PART 1. GENERAL PROVISIONS AND DEFINITIONS GOVERNING PARTS 1 THROUGH 5 [5002. - 5080.]

Part 1 added by Stats. 1978, Ch. 567.

§§ 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.