Corporations Code, 1947

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9917. Section 5238 governs any proposed indemnification by a public benefit corporation, Section 7237 governs any proposed indemnification by a mutual benefit corporation, and Section 9246 governs any proposed indemnification by a religious corporation, after January 1, 1980, whether the events upon which the indemnification is based occurred before or after January 1, 1980. Any statement relating to indemnification contained in the articles or bylaws of a subject corporation shall not be construed as limiting the indemnification permitted by Section 5238, Section 7237, or Section 9246 unless it is expressly stated as so intended. (Amended by Stats. 1980, Ch. 1155.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9918. Section 7313 of the new mutual benefit corporation law relating to membership certificates applies to the membership certificates of a subject corporation if the certificates are issued on or after January 1, 1980, and the prior nonprofit law shall continue to govern certificates representing memberships issued prior to January 1, 1980, unless and until an amendment of the articles is filed pursuant to Section 9913. (Added by Stats. 1978, Ch. 567.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9920. (a) The provisions of Chapter 5 (commencing with Section 5510) and Chapter 6 (commencing with Section 5610) of the new Public Benefit Corporation Law apply to any meeting of members of a public benefit corporation, the provisions of Chapter 5 (commencing with Section 7510) and Chapter 6 (commencing with Section 7610) of the new Mutual Benefit Corporation Law apply to any meeting of members of a mutual benefit corporation, and the provisions of Chapter 4 (commencing with Section 9410) of the new Religious Corporation Law apply to any meeting of members of a religious corporation, held on or after January 1, 1980, and to any action by such members pursuant to a written ballot, which becomes effective on or after January 1, 1980, and to any vote cast at such a meeting or ballot, given for such action (whether or not a proxy or ballot was executed by the member prior to January 1, 1980). (b) Notwithstanding subdivision (a): (1) The prior nonprofit law shall apply to any such meeting of members and to any vote cast at such a meeting if such meeting was initially called for a date prior to January 1, 1980, and notice thereof was given to members entitled to vote thereat; and (2) Where a proxy would be valid under the prior nonprofit law but would not be valid for a public benefit corporation under the new Public Benefit Corporation Law, for a mutual benefit corporation under the new Mutual Benefit Corporation Law, or for a religious corporation under the new Religious Corporation Law, and where the proxy by its terms expires during or after 1980, such proxy may be voted at meetings of members during 1980 (prior to its expiration date) but not thereafter. (3) Action taken by the board or the members after December 31, 1979, and before January 1, 1982, shall be valid if such action was taken in compliance with the prior nonprofit law and the articles and bylaws as they then existed, subject to the rights of any person who acted in detrimental reliance upon the invalidity of such action prior to Janaury 1, 1982. This subdivision does not validate any provision in the articles or bylaws after December 31, 1981, which does not comply with the then existing provisions of the new public benefit, mutual benefit, or religious corporation law, as the case may be. (Amended by Stats. 1981, Ch. 587, Sec. 61.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9921. Section 5710 of the new public benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a public benefit corporation, and Section 7710 of the new mutual benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a mutual benefit corporation. The prior nonprofit law governs actions commenced prior to but still pending on January 1, 1980. (Added by Stats. 1978, Ch. 567.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9922. Chapters 9 (commencing with Section 5910) and 10 (commencing with Section 6010) of the new public benefit corporation law apply to transactions consummated on or after January 1, 1980, by a public benefit corporation or, subject to Sections 9630 and 9640, by a religious corporation, and Chapters 9 (commencing with Section 7910) and 10 (commencing with Section 8010) of the new mutual benefit corporation law apply to transactions consummated on or after January 1, 1980, by a mutual benefit corporation, unless the approval required by the prior nonprofit law has been given prior to January 1, 1980, or has been given on or after January 1, 1980, but at a meeting of members initially called for a date prior to January 1, 1980, in which case the transaction shall be governed by the prior nonprofit law. (Added by Stats. 1978, Ch. 567.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9923. Chapters 15 (commencing with Section 6510) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to acts for involuntary dissolution of a public benefit corporation commenced on or after January 1, 1980, and Chapters 15 (commencing with Section 8510) and 17 (commencing with Section 8710) of the new mutual benefit corporation law apply to acts for involuntary dissolution of a mutual benefit corporation commenced on or after January 1, 1980; but the prior nonprofit law governs any such actions commenced prior to but still pending on January 1, 1980. (Added by Stats. 1978, Ch. 567.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9924. Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to any voluntary dissolution proceeding initiated with respect to a public benefit corporation or, subject to Section 9680, with respect to a religious corporation, by the filing on or after January 1, 1980, of an election to wind up and dissolve, and Chapters 16 (commencing with Section 8610) and 17 (commencing with Section 8710) of the new mutual benefit corporation law apply to any voluntary dissolution proceeding initiated with respect to a mutual benefit corporation by the filing on or after January 1, 1980, of an election to wind up and dissolve; but the prior nonprofit law governs any such proceeding so initiated prior to January 1, 1980. (Added by Stats. 1978, Ch. 567.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9925. When any corporate agent for service of process has been designated prior to January 1, 1980, and such designation of agent included a name of a city, town or village wherein the corporate agent maintained an office, service on such agent may be effected at any office of the agent set forth in the certificate of the corporate agent filed pursuant to Section 6213 of the new public benefit corporation law (applicable to public benefit corporations and, subject to Section 9660, to religious corporations), Section 8213 of the new mutual benefit corporation law, Section 1505 of the Corporations Code, or filed pursuant to Section 3301.5, 3301.6, 6403.5, or 6403.6 of the Corporations Code as in effect prior to January 1, 1977. (Added by Stats. 1978, Ch. 567.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9926. Any subject corporation that existed on the first day of January, 1873, and was formed under the laws of this state, which corporation has not already elected to continue its existence under the prior nonprofit law, may at any time elect to continue its existence under the provisions of this code applicable thereto by the unanimous vote of all its directors, or such election may be made at any annual meeting of the members, or at any meeting called by the directors especially for considering the subject, if voted by members representing a majority of the voting power, or may be made by the directors upon the written consent of that number of the members. A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous votes or upon the written consent of the members, or a certificate of the proceedings of the meeting of the members when the election is made at any such meeting, signed by the chairperson and secretary of the meeting and a majority of the directors, shall be filed in the office of the Secretary of State, and thereafter the corporation continues its existence under the provisions of this code which are applicable thereto, and possesses all the rights, and powers, and is subject to all the obligations, restrictions, and limitations prescribed thereby. (Amended by Stats. 2022, Ch. 617, Sec. 72. (SB 1202) Effective January 1, 2023.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9927. If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to January 1, 1980, pursuant to the prior nonprofit law as a result of its incorporation of Sections 5700 through 5908 of the prior law (Section 2300), such sections and provisions continue to apply to such a corporation until restoration by the Controller pursuant to such sections. (Added by Stats. 1978, Ch. 567.)

## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 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. ) ## 9928. (a) A corporation which was organized prior to January 1, 1971, under any statutory provisions other than the General Corporation Law as then in effect (Division 1 (commencing with Section 100) of Title 1 of the Corporations Code or predecessor statutory provisions), has never filed a statement pursuant to Section 6210 or 8210, has never filed a statement pursuant to former Section 3301 and is not under suspension by the Franchise Tax Board, shall be subject to suspension by the Secretary of State pursuant to this section. (b) Prior to taking action to suspend, the Secretary of State shall, in accordance with Section 6061 of the Government Code, publish a notice one time in a newspaper of general circulation published in the county in which the articles require the principal office of the corporation to be located. The notice shall identify the corporation by name and corporate number and shall state that the corporation shall be subject to suspension without further notice if a statement pursuant to Section 6210 or 8210 is not filed within 60 days after the date of publication of the notice. (c) Not less than 61 days and not more than 180 days after the date of the publication, the Secretary of State may act to suspend the corporation in accordance with subdivisions (a) and (b). (d) The Secretary of State shall notify the Franchise Tax Board of the suspension and thereupon, except for the purpose of amending the articles to set forth a new name, the corporate powers, rights, and privileges of the corporation are suspended. (e) A statement pursuant to Section 6210 or 8210 may be filed notwithstanding suspension of the corporate powers, rights and privileges pursuant to this section or Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code. Upon the filing of a statement pursuant to Section 6210 or 8210 by a corporation which has suffered suspension pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the corporation may thereupon, in accordance with Section 23305a of the Revenue and Taxation Code, be relieved from suspension unless the corporation is held in suspension by the Franchise Tax Board by reason of Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code. (Added by Stats. 1989, Ch. 440, Sec. 1.)