BlackletterCalifornia law

PART 4. NONPROFIT RELIGIOUS CORPORATIONS [9110. - 9690.]

Part 4 added by Stats. 1978, Ch. 567.

§§ 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…