PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110. - 8910.]

Part 3 added by Stats. 1978, Ch. 567.

§§ 7110–8910 · 196 sections

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…
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…
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,…
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,…
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,…
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…
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…
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…
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.
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…
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…
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…
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…
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.
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…
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)…
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,…
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.
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…