manner consistent with the standards set forth in paragraph (3). (B) It was not reasonably practicable to obtain approval of the board prior to entering into the transaction; and (C) The board, after determining in good faith that the conditions of subparagraphs (A) and (B) were satisfied, ratified the transaction at its next meeting by a vote of the majority of the directors then in office without counting the vote of the interested director or directors. (e) Except as provided in subdivision (f), an action under subdivision (c) or Section 9230 shall be commenced within two years after written notice setting forth the material facts of the transaction is filed with the Attorney General in accordance with such regulations, if any, as the Attorney General may adopt or if no such notice is filed, five years after the cause of action has accrued. (f) In any action for breach of an obligation of the corporation owed to an interested director, where the obligation arises from a self-dealing transaction which has not been approved as provided in subdivision (d), the court may, by way of offset only, make any order authorized by subdivision (h), notwithstanding the expiration of the applicable period specified in subdivision (e). (g) Interested directors may be counted in determining the presence of a quorum at a meeting of the board which authorizes, approves or ratifies a contract or transaction. (h) If a self-dealing transaction has taken place, the interested director or directors shall do such things and pay such damages as in the discretion of the court will provide an equitable and fair remedy to the corporation, taking into account any benefit received by the corporation and whether the interested director or directors acted in good faith and with intent to further the best interest of the corporation. Without limiting the generality of the foregoing, the court may order the director to do any or all of the following: (1) Account for any profits made from the transaction, and pay them to the corporation. (2) Pay the corporation the value of the use of any of its property used in the transactions. (3) Return or replace any property lost to the corporation as a result of the transaction, together with any income or appreciation lost to the corporation by reason of the transaction, or account for any proceeds of sale of the property, and pay the proceeds to the corporation together with interest at the legal rate. The court may award prejudgment interest to the extent allowed in Sections 3287 and 3288 of the Civil Code. In addition, the court may, in its discretion, grant exemplary damages for a fraudulent or malicious violation of this section. (Amended by Stats. 1984, Ch. 812, Sec. 14.)
  142. 9244.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. )

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    Certain contracts or transactions involving a corporation and an entity whose directors overlap are not void or voidable just because the common director is present, if the board or committee fully discloses the facts and acts in good faith, or if the deal is just and reasonable or furthers the corporation’s religious purposes.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. ) ## 9244. (a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its directors are directors is either void or voidable because such director or directors are present at the meeting of the board or a committee thereof which authorizes, approves or ratifies the contract or transaction, if: (1) The material facts as to the transaction and as to such director’s other directorship are fully disclosed or known to the board or committee, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common director or directors; or (2) As to contracts or transactions not approved as provided in paragraph (1) of this subdivision, the contract or transaction is just and reasonable as to the corporation, taking into account its religious purposes, or is in furtherance of its religious purposes at the time it is authorized, approved or ratified. (b) This section does not apply to transactions covered by Section 9243. (Added by Stats. 1979, Ch. 681.)
  143. 9245.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. )

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    Directors who approve certain corporate actions can be jointly and severally liable to the corporation, and there are rules for who may sue, how damages are measured, and related contribution/subrogation rights.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. ) ## 9245. (a) Subject to the provisions of Section 9241, directors of a corporation who approve any of the following corporate actions shall be jointly and severally liable to the corporation for: (1) The making of any distribution. (2) The distribution of assets after institution of dissolution proceedings of the corporation, without paying or adequately providing for all known liabilities of the corporation, excluding any claims not filed by creditors within the time limit set by the court in a notice given to creditors under Section 9680 and those sections made applicable to this part by Section 9680. (3) The making of any loan or guaranty contrary to Section 9241. (b) Suit may be brought in the name of the corporation to enforce the liability: (1) Under paragraph (1) of subdivision (a) against any or all directors liable by the persons entitled to sue under subdivision (b) of Section 9610; (2) Under paragraph (2) or (3) of subdivision (a) against any or all directors liable by any one or more creditors of the corporation whose debts or claims arose prior to the time of the corporate action who have not consented to the corporate action, whether or not they have reduced their claims to judgment. (c) The damages recoverable from a director under this section shall be the amount of the illegal distribution, or if the illegal distribution consists of property, the fair market value of that property at the time of the illegal distribution, plus interest thereon from the date of the distribution at the legal rate on judgments until paid, together with all reasonably incurred costs of appraisal or other valuation, if any, of that property, or the loss suffered by the corporation as a result of the illegal loan or guaranty. (d) Any director sued under this section may implead all other directors liable and may compel contribution, either in that action or in an independent action against directors not joined in that action. (e) Directors liable under this section shall also be entitled to be subrogated to the rights of the corporation as follows: (1) With respect to paragraph (1) of subdivision (a), against members who received the distribution. (2) With respect to paragraph (2) of subdivision (a), against the members who received the distribution. (3) With respect to paragraph (3) of subdivision (a), against the person who received the loan or guaranty. Any director sued under this section may file a cross-complaint against the person or persons who are liable to the director as a result of the subrogation provided for in this subdivision or may proceed against them in an independent action. (Amended by Stats. 1999, Ch. 453, Sec. 21. Effective January 1, 2000.)
  144. 9246.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. )

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    This section lets a corporation indemnify certain agents for litigation-related costs and buy insurance for them, subject to listed conditions and exceptions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. ) ## 9246. (a) For the purposes of this section, “agent” means any 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 director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of that predecessor corporation; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under subdivision (d) or paragraph (3) of subdivision (e). (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 9243, or an action brought by the Attorney General pursuant to Section 9230) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if the person acted in good faith and in a manner the person believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful. (c) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation, or brought under Section 9243, or brought by the Attorney General pursuant to Section 9230, to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith, in a manner in which the person believed to be in the best interests of the corporation and with that care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. No indemnification shall be made under this subdivision: (1) In respect of any claim, issue, or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of the person’s duty to the corporation, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; (2) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (3) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General. (d) To the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to in subdivision (b) or (c) or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. (e) Except as provided in subdivision (d), any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in either subdivision (b) or (c) by: (1) A majority vote of a quorum consisting of directors who are not parties to the proceeding; (2) Approval of the members (Section 5034), with the persons to be indemnified not being entitled to vote thereon; or (3) The court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney, or other person is opposed by the corporation. (f) Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay the amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this section. (g) No provision made by a corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding, whether contained in the articles, bylaws, a resolution of members or directors, an agreement or otherwise, shall be valid unless consistent with this section. Nothing contained in this section shall affect any right to indemnification to which persons other than the directors and officers may be entitled by contract or otherwise. (h) No indemnification or advance shall be made under this section, except as provided in subdivision (d) or paragraph (3) of subdivision (e), in any circumstance where it appears that: (1) It would be inconsistent with a provision of the articles, bylaws, a resolution of the members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (2) It would be inconsistent with any condition expressly imposed by a court in approving a settlement. (i) A corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against that liability under the provisions of this section; provided, however, that a corporation shall have no power to purchase and maintain insurance to indemnify any agent of the corporation for a violation of Section 9243. (j) This section does not apply to any proceeding against any trustee, investment manager, or other fiduciary of a pension, deferred compensation, saving, thrift, or other retirement, incentive, or benefit plan, trust, or provision for any or all of the corporation’s directors, officers, employees, and persons providing services to the corporation or any of its subsidiary or related or affiliated corporations, in the person’s capacity as such, even though the person may also be an agent as defined in subdivision (a) of the employer corporation. A corporation shall have power to indemnify the trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 9140. (Amended by Stats. 2012, Ch. 61, Sec. 3. (AB 2668) Effective January 1, 2013.)
  145. 9247.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. )

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    Volunteer directors and volunteer executive officers of covered nonprofit corporations are generally shielded from personal liability for certain monetary damages to third parties if stated conditions are met.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Standards of Conduct [9240 - 9247] ( Article 4 repealed and added by Stats. 1979, Ch. 681. ) ## 9247. (a) There shall be no personal liability for monetary damages to a third party on the part of a volunteer director or volunteer executive officer of a nonprofit corporation subject to this part, caused by the director’s or officer’s negligent act or omission in the performance of that person’s duties as a director or officer, if all of the following conditions are met: (1) The act or omission was within the scope of the director’s or executive officer’s duties. (2) The act or omission was performed in good faith. (3) The act or omission was not reckless, wanton, intentional, or grossly negligent. (4) Damages caused by the act or omission are covered pursuant to a liability insurance policy issued to the corporation, either in the form of a general liability policy or a director’s or officer’s liability policy, or personally to the director or executive officer. In the event that the damages are not covered by a liability insurance policy, the volunteer director or volunteer executive officer shall not be personally liable for the damages if the board of directors of the corporation and the person had made all reasonable efforts in good faith to obtain available liability insurance. (b) “Volunteer” means the rendering of services without compensation. “Compensation” means remuneration whether by way of salary, fee, or other consideration for services rendered. However, the payment of per diem, mileage, or other reimbursement expenses to a director or executive officer does not affect that person’s status as a volunteer within the meaning of this section. (c) “Executive officer” means the president, vice president, secretary, or treasurer of a corporation, or other individual serving in like capacity, who assists in establishing the policy of the corporation. (d) Nothing in this section shall limit the liability of the corporation for any damages caused by acts or omissions of the volunteer director or volunteer executive officer. (e) This section does not eliminate or limit the liability of a director or officer for any of the following: (1) As provided in Section 9243 or 9245. (2) In any action or proceeding brought by the Attorney General. (f) Nothing in this section creates a duty of care or basis of liability for damage or injury caused by the acts or omissions of a director or officer. (g) This section is only applicable to causes of action based upon acts or omissions occurring on or after January 1, 1988. (Amended by Stats. 1990, Ch. 107, Sec. 6.)
  146. 9250.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Investments [9250 - 9251] ( Article 5 added by Stats. 1979, Ch. 681. )

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    When a board invests or manages a corporation’s investments, it must meet the standards in Section 9241.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Investments [9250 - 9251] ( Article 5 added by Stats. 1979, Ch. 681. ) ## 9250. (a) In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing a corporation’s investments, the board shall meet the standards set forth in Section 9241. (b) Compliance with the Uniform Prudent Management of Institutional Funds Act (Part 7 (commencing with Section 18501) of Division 9 of the Probate Code), if that act would be applicable, will be deemed to be compliance with subdivision (a). (Amended by Stats. 2015, Ch. 56, Sec. 2. (AB 792) Effective January 1, 2016.)
  147. 9251.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Investments [9250 - 9251] ( Article 5 added by Stats. 1979, Ch. 681. )

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    A court may, in proper cases, allow a corporation to deviate from the terms of a trust or agreement about investments.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Investments [9250 - 9251] ( Article 5 added by Stats. 1979, Ch. 681. ) ## 9251. Nothing in Section 9250 shall abrogate or restrict the power of a court in proper cases to direct or permit a corporation to deviate from the terms of a trust or agreement regarding the making or retention of investments. (Added by Stats. 1979, Ch. 681.)
  148. 9260.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 6. Compliance with Internal Revenue Code [9260- 9260.] ( Article 6 added by Stats. 2009, Ch. 631, Sec. 34. )

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    A corporation that is treated as a private foundation under Section 509 must comply with Section 5260, even if other laws say otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 2. Directors and Management [9210 - 9260] ( Chapter 2 added by Stats. 1978, Ch. 567. ) ## ARTICLE 6. Compliance with Internal Revenue Code [9260- 9260.] ( Article 6 added by Stats. 2009, Ch. 631, Sec. 34. ) ## 9260. Notwithstanding any other law, every corporation, during any period or periods that corporation is deemed to be a “private foundation” as defined in Section 509 of the Internal Revenue Code of 1986, shall be subject to the requirements of Section 5260. (Amended by Stats. 2017, Ch. 516, Sec. 2. (SB 363) Effective January 1, 2018.)
  149. 9310.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Issuance of Memberships [9310 - 9313] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A corporation may admit members, or it may state in its articles or bylaws that it has no members. If the articles or bylaws do not provide for members, the corporation has no members.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Issuance of Memberships [9310 - 9313] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9310. (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. In the absence of any provision in its articles or bylaws providing for members, a corporation shall have no members. (b) Subject to the articles or bylaws, in the case of a corporation which has no members: (1) Any action for which there is no specific provision of this part applicable to a corporation which has no members and which would otherwise require approval by a majority of all members (Section 5033) or approval by the members (Section 5034) shall require only approval of the board. (2) All rights which would otherwise vest under this part in the members shall vest in the directors. (c) Reference in this part to a corporation which has no members includes a corporation in which the directors are the only members. (Amended by Stats. 1984, Ch. 812, Sec. 14.5.)
  150. 9311.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Issuance of Memberships [9310 - 9313] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A corporation may issue memberships, either for no consideration or for consideration set by the board, subject to the articles or bylaws.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Issuance of Memberships [9310 - 9313] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9311. 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. (Amended by Stats. 1979, Ch. 724.)
  151. 9312.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Issuance of Memberships [9310 - 9313] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A person may not hold more than one membership or any fractional membership, unless the articles or bylaws create specific exceptions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Issuance of Memberships [9310 - 9313] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9312. No person may hold more than one membership, and no fractional memberships may be held, provided, however, that: (a) Two or more persons may have an indivisible interest in a single membership when authorized by, and in such manner or under the circumstances prescribed by, the articles or bylaws; and (b) If the articles or bylaws provide for classes of membership in which the differences are not merely the number of votes entitled to be cast by members of the class, and if the articles or bylaws permit a person to be a member of more than one class, a person may hold a membership in one or more classes. (Amended by Stats. 1979, Ch. 724.)
  152. 9313.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Issuance of Memberships [9310 - 9313] ( Article 1 added by Stats. 1978, Ch. 567. )

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    A corporation may admit any person to membership unless its articles or bylaws provide otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Issuance of Memberships [9310 - 9313] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9313. Except as provided in its articles or bylaws, a corporation may admit any person to membership. (Added by Stats. 1978, Ch. 567.)
  153. 9320.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Transfer of Memberships [9320- 9320.] ( Article 2 added by Stats. 1978, Ch. 567. )

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    A member may not transfer for value a membership or any right arising from it.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Transfer of Memberships [9320- 9320.] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9320. Subject to Section 9417: (a) No member may transfer for value a membership or any right arising therefrom; and (b) Unless otherwise provided in the corporation’s articles or bylaws, all rights of membership cease upon the member’s death or dissolution. (Amended by Stats. 1981, Ch. 587, Sec. 50.)
  154. 9330.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Types of Memberships [9330 - 9332] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A corporation may issue memberships with different rights or conditions if its articles or bylaws authorize it.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Types of Memberships [9330 - 9332] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9330. A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws. (Amended by Stats. 1979, Ch. 724.)
  155. 9331.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Types of Memberships [9330 - 9332] ( Article 3 added by Stats. 1978, Ch. 567. )

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    Unless the articles or bylaws say otherwise, all memberships must have the same rights, privileges, preferences, restrictions, and conditions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Types of Memberships [9330 - 9332] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9331. Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions, and conditions. (Amended by Stats. 1979, Ch. 724.)
  156. 9332.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Types of Memberships [9330 - 9332] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A corporation may call certain associated persons “members” and may also benefit, serve, or assist nonmembers, subject to the board, articles, or bylaws.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Types of Memberships [9330 - 9332] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9332. (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 as defined in Section 5056. (b) A corporation may benefit, serve, or assist persons who are not members within the meaning of Section 5056 for such consideration, if any, as the board may determine or as is authorized or provided for in the articles or bylaws. (Amended by Stats. 1979, Ch. 724.)
  157. 9340.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Termination of Memberships [9340- 9340.] ( Article 4 added by Stats. 1978, Ch. 567. )

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    A member may resign at any time, but resignation does not erase certain existing obligations or the corporation’s right to enforce them or seek damages.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Termination of Memberships [9340- 9340.] ( Article 4 added by Stats. 1978, Ch. 567. ) ## 9340. (a) A member may resign from membership at any time. (b) This section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments or fees, or arising from contract or otherwise, and this section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach. (c) Except as provided in subdivision (b) of Section 9320 or in subdivision (a) of this section, a membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed. (d) A membership may be terminated as provided in the articles or bylaws of the corporation. (Amended by Stats. 1979, Ch. 724.)
  158. 9350.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Rights and Obligations of Members and Creditors [9350 - 9353] ( Article 5 added by Stats. 1978, Ch. 567. )

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    A corporation member is not personally liable for the corporation’s debts or obligations, and membership-related liability applies only if the person joined by application or consent.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Rights and Obligations of Members and Creditors [9350 - 9353] ( Article 5 added by Stats. 1978, Ch. 567. ) ## 9350. (a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is liable for any obligation arising from membership unless the person was admitted to membership upon the person’s application or with the person’s consent. (Added by Stats. 1978, Ch. 567.)
  159. 9351.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Rights and Obligations of Members and Creditors [9350 - 9353] ( Article 5 added by Stats. 1978, Ch. 567. )

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    A corporation may charge members dues, assessments, or fees if its articles or bylaws allow it, and a member may avoid liability by promptly resigning after learning of them unless the member is otherwise liable by contract or another basis.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Rights and Obligations of Members and Creditors [9350 - 9353] ( Article 5 added by Stats. 1978, Ch. 567. ) ## 9351. 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 membership, except where the member is, by contract or otherwise, liable for them. Article or bylaw provisions authorizing such dues, assessments, or fees do not, of themselves, create such liability. (Added by Stats. 1978, Ch. 567.)
  160. 9352.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Rights and Obligations of Members and Creditors [9350 - 9353] ( Article 5 added by Stats. 1978, Ch. 567. )

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    A creditor generally cannot sue to reach a member’s liability for corporate debt unless the creditor has already obtained an unsatisfied final judgment against the corporation, or the proceedings would be useless.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Rights and Obligations of Members and Creditors [9350 - 9353] ( Article 5 added by Stats. 1978, Ch. 567. ) ## 9352. (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 any amount due to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceedings would be useless. (b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any such creditor’s action to reach and apply unpaid amounts due the corporation and any or all members who owe amounts to the corporation may be joined in such action. Several judgments may be rendered for and against the parties to the action or in favor of a receiver for the benefit of the respective parties thereto. (c) All amounts paid by any member in any such action shall be credited on the unpaid balance due the corporation by such member. (Added by Stats. 1978, Ch. 567.)
  161. 9353.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Rights and Obligations of Members and Creditors [9350 - 9353] ( Article 5 added by Stats. 1978, Ch. 567. )

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    This section preserves certain fraud-related rights and remedies for creditors, members, and the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 3. Members [9310 - 9353] ( Chapter 3 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Rights and Obligations of Members and Creditors [9350 - 9353] ( Article 5 added by Stats. 1978, Ch. 567. ) ## 9353. 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 participation in any fraud or illegality practiced upon such creditor or member by any such person or by the corporation in connection with the issue or sale of memberships or securities or in derogation of any rights which the corporation may have by rescission, cancellation or otherwise because of any fraud or illegality practiced on it by any such person in connection with the issue or sale of memberships or securities. (Added by Stats. 1978, Ch. 567.)
  162. 9410.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    Unless the articles or bylaws say otherwise, this chapter applies to member meetings and member approvals, and the articles or bylaws may set any reasonable method for calling, noticing, and holding those meetings or obtaining approvals.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9410. (a) In the absence of a contrary provision in the articles or bylaws, the provisions of this chapter shall apply to any regular or special meeting of members or obtaining approval of members (Section 5034) or approval of a majority of members (Section 5033). The articles or bylaws may provide any reasonable method of calling, noticing, and holding such meetings or obtaining such approvals. (b) Anything in subdivision (a) to the contrary notwithstanding, the articles or bylaws may not vary the provisions of subdivision (e) of Section 9411, subdivision (e) of Section 9417 (if proxies are authorized), or Section 9418. (Amended by Stats. 1981, Ch. 587, Sec. 51.)
  163. 9411.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    This section lets nonprofit religious corporations hold member meetings in person or remotely, but remote-only meetings are allowed only under stated conditions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9411. (a) Subject to the provisions of this chapter, regular and special meetings of members shall be called, noticed, and held as may be ordered by the board. Notwithstanding the foregoing, the notice of a members’ meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (n) of Section 9140. Subject to any limitations in the articles or bylaws of the corporation, if authorized by the board of directors in its sole discretion, and subject to those guidelines and procedures as the board of directors may adopt, members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of members may, by electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, participate in a meeting of members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of members, subject to subdivision (f). (b) Special meetings of members for any lawful purpose may be called by the board or the chairperson of the board or the president. In addition, special meetings of members for any lawful purpose may be called by 5 percent or more of the members. (c) Upon request in writing to the chairperson of the board, president, vice president, or secretary by any person (other than the board) entitled to call a special meeting of members, the board shall expeditiously set a reasonable time and place for the meeting and the officer forthwith shall cause notice to be given to the members entitled to vote of the time and place of the meeting. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The court may issue such orders as may be appropriate, including, without limitation, orders designating the time and place of the meeting, the record date for determination of members entitled to vote, and the form of notice. (d) The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person (or, if proxies are allowed, by proxy), and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this part to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of members need be specified in any written waiver of notice, consent to the holding of the meeting, or approval of the minutes thereof except as provided in subdivision (e). (e) Any member approval required under subdivision (b) of Section 9150, Section 9222, Section 5812 (made applicable pursuant to Section 9620), subdivision (a) of Section 9631, subdivision (c) of Section 9640, subdivision (a) of Section 6015 (made applicable pursuant to Section 9640), or subdivision (b) of Section 9680, other than unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice. (f) A meeting of the members may be conducted, in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communication, conference telephone, or other means of remote communication if the corporation implements reasonable measures: (1) to provide members and proxyholders (if proxies are allowed) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if any member or proxyholder (if proxies are allowed) votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify that each person who has voted remotely is a member or proxyholder (if proxies are allowed). A corporation shall not conduct a meeting of members solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless one or more of the following conditions apply: (A) all of the members consent; (B) the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (n) of Section 9140; or (C) notwithstanding the absence of consent from all members pursuant to (A) or subdivision (b) of Section 20, the meeting includes a live audiovisual feed for the duration of the meeting. A corporation holding a meeting pursuant to (C) may offer, in addition to remote audiovisual feed, an audio-only means by which a member or proxyholder may participate provided that the choice between participating via audiovisual or via audio-only means is made by the member or proxyholder and the corporation does not impose any barriers to either mode of participation. A de minimis disruption of an audio or audiovisual feed does not require a corporation to end a meeting under, or render the corporation out of compliance with, this subdivision. (Amended by Stats. 2024, Ch. 157, Sec. 4. (AB 2908) Effective January 1, 2025.)
  164. 9412.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    This section sets the quorum and voting rules for member meetings of a nonprofit religious corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9412. (a) One-third of the voting power, represented in person, by written ballot, or by proxy, shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members. (b) The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum or, if required by this division, or by the articles or the bylaws, the vote of the greater number or voting by classes. (c) In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted, except as provided in subdivision (b). (Amended by Stats. 2000, Ch. 485, Sec. 15. Effective January 1, 2001.)
  165. 9413.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    Members can act by written ballot without a meeting if everyone is asked, enough signed approvals are received, and quorum and approval thresholds are met.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9413. (a) Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the written ballot of every member is solicited, if the required number of signed approvals in writing, setting forth the action so taken, is received, and if the requirements of subdivision (c) are satisfied. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that ballot and any related material may be sent by electronic transmission by the corporation (Section 20) and responses may be returned to the corporation by electronic transmission to the corporation (Section 21). (b) All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted. (c) Approval by written ballot pursuant to this section shall be valid only when the number of ballots cast on or before the time the ballot must be returned to be counted equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of ballots cast. (d) A written ballot may not be revoked. (e) Directors may be elected by written ballot under this section, where authorized by the articles or bylaws, except that election by written ballot may not be authorized where the directors are elected by cumulative voting pursuant to Section 9415. (Amended by Stats. 2004, Ch. 254, Sec. 33. Effective January 1, 2005.)
  166. 9414.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    If meeting or consent procedures are impractical, the superior court may authorize an alternative meeting or voting process.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9414. (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 prescribed by its articles or bylaws, or this part, then the superior court of the proper county, upon petition of a director, officer, delegate, or member, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances. (b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all parties who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this part, whether or not the method results in actual notice to every such person, or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are. (c) The order issued pursuant to this section may dispense with any requirement relating to the holding of and voting at meetings or obtaining of votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this part. (d) Wherever practical any order issued pursuant to this section shall limit the subject matter of the meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, sale of assets or reorganization of the corporation. (e) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws and this part. (Amended by Stats. 1986, Ch. 766, Sec. 32.)
  167. 9415.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    This section lets members use cumulative voting for directors only if the articles or bylaws allow it, and sets notice and nomination conditions for doing so.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9415. (a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate such member’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the member is entitled, or distribute the member’s votes on the same principle among as many candidates as the member thinks fit. (b) No member shall be entitled to cumulate votes for a candidate or candidates unless such candidate’s name or candidates’ names have been placed in nomination prior to the voting and the member has given notice at the meeting prior to the voting of the member’s intention to cumulate votes. If any one member has given such notice, all members may cumulate their votes for candidates in nomination. (c) In any election of directors, the candidates receiving the highest number of votes are elected, subject to any lawful provision specifying election by classes. (d) Elections for directors need not be by ballot unless a member demands election by ballot at the meeting and before the voting begins or unless the bylaws so require. (Repealed and added by Stats. 1981, Ch. 570, Sec. 10.)
  168. 9417.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    Members may appoint a proxy to act for their membership, but the proxy right can be limited by the articles or bylaws.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9417. (a) Any member may authorize another person or persons to act by proxy with respect to such membership, except that this right may be limited or withdrawn by the articles or bylaws. Any proxy purported to be executed in accordance with the provisions of this part shall be presumptively valid. (b) No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three years from the date of execution. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto. Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. (c) A proxy is not revoked by the death or incapacity of the maker or the termination of a membership as a result thereof unless, before the vote is counted, written notice of such death or incapacity is received by the corporation. (d) The proxy of a member may not be irrevocable. (e) Any proxy covering matters requiring a vote of the members pursuant to Section 5812 (made applicable pursuant to Section 9620), subdivision (a) of Section 9631, subdivision (c) of Section 9640, subdivision (a) of Section 6015 (made applicable pursuant to Section 9640), or subdivision (b) of Section 9680 is not valid unless it sets forth the general nature of the matter to be voted on. (Amended by Stats. 1981, Ch. 587, Sec. 53.)
  169. 9418.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    The superior court may be asked to decide whether a director election or appointment is valid, and it can order notice, a prompt hearing, and other relief.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9418. (a) Upon the filing of an action therefor by any director or member, or by any person who had the right to vote in the election at issue after such director, member, or person has exhausted any remedies provided in the articles or bylaws, the superior court of the proper county shall determine the validity of any election or appointment of any director of any corporation. (b) Upon the filing of the complaint, and before any further proceedings are had, the court shall enter an order fixing a date for the hearing, which shall be within five days unless for good cause shown a later date is fixed, and requiring notice of the date for the hearing and a copy of the complaint to be served upon the corporation and upon the person whose purported election or appointment is questioned and upon any person (other than the plaintiff) whom the plaintiff alleges to have been elected or appointed, in the manner in which a summons is required to be served, or, if the court so directs, by registered mail; and the court may make such further requirements as to notice as appear to be proper under the circumstances. (c) The court, consistent with the provisions of this part and in conformity with the articles and bylaws to the extent feasible, may determine the person entitled to the office of director or may order a new election to be held or appointment to be made, may determine the validity of the issuance of memberships and the right of persons to vote and may direct such other relief as may be just and proper. (Added by Stats. 1978, Ch. 567.)
  170. 9419.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    A director election, appointment, or removal is conclusively presumed valid after nine months if there was no fraud and the only defect was failure to give required notice.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9419. In the absence of fraud, any election, appointment or removal of a director is conclusively presumed valid nine months thereafter if the only defect in the election, appointment or removal is the failure to give notice as provided in this part or in the corporation’s articles or bylaws. (Added by Stats. 1979, Ch. 724.)
  171. 9420.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    Members may take required or permitted action without a meeting if all members consent in writing.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9420. 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. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members. (Added by Stats. 1981, Ch. 587, Sec. 54.)
  172. 9421.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. )

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    A nonprofit religious corporation may accept or reject ballots, consents, waivers, and proxy appointments in good faith, and good-faith acceptance or rejection is generally protected from damages.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 4. Meetings and Voting [9410 - 9421] ( Chapter 4 added by Stats. 1978, Ch. 567. ) ## 9421. (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, or proxy appointment and give it effect as the act of the member. (b) If the name signed on a ballot, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if any of the following occur: (1) The member is an entity and the name signed purports to be that of an officer or agent of the entity. (2) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the ballot, consent, waiver, or proxy appointment. (3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders. (c) The corporation is entitled to reject a ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt concerning the validity of the signature or the signatory’s authority to sign for the member. (d) The corporation and any officer or agent thereof who accepts or rejects a ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section shall not be liable in damages to the member for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a ballot, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. (Added by Stats. 1996, Ch. 589, Sec. 44. Effective January 1, 1997.)
  173. 9510.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. )

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    Each corporation must keep proper books, minutes, and member records, and those records may be kept in written or convertible form.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. ) ## 9510. (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. (3) A record of its members giving their names and addresses and the class of membership held by each. (b) Those minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes and other books and records are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes and other books and records are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record. (Amended by Stats. 2004, Ch. 254, Sec. 34. Effective January 1, 2005.)
  174. 9511.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. )

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    A member may inspect and copy the corporation’s member records, including names, addresses, and voting rights, unless the articles or bylaws provide otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. ) ## 9511. Except as otherwise provided in the articles or bylaws, a member may inspect and copy the record of all the members’ names, addresses and voting rights, at reasonable times, upon five business days’ prior written demand upon the corporation for a purpose reasonably related to the member’s interest as a member. (Amended by Stats. 1979, Ch. 724.)
  175. 9512.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. )

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    A nonprofit religious corporation’s accounting books, records, and board/member minutes must be open to inspection by any member on written demand, at a reasonable time, for a purpose related to the member’s interests, unless the articles or bylaws provide otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. ) ## 9512. Except as otherwise provided in the articles or bylaws, 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 member at any reasonable time, for a purpose reasonably related to such person’s interests as a member. (Added by Stats. 1978, Ch. 567.)
  176. 9513.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. )

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    Every director has a right to inspect and copy the corporation’s books, records, and documents, and to inspect its physical properties, at a reasonable time and for a purpose related to the director’s interests as a director.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. ) ## 9513. Every director shall have the 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 which such person is a director for a purpose reasonably related to such person’s interests as a director. (Amended by Stats. 1981, Ch. 587, Sec. 55.)
  177. 9514.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. )

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    If a lawful inspection demand is refused, the superior court may enforce inspection or appoint inspectors/accountants, and corporation officers and agents must produce books and documents to them.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 5. Records, Reports and Rights of Inspection [9510 - 9514] ( Chapter 5 added by Stats. 1978, Ch. 567. ) ## 9514. (a) Upon refusal of a lawful demand for inspection under this chapter, the superior court of the proper county, or the county where the books or records in question are kept, may enforce the demand or right of inspection with just and proper conditions or may, for good cause shown, appoint one or more competent inspectors or independent accountants to audit the financial statements kept in this state and investigate the property and funds of any corporation and of any subsidiary corporation thereof, domestic or foreign, keeping records in this state and to report thereon in such manner as the court may direct. (b) All officers and agents of the corporation shall produce to the inspectors or accountants so appointed all books and documents in their custody or power, under penalty of punishment for contempt of court. (c) All expenses of the investigation or audit shall be defrayed by the applicant unless the court orders them to be paid or shared by the corporation. (Amended by Stats. 1979, Ch. 724.)
  178. 9610.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Distributions [9610- 9610.] ( Article 1 added by Stats. 1978, Ch. 567. )

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    Chapter 4 provisions apply to religious corporations, except Section 5420(b). Certain people may sue in the corporation’s name, and the court may award punitive damages in fraud-related distribution cases.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 1. Distributions [9610- 9610.] ( Article 1 added by Stats. 1978, Ch. 567. ) ## 9610. (a) The provisions of Chapter 4 (commencing with Section 5410) of Part 2 apply to religious corporations except for subdivision (b) of Section 5420. (b) Suit may be brought in the name of the corporation by a creditor, a director, or the authorized number of members. In any such action in addition to the remedy provided in subdivision (a) of Section 5420, the court may award punitive damages for the benefit of the corporation against any director, officer, member or other person who with intent to defraud the corporation caused, received or aided and abetted in the making of any distribution. (Repealed and added by Stats. 1978, Ch. 567.)
  179. 9620.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Amendment of Articles [9620 - 9621] ( Article 2 added by Stats. 1978, Ch. 567. )

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    This section makes Chapter 8 of Part 2 generally apply to religious corporations, with listed exceptions, and lets a limited-term corporation extend its existence by amending its articles to allow perpetual existence.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Amendment of Articles [9620 - 9621] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9620. (a) The provisions of Chapter 8 (commencing with Section 5810) of Part 2 apply to religious corporations except for Section 5813.5, the second sentence of Section 5817, and Section 5818. (b) A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term of its existence by an amendment to its articles removing any provision limiting the term of its existence and providing for perpetual existence. If the filing of the certificate of amendment providing for perpetual existence would be prohibited if it were original articles by the provisions of Section 9122 the Secretary of State shall not file such certificate unless, by the same or a concurrently filed certificate of amendment, the articles of such corporation are amended to adopt a new available name. For the purpose of the adoption of any such amendment, persons who have been functioning as directors of such corporation shall be considered to have been validly elected even though their election may have occurred after the expiration of the original term of the corporate existence. (Amended by Stats. 1981, Ch. 587, Sec. 56.)
  180. 9621.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Amendment of Articles [9620 - 9621] ( Article 2 added by Stats. 1978, Ch. 567. )

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    A religious corporation may amend its articles to change its status to certain other corporation types if it follows this section and related Chapter 8 rules.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 2. Amendment of Articles [9620 - 9621] ( Article 2 added by Stats. 1978, Ch. 567. ) ## 9621. (a) A religious corporation may amend its articles to change its status to that of (1), a public benefit corporation, by complying with this section and the other sections of Chapter 8 (commencing with Section 5810) of Part 2 (made applicable pursuant to Section 9620) or (2), a mutual benefit corporation, business corporation, a social purpose corporation, or cooperative corporation by complying with Chapter 8 (commencing with Section 5810) of Part 2. (b) Amended articles authorized by this section shall include the provisions which would have been required (other than the initial street address and initial mailing address of the corporation and the name of the initial agent for service of process if a statement has been filed pursuant to Section 6210, made applicable pursuant to Section 9660) and may in addition only include those provisions which would have been permitted, in original articles filed by the type of corporation (public benefit, mutual benefit, business, social purpose, or cooperative) into which the religious corporation is changing its status. (Amended by Stats. 2014, Ch. 694, Sec. 70. (SB 1301) Effective January 1, 2015.)
  181. 9630.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. )

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    The board may approve certain mortgages, deeds of trust, pledges, or other hypothecations of corporation property. Unless the articles or bylaws say otherwise, member approval or approval by any other person is not needed.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9630. Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s property, real or personal, for the purpose of securing the payment or performance of any contract or obligation may be approved by the board. Unless the articles or bylaws otherwise provide, no approval of the members (Section 5034) or of any other person or persons shall be necessary for such action. (Amended by Stats. 1979, Ch. 724.)
  182. 9631.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A corporation may sell or otherwise dispose of all or substantially all of its assets if the required approvals are obtained, and the board may later abandon the proposed transaction in some cases.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9631. (a) Subject to the provisions of Section 9142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms are: (1) Approved by the board; and (2) Unless the transaction is in the usual and regular course of its activities, approved by the members (Section 5034) and by any other person or persons whose approval is required by the articles or bylaws either before or after approval by the board and before or after the transaction. (b) Subject to any provision in the articles or bylaws, the board may, notwithstanding approval by the members (Section 5034) or such other person, abandon the proposed transaction without further action by the members, subject to the contractual rights, if any, of third parties. (c) Subject to the provisions of Section 9142, such sale, lease, conveyance, exchange, transfer or other disposition may be made upon such terms and conditions and for such consideration as the board may deem in the best interests of the corporation. The consideration may be money, property, or securities of any domestic corporation, foreign corporation, or foreign business corporation or any of them. (Amended by Stats. 1981, Ch. 587, Sec. 57.)
  183. 9632.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A corporation’s secretary or assistant secretary may attach a certificate to a deed or other transfer document for corporate assets.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9632. Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an assistant secretary of the corporation, setting forth that the transaction has been validly approved by the board, that the notice, if any, required by Section 9633 has been given and (a) stating that the property described in such deed or instrument is less than substantially all of the assets of the corporation or that the transfer is in the usual and regular course of the business of the corporation, if such be the case, or (b) if such property constitutes all or substantially all of the assets of the corporation and the transfer is not in the usual and regular course of the business of the corporation, stating the fact of approval thereof by the members (Section 5034). Such certificate is prima facie evidence of the existence of the facts authorizing such conveyance or other transfer of the assets and conclusive evidence in favor of any purchaser or encumbrancer for value who, without notice of any trust restriction applicable to the property or any failure to comply therewith, in good faith parted with value. (Added by Stats. 1979, Ch. 724.)
  184. 9633.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. )

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    A corporation must give the Attorney General written notice 20 days before disposing of all or substantially all of its assets, unless the Attorney General gives a written waiver.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9633. A corporation must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets unless the Attorney General has given the corporation a written waiver of this section as to the proposed transaction. (Added by Stats. 1979, Ch. 724.)
  185. 9634.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. )

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    Article 2 of Chapter 9 of Part 2 applies to religious corporations, but only to the extent that Article 2 itself provides.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 3. Sale of Assets [9630 - 9634] ( Article 3 added by Stats. 1978, Ch. 567. ) ## 9634. The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to religious corporations to the extent provided therein. (Added by Stats. 2011, Ch. 442, Sec. 26. (AB 1211) Effective January 1, 2012.)
  186. 9640.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Mergers [9640- 9640.] ( Article 4 added by Stats. 1978, Ch. 567. )

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    This section sets merger rules for religious corporations and related merger documents and approvals.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 4. Mergers [9640- 9640.] ( Article 4 added by Stats. 1978, Ch. 567. ) ## 9640. (a) The provisions of Chapter 10 (commencing with Section 6010) of Part 2 apply to religious corporations except subdivision (a) of Section 6010 and Sections 6011 and 6012. (b) A corporation may merge with any domestic corporation, foreign corporation, or other business entity (Section 5063.5). However, without the prior written consent of the Attorney General, a religious corporation may only merge with another religious corporation or with a public benefit corporation or a foreign nonprofit corporation or an unincorporated association, the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes. (c) The principal terms of the merger shall be approved by the members (Section 5034) of each class of each constituent corporation and by each other person or persons whose approval of an amendment of the articles is required by the articles or bylaws; and the approval by the members (Section 5034) or any other person or persons required by this section may be given before or after the approval by the board. (d) The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons may be parties to the agreement of merger. The agreement shall state all of the following: (1) The terms and conditions of the merger. (2) The amendments, subject to Sections 5810 and 5816, to the articles of the surviving corporation to be effected by the merger, if any. If any amendment changes the name of the surviving corporation, the new name may be the same as or similar to the name of a disappearing corporation, subject to subdivision (b) of Section 9122. (3) The amendments to the bylaws of the surviving corporation to be effected by the merger, if any. (4) The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation. (5) The manner, if any, of converting memberships of the constituent corporations into memberships of the surviving corporation. (6) Any other details or provisions as are desired, if any. (Amended by Stats. 2011, Ch. 442, Sec. 27. (AB 1211) Effective January 1, 2012.)
  187. 9650.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bankruptcy Reorganizations and Arrangements [9650- 9650.] ( Article 5 added by Stats. 1978, Ch. 567. )

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    Bankruptcy reorganization proceedings involving a corporation are governed by Chapter 14 of Division 1 of Title 1.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 5. Bankruptcy Reorganizations and Arrangements [9650- 9650.] ( Article 5 added by Stats. 1978, Ch. 567. ) ## 9650. 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 governed by the provisions of Chapter 14 (commencing with Section 1400) of Division 1 of Title 1, and for this purpose the reference in Chapter 14 to “shareholders” shall be deemed to be a reference to members and the reference to “this division” shall be deemed to be a reference to this part. (Amended by Stats. 2009, Ch. 500, Sec. 23. (AB 1059) Effective January 1, 2010.)
  188. 9660.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 6. Filings [9660- 9660.] ( Article 6 added by Stats. 1978, Ch. 567. )

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    Religious corporations are subject to Chapter 12 starting at Section 6210, except Section 6216, and the Attorney General may sue in the proper county to enforce compliance.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 6. Filings [9660- 9660.] ( Article 6 added by Stats. 1978, Ch. 567. ) ## 9660. (a) The provisions of Chapter 12 (commencing with Section 6210) of Part 2 apply to religious corporations except for Section 6216. (b) The Attorney General may bring an action in the proper county to compel compliance with Chapter 12 (commencing with Section 6210) made applicable to religious corporations by this section. (Added by Stats. 1978, Ch. 567.)
  189. 9670.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 7. Service of Process [9670- 9670.] ( Article 7 added by Stats. 1978, Ch. 567. )

    Verify source ↗

    Service of process on a corporation is governed by Chapter 17, starting with Section 1700, of Division 1 of Title 1.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 7. Service of Process [9670- 9670.] ( Article 7 added by Stats. 1978, Ch. 567. ) ## 9670. Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1. (Added by Stats. 1978, Ch. 567.)
  190. 9680.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 8. Dissolution [9680 - 9680.5] ( Article 8 added by Stats. 1978, Ch. 567. )

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    This section lets a nonprofit religious corporation vote to dissolve under specified approval methods and sets rules for court-supervised winding up and asset disposal.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 8. Dissolution [9680 - 9680.5] ( Article 8 added by Stats. 1978, Ch. 567. ) ## 9680. (a) Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of Part 2 apply to religious corporations except for Sections 6610, 6614, 6710, 6711 and 6716. (b) (1) Any corporation may elect voluntarily to wind up and dissolve (A) by approval of a majority of all the members (Section 5033) or (B) by approval of the board and approval of the members (Section 5034). (2) Any corporation which comes within one of the following descriptions may elect by approval of the board to wind up and dissolve: (A) A corporation which has been the subject of an order for relief in bankruptcy. (B) A corporation which has disposed of all its assets and has not conducted any activity for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation. (C) A corporation which has no members. (D) A corporation which is required to dissolve under provisions of its articles adopted pursuant to subparagraph (i) of paragraph (2) of subdivision (a) of Section 9132. (3) If a corporation comes within one of the descriptions in paragraph (2) and if the number of directors then in office is less than a quorum, it may elect to voluntarily wind up and dissolve by any of the following: (A) The unanimous consent of the directors then in office. (B) The affirmative vote of a majority of the directors then in office at a meeting held pursuant to waiver of notice by those directors complying with paragraph (3) of subdivision (a) of Section 9211. (C) The vote of a sole remaining director. (4) If a corporation elects to voluntarily wind up and dissolve pursuant to paragraph (3), references to the board in this chapter shall be deemed to be to a board consisting solely of those directors or that sole director and action by the board shall require at least the same consent or vote as would be required under paragraph (3) for an election to wind up and dissolve. (c) If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (1) the corporation, or (2) the authorized number (Section 5036), or (3) the Attorney General, or (4) three or more creditors, and upon such notice to the corporation and members and creditors as the court may order, may take jurisdiction over the voluntary winding up proceeding if that appears necessary for the protection of the assets of the corporation. The court, if it assumes jurisdiction, may make such orders as to any and all matters concerning the winding up of the affairs of the corporation and the protection of its creditors and its assets as justice and equity may require. Chapter 15 (commencing with Section 6510) (except Sections 6510 and 6511) shall apply to those court proceedings. (d) 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, the following acts in the name and on behalf of the corporation: (1) To elect officers and to employ agents and attorneys to liquidate or wind up its affairs. (2) To continue the conduct of the affairs of the corporation insofar as necessary for the disposal or winding up thereof. (3) To carry out contracts and collect, pay, compromise, and settle debts and claims for or against the corporation. (4) To defend suits brought against the corporation. (5) To sue, in the name of the corporation, for all sums due or owing to the corporation or to recover any of its property. (6) To collect any amounts remaining unpaid on memberships or to recover unlawful distributions. (7) Subject to the provisions of Section 9142, to sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the corporation in an amount deemed reasonable by the board without compliance with Section 9631, and to execute bills of sale and deeds of conveyance in the name of the corporation. (8) In general, to make contracts and to do any and all things in the name of the corporation which may be proper or convenient for the purposes of winding up, settling and liquidating the affairs of the corporation. (e) After complying with Section 6713: (1) 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 subject to complying with the provisions of any trust under which such assets are held. (2) Except as provided in subdivision (3), the disposition required in subdivision (1) shall be made by decree of the superior court of the proper county. The decree shall be made upon petition therefor, upon 30 days’ notice to the Attorney General, by any person concerned in the dissolution. (3) The disposition required in subdivision (1) may be made without the decree of the superior court, subject to the rights of persons concerned in the dissolution, if the Attorney General makes a written waiver of objections to the disposition. (f) A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 9224. (g) Chapter 15 (commencing with Section 6510) does not apply to religious corporations except to the extent its provisions apply under subdivision (d) of Section 6617, subdivision (c) of Section 6719, or subdivision (c) or (d) of this section. (Amended by Stats. 2009, Ch. 631, Sec. 35. (AB 1233) Effective January 1, 2010.)
  191. 9680.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 8. Dissolution [9680 - 9680.5] ( Article 8 added by Stats. 1978, Ch. 567. )

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    A nonprofit religious corporation with no memberships may be dissolved by filing a signed and verified certificate of dissolution, and the filing triggers dissolution.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 8. Dissolution [9680 - 9680.5] ( Article 8 added by Stats. 1978, Ch. 567. ) ## 9680.5. (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 been elected, the incorporator or a majority of the incorporators, may sign and verify a certificate of dissolution stating the following: (1) That the certificate of dissolution is being filed within 24 months from the date the articles of incorporation were filed. (2) That the corporation does not have any debts or other liabilities, except as provided in paragraph (3) and subdivision (d). (3) That the tax liability will be satisfied on a taxes-paid basis or that a person or corporation or other business entity assumes the tax liability, if any, of the dissolving corporation and is responsible for additional corporate taxes, if any, that are assessed and that become due after the date of the assumption of the tax liability. (4) That a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code. (5) That the corporation was created in error. (6) That the known assets of the corporation remaining after payment of, or adequately providing for, known debts and liabilities have been distributed as required by law or that the corporation acquired no known assets, as the case may be. (7) That a majority of the directors, or, if no directors have been named in the articles or been elected, the incorporator or a majority of the incorporators authorized the dissolution and elected to dissolve the corporation. (8) That the corporation has not issued any memberships, and if the corporation has received payments for memberships, those payments have been returned to those making the payments. (9) That the corporation is dissolved. (b) A certificate of dissolution signed and verified pursuant to subdivision (a) shall be filed with the Secretary of State. The Secretary of State shall notify the Franchise Tax Board of the dissolution. (c) Upon filing a certificate of dissolution pursuant to subdivision (b), a corporation shall be dissolved and its powers, rights, and privileges shall cease. (d) Notwithstanding the dissolution of a nonprofit corporation pursuant to this section, its liability to creditors, if any, is not discharged. The liability of the directors of, or other persons related to, the dissolved corporation is not discharged. The dissolution of a nonprofit corporation pursuant to this section shall not diminish or adversely affect the ability of the Attorney General to enforce liabilities as otherwise provided by law. (Added by Stats. 2015, Ch. 363, Sec. 5. (AB 557) Effective January 1, 2016.)
  192. 9690.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 9. Crimes and Penalties [9690- 9690.] ( Article 9 added by Stats. 1978, Ch. 567. )

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    Religious corporations are subject to Chapter 18 (starting with Section 6810) of Part 2, and courts are encouraged to consider restitution when sentencing fraud convictions involving religious activity.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110 - 9690] ( Part 4 added by Stats. 1978, Ch. 567. ) ## CHAPTER 6. Miscellaneous Provisions [9610 - 9690] ( Chapter 6 added by Stats. 1978, Ch. 567. ) ## ARTICLE 9. Crimes and Penalties [9690- 9690.] ( Article 9 added by Stats. 1978, Ch. 567. ) ## 9690. The provisions of Chapter 18 (commencing with Section 6810) of Part 2 apply to religious corporations. In so providing, the Legislature encourages the criminal courts of this state in sentencing persons convicted of fraudulent activities in the guise of religious activity to exercise their authority to impose restitution as a means of compensating the victims. (Amended by Stats. 1980, Ch. 1324.)
  193. 9910.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. )

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    This section defines several nonprofit-corporation law terms used in Sections 9910 to 9927.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. ) ## 9910. As used in Sections 9910 to 9927 of this part: (a) “New public benefit, mutual benefit and religious corporation law” means Part 1 (commencing with Section 5002), Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing with Section 9110) and Part 5 (commencing with Section 9910), of Division 2 of Title 1 of the Corporations Code enacted by the California Legislature during the 1977–1978 Regular Session and, except as required by Section 9912, operative January 1, 1980. (b) “New public benefit corporation law” means Part 2 of the new public benefit, mutual benefit and religious corporation law. (c) “New mutual benefit corporation law” means Part 3 of the new public benefit, mutual benefit, and religious corporation law. (d) “New religious corporation law” means Part 4 of the new public benefit, mutual benefit and religious corporation law. (e) “Prior nonprofit law” means Part 1, Division 2 (commencing with Section 9000) of Title 1 of the Corporations Code in effect on December 31, 1979. (f) “Subject corporation” means any corporation described in paragraphs (3) through (5), inclusive, of subdivision (a) of Section 5003 and subject to the prior nonprofit law. (Added by Stats. 1978, Ch. 567.)
  194. 9911.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. )

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    This section sets when the new nonprofit corporation laws apply and allows a narrow pending filing to proceed under the prior law.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. ) ## 9911. (a) The new public benefit corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 2 of this division or which are expressly governed by Part 2 pursuant to a particular provision of this division, Division 3 (commencing with Section 12000) or other specific statutory provision. (b) The new mutual benefit corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 3 of this division or which are expressly governed by Part 3 pursuant to a particular provision of this division or Division 3 (commencing with Section 12000) or other specific statutory provision. (c) The new religious corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 4 of this division or which are expressly governed by Part 4 pursuant to a particular provision of this division, Division 3 (commencing with Section 12000) or other specific statutory provision. (d) Notwithstanding subdivisions (a) through (c), if articles of incorporation intended to and in fact meeting the requirements of the prior nonprofit law have been initially received by the Secretary of State prior to January 1, 1980, and the matter is still pending on that date, then the entity may be incorporated pursuant to the prior nonprofit law if its articles are filed prior to May 1, 1980. (e) Except as otherwise expressly provided in this part, (i) the new public benefit corporation law applies to all subject corporations referred to in Section 5060 and to all actions taken by the directors, officers or members of such corporation on or after January 1, 1980; (ii) the new mutual benefit corporation law applies to all subject corporations referred to in Section 5059 and to all actions taken by the directors, officers or members of such corporations on or after January 1, 1980; and (iii) the new religious corporation law applies to all subject corporations referred to in Section 5061 and to all actions taken by the directors, officers or members of such corporations on or after January 1, 1980. (f) Except as otherwise expressly provided in this part, all of the sections of the new public benefit, mutual benefit and religious corporation law governing acts, contracts or other transactions by a corporation or its directors, officers or members, apply only to acts, contracts, or transactions occurring on or after January 1, 1980; and the prior nonprofit law governs acts, contracts or transactions occurring before January 1, 1980. (g) Except as otherwise expressly provided in this part, any vote or consent by the directors or members of a corporation prior to January 1, 1980, in accordance with the prior nonprofit law shall be effective in accordance with that law; and if any certificate or document is required to be filed in any public office of this state relating to such vote or consent, it may be filed on or after January 1, 1980, in accordance with the prior nonprofit law. (Added by Stats. 1978, Ch. 567.)
  195. 9912.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. )

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    This section classifies certain nonprofit corporations into the new public benefit, mutual benefit, or religious corporation law and allows a court petition to determine status.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. ) ## 9912. (a) Each corporation which is subject (pursuant to the terms of the prior nonprofit law or some other specific statutory provision) to the prior nonprofit law shall, on and after January 1, 1980, be subject to the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law based on the following: (1) Any corporation of a type designated by statute as being subject to the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law, shall be subject to such law. (2) Any corporation organized primarily or exclusively for religious purposes shall be subject to the new religious corporation law. (3) Any corporation which does not come within paragraphs 1 or 2 of this subdivision but which has received an exemption under Section 23701d of the Revenue and Taxation Code, shall be subject to the new public benefit corporation law. (4) Any corporation which does not come within paragraphs 1, 2, or 3 of this subdivision and all of the assets of which are irrevocably dedicated to charitable or public purposes and which according to its articles or bylaws must upon dissolution distribute its assets to a person or persons carrying on a similar purpose or purposes shall be subject to the new public benefit corporation law. (5) Any corporation which does not come within paragraphs 1, 2, 3 or 4 of this subdivision and which permits distribution of assets to its members upon dissolution shall be subject to the new mutual benefit corporation law. (6) Any corporation not otherwise described in this subdivision shall be subject to the new mutual benefit corporation law. (b) Prior to January 1, 1980, the Secretary of State’s office shall send a nonbinding, advisory notice to each corporation covered by subdivision (a) indicating the type of corporation it is, based on the rules set forth in subdivision (a) of this section. (c) Notwithstanding subdivision (a), assets held by a mutual benefit corporation in charitable trust shall be administered in compliance with the provisions of the trust and in accordance with any standards applicable pursuant to Section 7238. (d) A corporation may petition the superior court of the proper county to determine its status as a public benefit, mutual benefit or religious corporation in accordance with subdivision (a). Notice of the proceeding shall be given as the court may direct. Any member may intervene. Notice of the proceeding shall be served on the Attorney General who may intervene. A certified copy of any final judgment in any such proceeding shall be filed with the Secretary of State. (e) The Secretary of State may, in carrying out any obligation arising under this article, require any information necessary on existing corporations from the Franchise Tax Board or other state agency. (Amended by Stats. 1979, Ch. 724.)
  196. 9913.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. )

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    This section limits when certain new nonprofit corporation-law article provisions apply, and says some amendments can be adopted by the board alone, with member approval required for some broader changes.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. ) ## 9913. (a) The provisions of Sections 5130, 5131 and 5132 of the new Public Benefit Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations designated as public benefit corporations unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part. (b) The provisions of Sections 7130, 7131, and 7132 of the new Mutual Benefit Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations governed by the Mutual Benefit Corporation Law unless and until an amendment of the articles of incorporation is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part. (c) The provisions of Sections 9130, 9131, and 9132 of the new Religious Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations governed by the Religious Corporation Law unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part. (d) The amendment described in subdivision (a) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the public benefit corporation to Section 5130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 5151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made. (e) The amendment described in subdivision (b) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the mutual benefit corporation to subdivisions (a) and (b) of Section 7130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 7151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made. (f) The amendment described in subdivision (c) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the religious corporation to Section 9130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 9151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made. (g) The amendment shall not contain the initial street address or initial mailing address of the corporation or name the corporation’s initial agent for service of process if a statement required by Section 6210, 8210, or 6210 (made applicable by Section 9660), as the case may be, has been filed. (Amended by Stats. 2012, Ch. 494, Sec. 26. (SB 1532) Effective January 1, 2013.)
  197. 9914.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. )

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    This section says different new corporation-law sections apply to public benefit, mutual benefit, and religious subject corporations, and that certain pre-amendment statements in articles about corporate powers are not limiting unless expressly stated.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. ) ## 9914. Section 5140 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, and Section 7140 of the new mutual benefit corporation law applies to subject corporations governed by the mutual benefit corporation law and Section 9140 of the new religious corporation law applies to subject corporations governed by the religious corporation law; but any statement in the articles of such corporations prior to an amendment thereof pursuant to Section 9913, relating to the powers of the corporation shall not be construed as a limitation unless it is expressly stated as such. (Added by Stats. 1978, Ch. 567.)
  198. 9915.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. )

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    Certain nonprofit corporations stay under the prior nonprofit law unless an amendment of the articles is filed, and some board-size or board-structure changes also need member approval.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. ) ## 9915. (a) Subdivision (a) of Section 5151 of the new public benefit corporation law does not apply to subject corporations governed by the public benefit corporation law, subdivision (a) of Section 7151 of the new mutual benefit corporation law does not apply to subject corporations governed by the mutual benefit corporation law, and subdivision (a) of Section 9151 of the new religious corporation law does not apply to subject corporations governed by the religious corporation law, but those corporations shall continue to be governed by the prior nonprofit law unless and until an amendment of the articles is filed pursuant to Section 9913. If an amendment makes any change in the number of directors or the maximum or minimum number of directors or makes change from a fixed to a variable board or vice versa, it shall also be approved by the members (Section 5034). (b) Notwithstanding subdivision (a), the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law, as appropriate, rather than the provisions of the prior nonprofit law apply with the respect to determining the limits on the number of directors. (Amended by Stats. 1988, Ch. 919, Sec. 12.)
  199. 9916.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. )

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    This section says certain new nonprofit corporation law provisions apply to subject corporations, and it treats their treasurer as the chief financial officer unless the articles or bylaws say otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. ) ## 9916. Subdivision (a) of Section 5213 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, subdivision (a) of Section 7213 of the new mutual benefit corporation law apply to subject corporations governed by the mutual benefit corporation law, and subdivision (a) of Section 9213 of the new religious corporation law applies to subject corporations governed by the religious corporation law; but the “treasurer” of those corporations shall be deemed to be the “chief financial officer,” unless otherwise provided in the articles or bylaws. (Amended by Stats. 2009, Ch. 631, Sec. 36. (AB 1233) Effective January 1, 2010.)
  200. 9916.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. )

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    This section lets certain directors keep serving past the normal limit for a transition period ending December 31, 1982, if the listed January 1, 1980 conditions are met.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 5. TRANSITION PROVISIONS [9910 - 9928] ( Part 5 added by Stats. 1978, Ch. 567. ) ## 9916.5. Subdivisions (a) and (d) of Section 5220 apply to subject corporations governed by the nonprofit public benefit corporation law and subdivisions (a) and (d) of Section 7220 apply to subject corporations governed by the nonprofit mutual benefit corporation law, provided that: (a) If a director on January 1, 1980, is serving a term in excess of three years in duration, the director may continue to serve until December 31, 1982, or until the expiration of the term whichever is earlier. (b) If, on January 1, 1980, more than one-third of the directors of a corporation hold office by virtue of designation or selection, they may continue to do so until December 31, 1982. (Amended by Stats. 1984, Ch. 144, Sec. 23.)

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