DIVISION 2. NONPROFIT CORPORATION LAW [5000. - 10841.]

Heading of Division 2 amended by Stats. 1978, Ch. 567.

§§ 5000–10841 · 614 sections

• § 5000 This division shall be known and may be cited as the Nonprofit Corporation Law.
• § 5001 This division of the Nonprofit Corporation Law, or any part, chapter, article or section thereof, may at any time be amended or repealed.

1. PART 1. GENERAL PROVISIONS AND DEFINITIONS GOVERNING PARTS 1 THROUGH 5 §§ 5002–5080 · 73 sections

   • § 5002 Unless the provisions or the context otherwise requires, the general provisions and definitions set forth in this part govern the construction of this part and…
   • § 5003 (a) The provisions of this part apply to: (1) Corporations organized under Part 2, Part 3, and Part 4 of this division; (2) Corporations expressly subject to…
   • § 5004 A corporation may be sued as provided in the Code of Civil Procedure.
   • § 5005 Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the attachment…
   • § 5005.1 (a) Except for a liability that may be insured against pursuant to Division 4 (commencing with Section 3200) of the Labor Code, an authorized corporation may…
   • § 5006 The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180) of…
   • § 5007 Any agreement, certificate or other instrument relating to a domestic corporation, a foreign corporation, or a foreign business corporation filed pursuant to…
   • § 5008 (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4, or Part 5, if it conforms to law, it…
   • § 5008.5 The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon…
   • § 5008.6 (a) A corporation that (1) fails to file a statement pursuant to Section 6210, 8210, or 9660 for an applicable filing period, (2) has not filed a statement…
   • § 5008.9 (a) A nonprofit corporation described in Section 5059, 5060, or 5061, or a foreign nonprofit corporation, as defined in Section 5053, that has qualified to…
   • § 5009 Except as otherwise required, any reference in this part, Part 2, Part 3, Part 4 or Part 5 to mailing means first-, second-, or third-class mail, postage…
   • § 5010 If the articles or bylaws provide for more or less than one vote for any membership on any matter, the references in Sections 5033 and 5034 to a majority or…
   • § 5011 All references in Part 3 (commencing with Section 7110) to the voting of memberships include the voting of securities given voting rights in the articles…
   • § 5012 All references in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110) to…
   • § 5013 As used in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110), “independent…
   • § 5014 Any requirement in Part 3 (commencing with Section 7110) for a vote of each class of members means such a vote regardless of limitations or restrictions upon…
   • § 5015 Any reference in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing with Section 9110), or Part 5…
   • § 5016 A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or report…
   • § 5017 (a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or…
   • § 5030 “Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of…
   • § 5031 A corporation is an “affiliate” of, or a corporation is “affiliated” with, another specified corporation if it directly, or indirectly through one or more…
   • § 5032 “Approved by (or approval of) the board” means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of…
   • § 5033 “Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or written ballot in conformity with Section 5513, Section…
   • § 5034 “Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held…
   • § 5035 “Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.
   • § 5036 (a) Except as provided in subdivision (b) or (c), “authorized number” means 5 percent of the voting power. (b) Where (disregarding any provision for cumulative…
   • § 5037 “Bylaws” includes amendments thereto and amended bylaws.
   • § 5038 “Board” means the board of directors of the corporation.
   • § 5039 “Business corporation” means a corporation as defined in Section 162 of the General Corporation Law.
   • § 5039.5 All references in this division to “chairperson of the board,” other than in Sections 5213, 7213, and 9213, shall be deemed to refer to all permissible titles…
   • § 5040 “Chapter” refers to a chapter of Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110) unless…
   • § 5041 “Class” refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the same rights…
   • § 5043 “Common shares,” as used in Part 3 (commencing with Section 7110), means shares which have no preference over any other shares with respect to distribution of…
   • § 5044 “Constituent corporation” means a corporation which is merged with one or more other corporations and includes the surviving corporation.
   • § 5045 “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation.
   • § 5046 (a) “Corporation” as used in this part and Part 5 (commencing with Section 9910), refers to corporations defined in subdivisions (b), (c), and (d). (b)…
   • § 5047 Except as otherwise expressly provided, “directors” means natural persons, designated in the articles or bylaws or elected by the incorporators, and their…
   • § 5047.5 (a) The Legislature finds and declares that the services of directors and officers of nonprofit corporations who serve without compensation are critical to the…
   • § 5048 “Disappearing corporation” means a constituent corporation which is not the surviving corporation.
   • § 5049 “Distribution” means the distribution of any gains, profits or dividends to any member as such. As used in this section, “member” means any person who is a…
   • § 5050 “Domestic corporation” means a corporation formed under the laws of this state.
   • § 5051 “Filed,” unless otherwise expressly provided, means filed in the office of the Secretary of State.
   • § 5052 “Foreign business corporation,” as used in Part 3 (commencing with Section 7110), means a foreign corporation as defined in Section 171 except that it does not…
   • § 5053 “Foreign corporation” means any corporation incorporated in a jurisdiction other than California pursuant to that jurisdiction’s law for the incorporation of…
   • § 5054 “Incentive and benefit plans,” as used in Section 5140, in Section 7140, and in Section 9140 includes, but is not limited to, any plan or agreement under which…
   • § 5055 “Liquidating price” or “liquidation preference,” as used in Part 3 (commencing with Section 7110), means amounts payable on memberships of any class, upon…
   • § 5056 (a) “Member” means any person who, pursuant to a specific provision of a corporation’s articles or bylaws, has the right to vote for the election of a director…
   • § 5057 A “membership” refers to the rights a member has pursuant to a corporation’s articles, bylaws and this division.
   • § 5058 “Membership certificate,” as used in Part 3 (commencing with Section 7110), means a document evidencing a transferable property interest in a corporation.
   • § 5059 “Nonprofit mutual benefit corporation” or “mutual benefit corporation” means a corporation which is organized under Part 3 (commencing with Section 7110), or…
   • § 5060 “Nonprofit public benefit corporation” or “public benefit corporation” means a corporation which is organized under Part 2 (commencing with Section 5110) or…
   • § 5061 “Nonprofit religious corporation” or “religious corporation” means a corporation which is organized under Part 4 (commencing with Section 9110) or subject to…
   • § 5062 “Officer’s certificate” means a certificate signed and verified by the chair of the board, the president or any vice president and by the secretary, the chief…
   • § 5063 “On the certificate,” as used in Part 3 (commencing with Section 7110), means that a statement appears on the face of a certificate or on the reverse thereof…
   • § 5063.5 “Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment…
   • § 5064 A “parent” of a specified corporation is an affiliate controlling such corporation directly or indirectly through one or more intermediaries.
   • § 5064.5 “Parent party” means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are…
   • § 5065 “Person,” in addition to those entities specified in Section 18 and unless otherwise expressly provided, includes any association, business corporation,…
   • § 5067 “Preferred shares,” as used in Part 3 (commencing with Section 7110), means shares other than common shares.
   • § 5068 “Proper county” means the county where the corporation’s principal office in this state is located or, if the corporation has no such office, the County of…
   • § 5069 “Proxy” means a written authorization signed by a member or the member’s attorney in fact giving another person or persons power to vote on behalf of such…
   • § 5070 “Proxyholder” means the person or persons to whom a proxy is given.
   • § 5071 “Shareholder,” as used in Part 3 (commencing with Section 7110), means one who is a holder of record of shares.
   • § 5072 “Shares,” as used in Part 3 (commencing with Section 7110), means the units into which the proprietary interests in a business corporation or foreign business…
   • § 5073 (a) Except as provided in subdivision (b), “subsidiary” of a specified corporation means a corporation more than 50 percent of the voting power of which is…
   • § 5074 “Surviving corporation” means a corporation into which one or more other corporations are merged.
   • § 5075 “Vacancy” when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by death,…
   • § 5076 “Verified” means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing the…
   • § 5077 “Vote” includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 5211, subdivision (b) of Section 7211, or…
   • § 5078 “Voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to…
   • § 5079 “Written” or “in writing” includes facsimile, telegraphic, and other electronic communication as authorized by this code, including an electronic transmission…
   • § 5080 “Written ballot” does not include a ballot distributed at a special or regular meeting of members.
2. PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS §§ 5110–6910 · 202 sections

   1. CHAPTER 1. Organization and Bylaws §§ 5110–5160 · 19 sections

      1. ARTICLE 1. Title and Purposes §§ 5110–5111 · 2 sections

         • § 5110 This part shall be known and may be cited as the Nonprofit Public Benefit Corporation Law.
         • § 5111 Subject to any other provisions of law of this state applying to the particular class of corporation or line of activity, a corporation may be formed under…
      2. ARTICLE 2. Formation §§ 5120–5122.5 · 4 sections

         • § 5120 (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…
         • § 5121 (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…
         • § 5122 (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…
         • § 5122.5 The Secretary of State shall not reserve a corporate name or file articles using the name Golden State Energy unless those articles are for Golden State…
      3. ARTICLE 3. Articles of Incorporation §§ 5130–5134 · 5 sections

         • § 5130 The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) (1) Except as provided in paragraph…
         • § 5131 The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
         • § 5132 (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:…
         • § 5133 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…
         • § 5134 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…
      4. ARTICLE 4. Powers §§ 5140–5142 · 3 sections

         • § 5140 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…
         • § 5141 Subject to Section 5142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or…
         • § 5142 (a) Notwithstanding Section 5141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of a…
      5. ARTICLE 5. Bylaws §§ 5150–5153 · 4 sections

         • § 5150 (a) Except as provided in subdivision (c), and Sections 5151, 5220, 5224, 5512, 5613, and 5616, bylaws may be adopted, amended or repealed by the board unless…
         • § 5151 (a) The bylaws shall set forth (unless that provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the…
         • § 5152 A 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…
         • § 5153 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…
      6. ARTICLE 6. Location and Inspection of Articles and Bylaws § 5160 · 1 section

         • § 5160 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…
   2. CHAPTER 2. Directors and Management §§ 5210–5260 · 28 sections

      1. ARTICLE 1. General Provisions §§ 5210–5215 · 6 sections

         • § 5210 Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action…
         • § 5211 (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…
         • § 5212 (a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more…
         • § 5213 (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…
         • § 5214 Subject to the provisions of subdivision (a) of Section 5141 and Section 5142, any note, mortgage, evidence of indebtedness, contract, conveyance or other…
         • § 5215 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…
      2. ARTICLE 2. Selection, Removal and Resignation of Directors §§ 5220–5227 · 8 sections

         • § 5220 (a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws.…
         • § 5221 (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 been…
         • § 5222 (a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is…
         • § 5223 (a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members or 20 members, whichever…
         • § 5224 (a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by…
         • § 5225 (a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its activities can…
         • § 5226 Except upon notice to the Attorney General, no director may resign where the corporation would then be left without a duly elected director or directors in…
         • § 5227 (a) Any other provision of this part notwithstanding, not more than 49 percent of the persons serving on the board of any corporation may be interested…
      3. ARTICLE 3. Standards of Conduct §§ 5230–5239 · 10 sections

         • § 5230 (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…
         • § 5231 (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…
         • § 5232 (a) Section 5231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This…
         • § 5233 (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…
         • § 5234 (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…
         • § 5235 (a) The board may fix the compensation of a director, as director or officer, and no obligation, otherwise valid, to pay such compensation shall be voidable…
         • § 5236 (a) A corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the Attorney…
         • § 5237 (a) Subject to the provisions of Section 5231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally…
         • § 5238 (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…
         • § 5239 (a) There shall be no personal liability to a third party for monetary damages on the part of a volunteer director or volunteer executive officer of a…
      4. ARTICLE 4. Investments §§ 5240–5241 · 2 sections

         • § 5240 (a) This section applies to all assets held by the corporation for investment. Assets which are directly related to the corporation’s public or charitable…
         • § 5241 Nothing in Section 5240 shall abrogate or restrict the power of the appropriate court in proper cases to direct or permit a corporation to deviate from the…
      5. ARTICLE 5. Examination by Attorney General § 5250 · 1 section

         • § 5250 A corporation is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain the condition of its affairs and to what…
      6. ARTICLE 6. Compliance With Internal Revenue Code § 5260 · 1 section

         • § 5260 Notwithstanding any other law, every corporation, during any period or periods that corporation is deemed to be a “private foundation” as defined in Section…
   3. CHAPTER 3. Members §§ 5310–5354 · 16 sections

      1. ARTICLE 1. Issuance of Memberships §§ 5310–5313 · 4 sections

         • § 5310 (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…
         • § 5311 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.
         • § 5312 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…
         • § 5313 Except as provided in its articles or bylaws, a corporation may admit any person to membership.
      2. ARTICLE 2. Transfer of Memberships § 5320 · 1 section

         • § 5320 (a) Subject to Section 5613, and unless otherwise provided in the corporation’s articles or bylaws: (1) No member may transfer a membership or any right…
      3. ARTICLE 3. Types of Memberships §§ 5330–5332 · 3 sections

         • § 5330 A corporation may issue memberships having different rights, privileges, preferences, restrictions or conditions, as authorized by its articles or bylaws.
         • § 5331 Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
         • § 5332 (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…
      4. ARTICLE 4. Termination of Memberships §§ 5340–5342 · 3 sections

         • § 5340 (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…
         • § 5341 (a) No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except according to procedures satisfying…
         • § 5342 (a) An amendment of the articles or bylaws which would terminate all memberships or any class of memberships shall meet the requirements of this part and this…
      5. ARTICLE 5. Rights and Obligations of Members and Creditors §§ 5350–5354 · 5 sections

         • § 5350 (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…
         • § 5351 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…
         • § 5352 (a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to the corporation to pay the amount due…
         • § 5353 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,…
         • § 5354 A person holding a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not personally liable…
   4. CHAPTER 4. Distributions §§ 5410–5420 · 2 sections

      1. ARTICLE 1. Limitations § 5410 · 1 section

         • § 5410 No corporation shall make any distribution. This section shall not apply to the purchase of a membership in a limited-equity housing cooperative, as defined in…
      2. ARTICLE 2. Liability of Members § 5420 · 1 section

         • § 5420 (a) Any person who receives any distribution is liable to the corporation for the amount so received by such person with interest thereon at the legal rate on…
   5. CHAPTER 5. Meetings and Voting §§ 5510–5527 · 16 sections

      1. ARTICLE 1. General Provisions §§ 5510–5517 · 8 sections

         • § 5510 (a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with the bylaws. If no other place is…
         • § 5511 (a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than…
         • § 5512 (a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions (b) and…
         • § 5513 (a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting of members may…
         • § 5514 (a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on the proxy or…
         • § 5515 (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…
         • § 5516 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…
         • § 5517 (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…
      2. ARTICLE 2. Additional Provisions Relating to Election of Directors §§ 5520–5527 · 8 sections

         • § 5520 (a) As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and…
         • § 5521 A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 5152 or 5153, and except as provided in…
         • § 5522 A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for an election…
         • § 5523 A corporation with 500 or more members may provide that where it distributes any written election material soliciting a vote for any nominee for director at…
         • § 5524 A corporation with 500 or more members may provide that upon written request by any nominee for election to the board and the payment with such request of the…
         • § 5525 (a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and…
         • § 5526 Without authorization of the board, no corporate funds may be expended to support a nominee for director after there are more people nominated for director…
         • § 5527 An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,…
   6. CHAPTER 6. Voting of Memberships §§ 5610–5617 · 8 sections

      • § 5610 Except as provided in a corporation’s articles or bylaws or Section 5616, each member shall be entitled to one vote on each matter submitted to a vote of the…
      • § 5611 (a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for the purpose of determining the…
      • § 5612 If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses…
      • § 5613 (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…
      • § 5614 A voting agreement or voting trust agreement entered into by a member or members of a corporation shall not be enforced.
      • § 5615 (a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of…
      • § 5616 (a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate the…
      • § 5617 (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, the superior court of…
   7. CHAPTER 7. Members’ Derivative Actions § 5710 · 1 section

      • § 5710 (a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an action brought by 100 members or the authorized number…
   8. CHAPTER 8. Amendment of Articles §§ 5810–5820 · 12 sections

      • § 5810 (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…
      • § 5811 Except as provided in Section 5813.5, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so long as: (a) No…
      • § 5812 (a) Except as provided in this section or Section 5813.5, amendments may be adopted if approved by the board and approved by the members (Section 5034) and…
      • § 5813 An amendment must also be approved by the members (Section 5034) of a class, whether or not such class is entitled to vote thereon by the provisions of the…
      • § 5813.5 (a) A public benefit corporation may amend its articles to change its status to that of a mutual benefit corporation, a social purpose corporation, a religious…
      • § 5814 (a) Except for amendments adopted by the incorporators pursuant to Section 5811, upon adoption of an amendment, the corporation shall file a certificate of…
      • § 5815 In the case of amendments adopted by the incorporators under Section 5811, the corporation shall file a certificate of amendment signed and verified by a…
      • § 5816 The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating that the…
      • § 5817 Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification, or…
      • § 5818 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…
      • § 5819 (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…
      • § 5820 (a) Amendment of the articles of a corporation, pursuant to this chapter, does not, of itself, abrogate any requirement or limitation imposed upon the…
   9. CHAPTER 9. Sales of Assets §§ 5910–5930 · 19 sections

      1. ARTICLE 1. General Provisions §§ 5910–5913 · 4 sections

         • § 5910 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…
         • § 5911 (a) Subject to the provisions of Section 5142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of…
         • § 5912 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…
         • § 5913 Except for an agreement or transaction subject to Section 5914 or 5920, a corporation shall give written notice to the Attorney General 20 days before it…
      2. ARTICLE 2. Health Facilities §§ 5914–5930 · 15 sections

         • § 5914 (a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health facility, as defined in Section 1250 of the Health and…
         • § 5915 Within 90 days of the receipt of the written notice required by Section 5914, the Attorney General shall notify the public benefit corporation in writing of…
         • § 5916 Prior to issuing any written decision referred to in Section 5915, or giving a written waiver under subdivision (c) of Section 5914, the Attorney General shall…
         • § 5917 The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision…
         • § 5917.5 The Attorney General shall not consent to a health facility agreement or transaction pursuant to Section 5914 or Section 5920 in which the seller restricts the…
         • § 5918 The Attorney General may adopt regulations implementing this article.
         • § 5919 (a) Within the time periods designated in Section 5915 and relating to those factors specified in Section 5917, the Attorney General may do the following: (1)…
         • § 5920 (a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health care facility, as defined in Section 1250 of the Health and…
         • § 5921 Within 90 days of the receipt of the written notice required by Section 5920, the Attorney General shall notify the nonprofit corporation in writing of the…
         • § 5922 Prior to issuing any written decision referred to in Section 5921, or giving a written waiver under subdivision (c) of Section 5920, the Attorney General shall…
         • § 5923 The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision…
         • § 5924 (a) Within the time periods designated in Section 5921 and relating to those factors specified in Section 5923, the Attorney General may do the following: (1)…
         • § 5925 The Attorney General may adopt regulations implementing Sections 5920 to 5924, inclusive.
         • § 5926 The Attorney General may enforce conditions imposed on the Attorney General’s consent to an agreement or transaction pursuant to Section 5914 or 5920 to the…
         • § 5930 (a) The Attorney General shall prepare a plan for an evaluation of whether additional standards for charitable care and community benefits should be…
   10. CHAPTER 10. Mergers §§ 6010–6022 · 15 sections

       1. ARTICLE 1. Merger §§ 6010–6019.1 · 11 sections

          • § 6010 (a) A public benefit corporation may merge with any domestic corporation, foreign corporation (Section 171), or other business entity (Section 5063.5).…
          • § 6011 The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of…
          • § 6012 The principal terms of the merger shall be approved by the members (Section 5034) of each constituent corporation and by each other person or persons whose…
          • § 6013 Each constituent corporation shall sign the agreement by the chairperson of its board, president or a vice president, and secretary or an assistant secretary…
          • § 6014 After approval of a merger by the board and any approval by the members (Section 5034) or other person or persons required by Section 6012, the surviving…
          • § 6015 (a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of the principal terms of…
          • § 6016 The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations,…
          • § 6017 A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original…
          • § 6018 (a) Subject to the provisions of Section 6010, the merger of any number of corporations with any number of foreign corporations may be effected if the foreign…
          • § 6019 If an agreement of merger is entered into between a nonprofit corporation and a business corporation: (i) Sections 6011, 6012, 6014, and 6015 shall apply to…
          • § 6019.1 (a) Subject to the provisions of Sections 6010 and 9640, any one or more corporations may merge with one or more other business entities (Section 5063.5). One…
       2. ARTICLE 2. Effect of Merger §§ 6020–6022 · 4 sections

          • § 6020 (a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger shall…
          • § 6020.5 (a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability of…
          • § 6021 Whenever a domestic or foreign corporation or other business entity (Section 5063.5) having any real property in this state merges with another domestic or…
          • § 6022 Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent…
   11. CHAPTER 11. Bankruptcy Reorganizations and Arrangements § 6110 · 1 section

       • § 6110 Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to…
   12. CHAPTER 12. Required Filings by Corporation or Its Agent §§ 6210–6216 · 6 sections

       • § 6210 (a) Every corporation shall, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, file, on a…
       • § 6211 (a) An agent designated for service of process pursuant to Section 6210 may deliver to the Secretary of State, on a form prescribed by the Secretary of State…
       • § 6212 If a natural person who has been designated agent for service of process pursuant to Section 6210 dies or resigns or no longer resides in the state or if the…
       • § 6214 Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available…
       • § 6215 Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting…
       • § 6216 (a) The Attorney General, upon complaint of a member, director or officer, that a corporation is failing to comply with the provisions of this chapter, Chapter…
   13. CHAPTER 13. Records, Reports, and Rights of Inspection §§ 6310–6338 · 19 sections

       1. ARTICLE 1. General Provisions §§ 6310–6313 · 4 sections

          • § 6310 If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless and until…
          • § 6311 Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
          • § 6312 Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
          • § 6313 The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
       2. ARTICLE 2. Required Records, Reports to Directors and Members §§ 6320–6325 · 6 sections

          • § 6320 (a) Each corporation shall keep: (1) Adequate and correct books and records of account; (2) Minutes of the proceedings of its members, board and committees of…
          • § 6321 (a) Except as provided in subdivision (c), (d), or (f), the board shall cause an annual report to be sent to the members not later than 120 days after the…
          • § 6322 (a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any…
          • § 6323 (a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by…
          • § 6324 (a) Nothing in this part relieves a corporation from the requirements of Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of Division 3 of the…
          • § 6325 For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from a member,…
       3. ARTICLE 3. Rights of Inspection §§ 6330–6338 · 9 sections

          • § 6330 (a) Subject to Sections 6331 and 6332, and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or both…
          • § 6331 (a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 6330 by the authorized number…
          • § 6332 (a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in Section 6330 where,…
          • § 6333 The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the…
          • § 6334 Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the…
          • § 6335 Where the proper purpose of the person or persons making a demand pursuant to Section 6330 is frustrated by (1) any delay by the corporation in complying with…
          • § 6336 (a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 6330 or Section 6333, the superior court of the…
          • § 6337 In any action or proceeding under this article, and except as required by Section 6331, if the court finds the failure of the corporation to comply with a…
          • § 6338 (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…
   14. CHAPTER 14. Service of Process § 6410 · 1 section

       • § 6410 Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
   15. CHAPTER 15. Involuntary Dissolution §§ 6510–6519 · 10 sections

       • § 6510 (a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in the superior court…
       • § 6511 (a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney…
       • § 6512 If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of subdivision (b) of…
       • § 6513 If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe that unless a…
       • § 6514 After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up and dissolution,…
       • § 6515 (a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 6514. (b) When an involuntary…
       • § 6516 When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims and…
       • § 6517 (a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims and proofs…
       • § 6518 (a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 6515 and the determination that the corporation’s…
       • § 6519 Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment, certified by…
   16. CHAPTER 16. Voluntary Dissolution §§ 6610–6618 · 10 sections

       • § 6610 (a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 5033) or (2) by approval of the board…
       • § 6610.5 (a) Notwithstanding any other provision of this division, when a corporation has not issued any memberships, a majority of the directors, or, if no directors…
       • § 6611 (a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed and a copy thereof filed with…
       • § 6612 (a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant to paragraph (1) of…
       • § 6613 (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 6610 by the members, by the board and…
       • § 6614 If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation, or (b) the…
       • § 6615 (a) When a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign and verify a certificate…
       • § 6616 Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board…
       • § 6617 (a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the corporation…
       • § 6618 (a) A corporation in the process of voluntary winding up may dispose of the known claims against it by following the procedure described in this section. (b)…
   17. CHAPTER 17. General Provisions Relating to Dissolution §§ 6710–6721 · 12 sections

       • § 6710 The powers and duties of the directors (or other persons appointed by the court pursuant to Section 6515) and officers after commencement of a dissolution…
       • § 6711 A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 5224.
       • § 6712 When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or they fail or refuse to act or their…
       • § 6713 (a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the…
       • § 6714 The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been…
       • § 6715 After complying with the provisions of Section 6713, assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which…
       • § 6716 After complying with the provisions of Section 6713: (a) Except as provided in Section 6715, all of a corporation’s assets shall be disposed of on dissolution…
       • § 6717 Subject to the provisions of any trust under which assets to be distributed are held, distribution may be made either in money or in property or securities and…
       • § 6718 (a) If any creditors or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or their whereabouts cannot be…
       • § 6719 (a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without prior payment…
       • § 6720 (a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against…
       • § 6721 (a) In all cases where a corporation has been dissolved, any person to whom assets were distributed upon dissolution may be sued in the corporate name upon any…
   18. CHAPTER 18. Crimes and Penalties §§ 6810–6815 · 6 sections

       • § 6810 (a) Upon the failure of a corporation to file the statement required by Section 6210, the Secretary of State shall provide a notice of that delinquency to the…
       • § 6811 Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with dishonest or fraudulent…
       • § 6812 (a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either generally…
       • § 6813 (a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in…
       • § 6814 Every director, officer or agent of any corporation, or any person proposing to organize such a corporation, who knowingly exhibits any false, forged or…
       • § 6815 Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
   19. CHAPTER 19. Foreign Corporations § 6910 · 1 section

       • § 6910 Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters…
3. PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS §§ 7110–8910 · 196 sections

   1. CHAPTER 1. Organization and Bylaws §§ 7110–7160 · 20 sections

      1. ARTICLE 1. Title and Purposes §§ 7110–7111 · 2 sections

         • § 7110 This part shall be known and may be cited as the Nonprofit Mutual Benefit Corporation Law.
         • § 7111 Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be formed under this…
      2. ARTICLE 2. Formation §§ 7120–7122.3 · 4 sections

         • § 7120 (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…
         • § 7121 (a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for such…
         • § 7122 (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of…
         • § 7122.3 The Secretary of State shall not file articles for a corporation the name of which would fall within the prohibitions of Section 18104 of the Financial Code.…
      3. ARTICLE 3. Articles of Incorporation §§ 7130–7135 · 6 sections

         • § 7130 The articles of incorporation of a corporation formed under this part shall set forth the following: (a) The name of the corporation. (b) (1) Except as…
         • § 7131 The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
         • § 7132 (a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the articles:…
         • § 7133 For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is…
         • § 7134 If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and…
         • § 7135 Nothing in Section 7130 or 7131 or in any provision of the articles of a mutual benefit corporation shall be construed to limit the equitable power of a court…
      4. ARTICLE 4. Powers §§ 7140–7142 · 3 sections

         • § 7140 Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a…
         • § 7141 Subject to Section 7142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or…
         • § 7142 (a) Notwithstanding Section 7141, in the case of a corporation holding assets in charitable trust, any of the following may bring an action to enjoin, correct,…
      5. ARTICLE 5. Bylaws §§ 7150–7153 · 4 sections

         • § 7150 (a) Except as provided in subdivision (c) and Sections 7151, 7220, 7224, 7512, 7613, and 7615, bylaws may be adopted, amended or repealed by the board unless…
         • § 7151 (a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the…
         • § 7152 A 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…
         • § 7153 A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by region or other…
      6. ARTICLE 6. Location and Inspection of Articles and Bylaws § 7160 · 1 section

         • § 7160 Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date, which shall be open to…
   2. CHAPTER 2. Directors and Management §§ 7210–7240 · 23 sections

      1. ARTICLE 1. General Provisions §§ 7210–7215 · 6 sections

         • § 7210 Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action…
         • § 7211 (a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by the chair of the board…
         • § 7212 (a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more…
         • § 7213 (a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson, chair of the board, or chairperson of the board, or a…
         • § 7214 Subject to the provisions of subdivision (a) of Section 7141 and Section 7142, any note, mortgage, evidence of indebtedness, contract, conveyance or other…
         • § 7215 The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or of the minutes of any…
      2. ARTICLE 2. Selection, Removal and Resignation of Directors §§ 7220–7225 · 6 sections

         • § 7220 (a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws.…
         • § 7221 (a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or, in the…
         • § 7222 (a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is…
         • § 7223 (a) The superior court of the proper county may, at the suit of one of the parties specified in subdivision (b), remove from office any director in case of…
         • § 7224 (a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by…
         • § 7225 (a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its activities can…
      3. ARTICLE 3. Standards of Conduct §§ 7230–7238 · 10 sections

         • § 7230 (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…
         • § 7231 (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good…
         • § 7231.5 (a) Except as provided in Section 7233 or 7236, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any…
         • § 7232 (a) Section 7231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This…
         • § 7233 (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation,…
         • § 7234 Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which authorizes,…
         • § 7235 (a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer of the…
         • § 7236 (a) Subject to the provisions of Section 7231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally…
         • § 7237 (a) For purposes of this section, “agent” means a person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving…
         • § 7238 Where a corporation holds assets in charitable trust, the conduct of its directors or of any person performing functions similar to those performed by a…
      4. ARTICLE 4. Examination by Attorney General § 7240 · 1 section

         • § 7240 A corporation holding assets in charitable trust is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain to what…
   3. CHAPTER 3. Members §§ 7310–7354 · 18 sections

      1. ARTICLE 1. Issuance of Memberships §§ 7310–7315 · 6 sections

         • § 7310 (a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it shall have no…
         • § 7311 Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the board.
         • § 7312 No person may hold more than one membership, and no fractional memberships may be held, except as follows: (a) Two or more persons may have an indivisible…
         • § 7313 (a) A corporation may, but is not required to, issue membership certificates. Nothing in this section shall restrict a corporation from issuing identity cards…
         • § 7314 (a) A corporation may issue a new membership certificate or a new certificate for any security in the place of any certificate theretofore issued by it,…
         • § 7315 (a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any person to membership. (b) A corporation may not admit its…
      2. ARTICLE 2. Transfer of Memberships § 7320 · 1 section

         • § 7320 Subject to Section 7613: (a) Unless the articles or bylaws otherwise provide: (1) No member may transfer a membership or any right arising therefrom; and (2)…
      3. ARTICLE 3. Types of Memberships §§ 7330–7333 · 4 sections

         • § 7330 A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
         • § 7331 Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
         • § 7332 (a) A corporation may provide in its articles for one or more classes of memberships which are redeemable, in whole or in part, at the option of the…
         • § 7333 (a) A corporation may refer to persons associated with it as “members” even though such persons are not members within the meaning of Section 5056; but…
      4. ARTICLE 4. Termination of Memberships §§ 7340–7341 · 2 sections

         • § 7340 (a) A member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective. (b)…
         • § 7341 (a) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the…
      5. ARTICLE 5. Rights and Obligations of Members and Creditors §§ 7350–7354 · 5 sections

         • § 7350 (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…
         • § 7351 A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may avoid liability…
         • § 7352 A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity…
         • § 7353 (a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to the corporation to pay the amount due…
         • § 7354 Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter, member,…
   4. CHAPTER 4. Distributions §§ 7410–7420 · 6 sections

      1. ARTICLE 1. Limitations §§ 7410–7414 · 5 sections

         • § 7410 This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 8510), 16 (commencing…
         • § 7411 (a) Except as provided in subdivision (b), no corporation shall make any distribution except upon dissolution. (b) A corporation may, subject to meeting the…
         • § 7412 Neither a corporation nor any of its subsidiaries shall make a distribution if the corporation or the subsidiary making the distribution is, or as a result…
         • § 7413 Neither a corporation nor any of its subsidiaries shall purchase or redeem a membership of the parent or subsidiary if the articles of the corporation contain…
         • § 7414 Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership by provision in a corporation’s articles or bylaws or…
      2. ARTICLE 2. Liability of Members § 7420 · 1 section

         • § 7420 (a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership,…
   5. CHAPTER 5. Meetings and Voting §§ 7510–7527 · 16 sections

      1. ARTICLE 1. General Provisions §§ 7510–7517 · 8 sections

         • § 7510 (a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with the bylaws. If no other place is…
         • § 7511 (a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than…
         • § 7512 (a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions (b) and…
         • § 7513 (a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting of members may…
         • § 7514 (a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on the proxy or…
         • § 7515 (a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or directors, or…
         • § 7516 Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in…
         • § 7517 (a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is…
      2. ARTICLE 2. Additional Provisions Relating to Election of Directors §§ 7520–7527 · 8 sections

         • § 7520 (a) As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and…
         • § 7521 A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 7152 or 7153, and except as provided in…
         • § 7522 A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for an election…
         • § 7523 Where a corporation with 500 or more members publishes any material soliciting a vote for any nominee for director in any publication owned or controlled by…
         • § 7524 A corporation with 500 or more members may provide that upon written request by any nominee for election to the board and the payment of the reasonable costs…
         • § 7525 (a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and…
         • § 7526 Without authorization of the board, no corporation funds may be expended to support a nominee for director after there are more people nominated for director…
         • § 7527 An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,…
   6. CHAPTER 6. Voting of Memberships §§ 7610–7616 · 7 sections

      • § 7610 Except as provided in a corporation’s articles or bylaws or Section 7615, each member shall be entitled to one vote on each matter submitted to a vote of the…
      • § 7611 (a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for the purpose of determining the…
      • § 7612 If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses…
      • § 7613 (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…
      • § 7614 (a) In advance of any meeting of members, the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of…
      • § 7615 (a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate the…
      • § 7616 (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, the superior court of…
   7. CHAPTER 7. Members’ Derivative Actions § 7710 · 1 section

      • § 7710 (a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an action brought by 100 members or the authorized number…
   8. CHAPTER 8. Amendment of Articles §§ 7810–7820 · 12 sections

      • § 7810 (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…
      • § 7811 Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so long as: (a) No directors were named in the original…
      • § 7812 (a) Except as provided in this section or Section 7813, amendments may be adopted if approved by the board and approved by the members (Section 5034) and…
      • § 7813 An amendment must also be approved by the members (Section 5034) of a class, whether or not such class is entitled to vote thereon by the provisions of the…
      • § 7813.5 (a) A mutual benefit corporation may amend its articles to change its status to that of a public benefit corporation, a religious corporation, a business…
      • § 7814 (a) Except for amendments adopted by the incorporators pursuant to Section 7811, upon adoption of an amendment, the corporation shall file a certificate of…
      • § 7815 In the case of amendments adopted by the incorporators under Section 7811, the corporation shall file a certificate of amendment signed and verified by a…
      • § 7816 The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating that the…
      • § 7817 Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or…
      • § 7818 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…
      • § 7819 (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…
      • § 7820 (a) Amendment of the articles of a corporation holding property in charitable trust, pursuant to this chapter, does not, of itself, abrogate any requirement or…
   9. CHAPTER 9. Sales of Assets §§ 7910–7914 · 5 sections

      • § 7910 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…
      • § 7911 (a) Subject to the provisions of Section 7142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of…
      • § 7912 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…
      • § 7913 A corporation holding assets in charitable trust must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges,…
      • § 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.
   10. CHAPTER 10. Mergers §§ 8010–8022 · 16 sections

       1. ARTICLE 1. Merger §§ 8010–8019.1 · 12 sections

          • § 8010 A mutual benefit corporation may merge with any domestic corporation, foreign corporation, foreign business corporation, or other business entity (Section…
          • § 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…
          • § 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…
          • § 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…
          • § 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…
          • § 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…
          • § 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…
          • § 8016 The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations,…
          • § 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…
          • § 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…
          • § 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…
          • § 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…
       2. ARTICLE 2. Effect of Merger §§ 8020–8022 · 4 sections

          • § 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…
          • § 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…
          • § 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…
          • § 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…
   11. CHAPTER 11. Bankruptcy Reorganizations and Arrangements § 8110 · 1 section

       • § 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…
   12. CHAPTER 12. Required Filings by Corporation or Its Agent §§ 8210–8217 · 7 sections

       • § 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…
       • § 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…
       • § 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…
       • § 8214 Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available…
       • § 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…
       • § 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…
       • § 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…
   13. CHAPTER 13. Records, Reports, and Rights of Inspection §§ 8310–8338 · 19 sections

       1. ARTICLE 1. General Provisions §§ 8310–8313 · 4 sections

          • § 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…
          • § 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.
          • § 8312 Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
          • § 8313 The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
       2. ARTICLE 2. Required Records, Reports to Directors and Members §§ 8320–8325 · 6 sections

          • § 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…
          • § 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…
          • § 8322 (a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any…
          • § 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…
          • § 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…
          • § 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,…
       3. ARTICLE 3. Rights of Inspection §§ 8330–8338 · 9 sections

          • § 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…
          • § 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…
          • § 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,…
          • § 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…
          • § 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…
          • § 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…
          • § 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…
          • § 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…
          • § 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…
   14. CHAPTER 14. Service of Process § 8410 · 1 section

       • § 8410 Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
   15. CHAPTER 15. Involuntary Dissolution §§ 8510–8519 · 10 sections

       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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,…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
   16. CHAPTER 16. Voluntary Dissolution §§ 8610–8618 · 10 sections

       • § 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…
       • § 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…
       • § 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…
       • § 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)…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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)…
   17. CHAPTER 17. General Provisions Relating to Dissolution §§ 8710–8724 · 15 sections

       • § 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…
       • § 8711 A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 7224.
       • § 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…
       • § 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…
       • § 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…
       • § 8715 After complying with the provisions of Section 8713, assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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,…
   18. CHAPTER 18. Crimes and Penalties §§ 8810–8817 · 8 sections

       • § 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…
       • § 8811 Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents to the issuance of memberships or membership certificates…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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…
       • § 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.
   19. CHAPTER 19. Foreign Corporations § 8910 · 1 section

       • § 8910 Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters…
4. PART 4. NONPROFIT RELIGIOUS CORPORATIONS §§ 9110–9690 · 87 sections

   1. CHAPTER 1. Organization and Bylaws §§ 9110–9160 · 19 sections

      1. ARTICLE 1. Title and Purposes §§ 9110–9111 · 2 sections

         • § 9110 This part shall be known and may be cited as the Nonprofit Religious Corporation Law.
         • § 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…
      2. ARTICLE 2. Formation §§ 9120–9122 · 3 sections

         • § 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…
         • § 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…
         • § 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…
      3. ARTICLE 3. Articles of Incorporation §§ 9130–9134 · 5 sections

         • § 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…
         • § 9131 The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
         • § 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:…
         • § 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…
         • § 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…
      4. ARTICLE 4. Powers §§ 9140–9143 · 4 sections

         • § 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…
         • § 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…
         • § 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…
         • § 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…
      5. ARTICLE 5. Bylaws §§ 9150–9153 · 4 sections

         • § 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…
         • § 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…
         • § 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…
         • § 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…
      6. ARTICLE 6. Location and Inspection of Articles and Bylaws § 9160 · 1 section

         • § 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…
   2. CHAPTER 2. Directors and Management §§ 9210–9260 · 24 sections

      1. ARTICLE 1. General Provisions §§ 9210–9215 · 6 sections

         • § 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…
         • § 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…
         • § 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,…
         • § 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…
         • § 9214 Subject to the provisions of subdivision (a) of Section 9141 and Section 9142, any note, mortgage, evidence of indebtedness, contract, conveyance or other…
         • § 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…
      2. ARTICLE 2. Selection, Removal and Resignation of Directors §§ 9220–9226 · 6 sections

         • § 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…
         • § 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…
         • § 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…
         • § 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…
         • § 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…
         • § 9226 No director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs.
      3. ARTICLE 3. Examination by Attorney General § 9230 · 1 section

         • § 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…
      4. ARTICLE 4. Standards of Conduct §§ 9240–9247 · 8 sections

         • § 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…
         • § 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…
         • § 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…
         • § 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…
         • § 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…
         • § 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…
         • § 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…
         • § 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…
      5. ARTICLE 5. Investments §§ 9250–9251 · 2 sections

         • § 9250 (a) In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing a corporation’s investments, the board shall meet the standards set…
         • § 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…
      6. ARTICLE 6. Compliance with Internal Revenue Code § 9260 · 1 section

         • § 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…
   3. CHAPTER 3. Members §§ 9310–9353 · 13 sections

      1. ARTICLE 1. Issuance of Memberships §§ 9310–9313 · 4 sections

         • § 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…
         • § 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.
         • § 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…
         • § 9313 Except as provided in its articles or bylaws, a corporation may admit any person to membership.
      2. ARTICLE 2. Transfer of Memberships § 9320 · 1 section

         • § 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…
      3. ARTICLE 3. Types of Memberships §§ 9330–9332 · 3 sections

         • § 9330 A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
         • § 9331 Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions, and…
         • § 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…
      4. ARTICLE 4. Termination of Memberships § 9340 · 1 section

         • § 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…
      5. ARTICLE 5. Rights and Obligations of Members and Creditors §§ 9350–9353 · 4 sections

         • § 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…
         • § 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…
         • § 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…
         • § 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,…
   4. CHAPTER 4. Meetings and Voting §§ 9410–9421 · 11 sections

      • § 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…
      • § 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.…
      • § 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…
      • § 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…
      • § 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…
      • § 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…
      • § 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…
      • § 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,…
      • § 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…
      • § 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…
      • § 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…
   5. CHAPTER 5. Records, Reports and Rights of Inspection §§ 9510–9514 · 5 sections

      • § 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…
      • § 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…
      • § 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…
      • § 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…
      • § 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…
   6. CHAPTER 6. Miscellaneous Provisions §§ 9610–9690 · 15 sections

      1. ARTICLE 1. Distributions § 9610 · 1 section

         • § 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…
      2. ARTICLE 2. Amendment of Articles §§ 9620–9621 · 2 sections

         • § 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…
         • § 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…
      3. ARTICLE 3. Sale of Assets §§ 9630–9634 · 5 sections

         • § 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…
         • § 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…
         • § 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…
         • § 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…
         • § 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.
      4. ARTICLE 4. Mergers § 9640 · 1 section

         • § 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…
      5. ARTICLE 5. Bankruptcy Reorganizations and Arrangements § 9650 · 1 section

         • § 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…
      6. ARTICLE 6. Filings § 9660 · 1 section

         • § 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…
      7. ARTICLE 7. Service of Process § 9670 · 1 section

         • § 9670 Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
      8. ARTICLE 8. Dissolution §§ 9680–9680.5 · 2 sections

         • § 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,…
         • § 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…
      9. ARTICLE 9. Crimes and Penalties § 9690 · 1 section

         • § 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…
5. PART 5. TRANSITION PROVISIONS §§ 9910–9928 · 19 sections

   • § 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…
   • § 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…
   • § 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…
   • § 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…
   • § 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…
   • § 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…
   • § 9916 Subdivision (a) of Section 5213 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law,…
   • § 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…
   • § 9917 Section 5238 governs any proposed indemnification by a public benefit corporation, Section 7237 governs any proposed indemnification by a mutual benefit…
   • § 9918 Section 7313 of the new mutual benefit corporation law relating to membership certificates applies to the membership certificates of a subject corporation if…
   • § 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…
   • § 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,…
   • § 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…
   • § 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…
   • § 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…
   • § 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…
   • § 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…
   • § 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…
   • § 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…
6. PART 6. CORPORATIONS SOLE §§ 10000–10015 · 14 sections

   • § 10000 The provisions of this part apply to all corporations sole organized either before or after March 30, 1878, whether or not the corporations organized before…
   • § 10001 Any corporation sole formed prior to March 30, 1878, and existing under the laws of this State may elect to continue its existence under this part by filing a…
   • § 10002 A corporation sole may be formed under this part by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination,…
   • § 10003 The articles of incorporation shall state: (a) The name of the corporation. (b) That the officer forming the corporation is duly authorized by the rules,…
   • § 10004 The articles of incorporation may state any desired provision for the regulation of the affairs of the corporation in a manner not in conflict with law,…
   • § 10005 The articles shall be signed and verified by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation and shall be…
   • § 10007 Every corporation sole may: (a) Sue and be sued, and defend, in all courts and places, in all matters and proceedings whatever. (b) Contract in the same manner…
   • § 10008 Every corporation sole has perpetual existence and also has continuity of existence, notwithstanding vacancies in the incumbency thereof. During the period of…
   • § 10009 Any judge of the superior court in the county in which a corporation sole has its principal office shall at all times have access to the books of the…
   • § 10010 The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence,…
   • § 10012 A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Secretary of State a declaration of dissolution executed, signed,…
   • § 10013 The declaration of dissolution shall set forth all of the following: (a) The name and entity number of the corporation as they exist on the Secretary of…
   • § 10014 The declaration shall be submitted to the Secretary of State for filing in his office. If it conforms to law he shall file it and endorse the date of filing…
   • § 10015 After the debts and obligations of the corporation are paid or adequately provided for, any assets remaining shall be transferred to the religious organization…
7. PART 7. CORPORATIONS FOR CHARITABLE OR ELEEMOSYNARY PURPOSES § 10200 · 1 section

   • § 10200 Every corporation organized or existing under Part 3 (commencing with Section 10200) of Division 2 in effect on December 31, 1979, is subject to and deemed to…
8. PART 8. TRUST FUNDS §§ 10250–10251 · 2 sections

   • § 10250 (a) Any corporation organized under the provisions of or for the purposes set forth in Part 6 (commencing with Section 10000) of this division or organized on…
   • § 10251 (a) “Educational institution,” as used in this section, means any nonprofit corporation organized under Chapter 4 (commencing with Section 94400) or Chapter 7…
9. PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS §§ 10400–10406 · 5 sections

   • § 10400 Corporations for the prevention of cruelty to animals may be formed under the Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110))…
   • § 10403 Every such corporation may take by gift, purchase, devise, or bequest, any property, real or personal, and hold it or dispose thereof at its pleasure; but no…
   • § 10404 Any such corporation, or humane officer thereof, may proffer a complaint against any person, before any court or magistrate having jurisdiction, for the…
   • § 10405 All magistrates, sheriffs, and officers of police shall, as occasion may require, aid any such corporation, its officers, members, and agents, in the…
   • § 10406 This part applies to all corporations for the prevention of cruelty to animals, whether formed prior to or after May 20, 1905, but does not apply to any…
10. PART 10. PORT AND TERMINAL PROTECTION AND DEVELOPMENT CORPORATIONS §§ 10700–10703 · 4 sections

    • § 10700 As used in this part, “public agency” includes every port district, river port district, municipal port district, harbor district, harbor improvement district,…
    • § 10701 Every public agency owning or operating any port or marine terminal and every public agency organized for such purposes may associate itself with other public…
    • § 10702 For the purposes of this part, of the Nonprofit Mutual Benefit Corporation Law, and of the General Corporation Law of this state, every public agency and…
    • § 10703 If, when, and during such times as public agencies or individuals duly authorized to represent them and act in their behalf constitute a majority of the…
11. PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS §§ 10810–10841 · 9 sections

    1. ARTICLE 1. Nonprofit Corporations for Medical Services §§ 10810–10812 · 3 sections

       • § 10810 A nonprofit corporation may be formed under Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) of this division for the purposes of…
       • § 10811 Any nonprofit corporation described in Section 10810 which defrays or assumes some portion or all of the costs of refractions or eye appliances shall offer an…
       • § 10812 The provisions of Sections 10810 and 10811 of this article apply to corporations formed on or after January 1, 1980, under Part 2 or Part 3 of this division…
    2. ARTICLE 2. Nonprofit Health Care Service Plans §§ 10820–10821 · 2 sections

       • § 10820 (a) “Health care service plan,” as used in this section means a corporation which is a health care service plan defined in the Knox-Keene Health Care Service…
       • § 10821 Notwithstanding any other provision of this division, as to a health care service plan which is formed under or subject to Part 2 (commencing with Section…
    3. ARTICLE 3. Nonprofit Corporation to Administer System of Defraying Cost of Professional Services of Attorneys §§ 10830–10831 · 2 sections

       • § 10830 A nonprofit corporation may be formed under Part 3 (commencing with Section 7110) of this division for the purposes of administering a system or systems of…
       • § 10831 The provisions of this article apply to corporations formed on or after January 1, 1980, under Part 3 of this division and pursuant to this article and to…
    4. ARTICLE 4. Hospital Service Plans §§ 10840–10841 · 2 sections

       • § 10840 (a) “Hospital service plan,” as used in this section means a corporation which is a nonprofit hospital service plan defined in Chapter 11a (commencing with…
       • § 10841 Notwithstanding any other provision of this division, as to a hospital service plan which is formed under or subject to Part 2 (commencing with Section 5110)…