citation: CORP § 9246

text:
(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 serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of that predecessor corporation; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under subdivision (d) or paragraph (3) of subdivision (e).

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 9243, or an action brought by the Attorney General pursuant to Section 9230) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if the person acted in good faith and in a manner the person believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

(c) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation, or brought under Section 9243, or brought by the Attorney General pursuant to Section 9230, to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith, in a manner in which the person believed to be in the best interests of the corporation and with that care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. No indemnification shall be made under this subdivision:

(1) In respect of any claim, issue, or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of the person’s duty to the corporation, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine;

(2) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(3) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.

(d) To the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to in subdivision (b) or (c) or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

(e) Except as provided in subdivision (d), any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in either subdivision (b) or (c) by:

(1) A majority vote of a quorum consisting of directors who are not parties to the proceeding;

(2) Approval of the members (Section 5034), with the persons to be indemnified not being entitled to vote thereon; or

(3) The court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney, or other person is opposed by the corporation.

(f) Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay the amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this section.

(g) No provision made by a corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding, whether contained in the articles, bylaws, a resolution of members or directors, an agreement or otherwise, shall be valid unless consistent with this section. Nothing contained in this section shall affect any right to indemnification to which persons other than the directors and officers may be entitled by contract or otherwise.

(h) No indemnification or advance shall be made under this section, except as provided in subdivision (d) or paragraph (3) of subdivision (e), in any circumstance where it appears that:

(1) It would be inconsistent with a provision of the articles, bylaws, a resolution of the members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(2) It would be inconsistent with any condition expressly imposed by a court in approving a settlement.

(i) A corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against that liability under the provisions of this section; provided, however, that a corporation shall have no power to purchase and maintain insurance to indemnify any agent of the corporation for a violation of Section 9243.

(j) This section does not apply to any proceeding against any trustee, investment manager, or other fiduciary of a pension, deferred compensation, saving, thrift, or other retirement, incentive, or benefit plan, trust, or provision for any or all of the corporation’s directors, officers, employees, and persons providing services to the corporation or any of its subsidiary or related or affiliated corporations, in the person’s capacity as such, even though the person may also be an agent as defined in subdivision (a) of the employer corporation. A corporation shall have power to indemnify the trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 9140.

history: (History: Amended by Stats. 2012, Ch. 61, Sec. 3. (AB 2668) Effective January 1, 2013.)

title: 1. CORPORATIONS

article: 4. Standards of Conduct


kind: section

code: CORP

citation: CORP § 9247

text:
(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 nonprofit corporation subject to this part, caused by the director’s or officer’s negligent act or omission in the performance of that person’s duties as a director or officer, if all of the following conditions are met:

(1) The act or omission was within the scope of the director’s or executive officer’s duties.

(2) The act or omission was performed in good faith.

(3) The act or omission was not reckless, wanton, intentional, or grossly negligent.

(4) Damages caused by the act or omission are covered pursuant to a liability insurance policy issued to the corporation, either in the form of a general liability policy or a director’s or officer’s liability policy, or personally to the director or executive officer. In the event that the damages are not covered by a liability insurance policy, the volunteer director or volunteer executive officer shall not be personally liable for the damages if the board of directors of the corporation and the person had made all reasonable efforts in good faith to obtain available liability insurance.

(b) “Volunteer” means the rendering of services without compensation. “Compensation” means remuneration whether by way of salary, fee, or other consideration for services rendered. However, the payment of per diem, mileage, or other reimbursement expenses to a director or executive officer does not affect that person’s status as a volunteer within the meaning of this section.

(c) “Executive officer” means the president, vice president, secretary, or treasurer of a corporation, or other individual serving in like capacity, who assists in establishing the policy of the corporation.

(d) Nothing in this section shall limit the liability of the corporation for any damages caused by acts or omissions of the volunteer director or volunteer executive officer.

(e) This section does not eliminate or limit the liability of a director or officer for any of the following:

(1) As provided in Section 9243 or 9245.

(2) In any action or proceeding brought by the Attorney General.

(f) Nothing in this section creates a duty of care or basis of liability for damage or injury caused by the acts or omissions of a director or officer.

(g) This section is only applicable to causes of action based upon acts or omissions occurring on or after January 1, 1988.

history: (History: Amended by Stats. 1990, Ch. 107, Sec. 6.)

division: 2. NONPROFIT CORPORATION LAW

title: 1. CORPORATIONS

chapter: 2. Directors and Management

article: 4. Standards of Conduct

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 2. Directors and Management > 4. Standards of Conduct


citation: CORP § 9250

text:
(a) In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing a corporation’s investments, the board shall meet the standards set forth in Section 9241.

(b) Compliance with the Uniform Prudent Management of Institutional Funds Act (Part 7 (commencing with Section 18501) of Division 9 of the Probate Code), if that act would be applicable, will be deemed to be compliance with subdivision (a).

history: (History: Amended by Stats. 2015, Ch. 56, Sec. 2. (AB 792) Effective January 1, 2016.)

title: 1. CORPORATIONS

article: 5. Investments

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 2. Directors and Management > 5. Investments


citation: CORP § 9251

text: 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 or agreement regarding the making or retention of investments.

history: (History: Added by Stats. 1979, Ch. 681.)

title: 1. CORPORATIONS

article: 5. Investments


citation: CORP § 9260

text: Notwithstanding any other law, every corporation, during any period or periods that corporation is deemed to be a “private foundation” as defined in Section 509 of the Internal Revenue Code of 1986, shall be subject to the requirements of Section 5260.

history: (History: Amended by Stats. 2017, Ch. 516, Sec. 2. (SB 363) Effective January 1, 2018.)

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 2. Directors and Management > 6. Compliance with Internal Revenue Code


citation: CORP § 9310

text:
(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 members. In the absence of any provision in its articles or bylaws providing for members, a corporation shall have no members.

(b) Subject to the articles or bylaws, in the case of a corporation which has no members:

(1) Any action for which there is no specific provision of this part applicable to a corporation which has no members and which would otherwise require approval by a majority of all members (Section 5033) or approval by the members (Section 5034) shall require only approval of the board.

(2) All rights which would otherwise vest under this part in the members shall vest in the directors.

(c) Reference in this part to a corporation which has no members includes a corporation in which the directors are the only members.

history: (History: Amended by Stats. 1984, Ch. 812, Sec. 14.5.)

title: 1. CORPORATIONS

chapter: 3. Members

article: 1. Issuance of Memberships

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 3. Members > 1. Issuance of Memberships


citation: CORP § 9311

text: 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.

history: (History: Amended by Stats. 1979, Ch. 724.)

title: 1. CORPORATIONS

article: 1. Issuance of Memberships


citation: CORP § 9312

text:
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 indivisible interest in a single membership when authorized by, and in such manner or under the circumstances prescribed by, the articles or bylaws; and

(b) If the articles or bylaws provide for classes of membership in which the differences are not merely the number of votes entitled to be cast by members of the class, and if the articles or bylaws permit a person to be a member of more than one class, a person may hold a membership in one or more classes.

title: 1. CORPORATIONS

article: 1. Issuance of Memberships


citation: CORP § 9313

text: Except as provided in its articles or bylaws, a corporation may admit any person to membership.

history: (History: Added by Stats. 1978, Ch. 567.)

title: 1. CORPORATIONS

article: 1. Issuance of Memberships


citation: CORP § 9320

text:
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 corporation’s articles or bylaws, all rights of membership cease upon the member’s death or dissolution.

history: (History: Amended by Stats. 1981, Ch. 587, Sec. 50.)

title: 1. CORPORATIONS

article: 2. Transfer of Memberships

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 3. Members > 2. Transfer of Memberships


citation: CORP § 9330

text: A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.

title: 1. CORPORATIONS

article: 3. Types of Memberships

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 3. Members > 3. Types of Memberships


citation: CORP § 9331

text: Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions, and conditions.

title: 1. CORPORATIONS

article: 3. Types of Memberships


citation: CORP § 9332

text:
(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 references to members in this part mean members as defined in Section 5056.

(b) A corporation may benefit, serve, or assist persons who are not members within the meaning of Section 5056 for such consideration, if any, as the board may determine or as is authorized or provided for in the articles or bylaws.

title: 1. CORPORATIONS

article: 3. Types of Memberships


citation: CORP § 9340

text:
(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 or benefits actually rendered, dues, assessments or fees, or arising from contract or otherwise, and this section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.

(c) Except as provided in subdivision (b) of Section 9320 or in subdivision (a) of this section, a membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed.

(d) A membership may be terminated as provided in the articles or bylaws of the corporation.

title: 1. CORPORATIONS

article: 4. Termination of Memberships

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 3. Members > 4. Termination of Memberships


citation: CORP § 9350

text:
(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 obligation arising from membership unless the person was admitted to membership upon the person’s application or with the person’s consent.

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 3. Members > 5. Rights and Obligations of Members and Creditors


citation: CORP § 9351

text: 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 for them by promptly resigning from membership, except where the member is, by contract or otherwise, liable for them. Article or bylaw provisions authorizing such dues, assessments, or fees do not, of themselves, create such liability.

title: 1. CORPORATIONS

article: 5. Rights and Obligations of Members and Creditors


citation: CORP § 9352

text:
(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 to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceedings would be useless.

(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any such creditor’s action to reach and apply unpaid amounts due the corporation and any or all members who owe amounts to the corporation may be joined in such action. Several judgments may be rendered for and against the parties to the action or in favor of a receiver for the benefit of the respective parties thereto.

(c) All amounts paid by any member in any such action shall be credited on the unpaid balance due the corporation by such member.

title: 1. CORPORATIONS


citation: CORP § 9353

text: 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, director, officer or the corporation because of participation in any fraud or illegality practiced upon such creditor or member by any such person or by the corporation in connection with the issue or sale of memberships or securities or in derogation of any rights which the corporation may have by rescission, cancellation or otherwise because of any fraud or illegality practiced on it by any such person in connection with the issue or sale of memberships or securities.

title: 1. CORPORATIONS


citation: CORP § 9410

text:
(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 or obtaining approval of members (Section 5034) or approval of a majority of members (Section 5033). The articles or bylaws may provide any reasonable method of calling, noticing, and holding such meetings or obtaining such approvals.

(b) Anything in subdivision (a) to the contrary notwithstanding, the articles or bylaws may not vary the provisions of subdivision (e) of Section 9411, subdivision (e) of Section 9417 (if proxies are authorized), or Section 9418.

history: (History: Amended by Stats. 1981, Ch. 587, Sec. 51.)

title: 1. CORPORATIONS

chapter: 4. Meetings and Voting

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 4. Meetings and Voting


citation: CORP § 9411

text:
(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. Notwithstanding the foregoing, the notice of a members’ meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (n) of Section 9140. Subject to any limitations in the articles or bylaws of the corporation, if authorized by the board of directors in its sole discretion, and subject to those guidelines and procedures as the board of directors may adopt, members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of members may, by electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, participate in a meeting of members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of members, subject to subdivision (f).

(b) Special meetings of members for any lawful purpose may be called by the board or the chairperson of the board or the president. In addition, special meetings of members for any lawful purpose may be called by 5 percent or more of the members.

(c) Upon request in writing to the chairperson of the board, president, vice president, or secretary by any person (other than the board) entitled to call a special meeting of members, the board shall expeditiously set a reasonable time and place for the meeting and the officer forthwith shall cause notice to be given to the members entitled to vote of the time and place of the meeting. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The court may issue such orders as may be appropriate, including, without limitation, orders designating the time and place of the meeting, the record date for determination of members entitled to vote, and the form of notice.

(d) The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person (or, if proxies are allowed, by proxy), and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this part to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of members need be specified in any written waiver of notice, consent to the holding of the meeting, or approval of the minutes thereof except as provided in subdivision (e).

(e) Any member approval required under subdivision (b) of Section 9150, Section 9222, Section 5812 (made applicable pursuant to Section 9620), subdivision (a) of Section 9631, subdivision (c) of Section 9640, subdivision (a) of Section 6015 (made applicable pursuant to Section 9640), or subdivision (b) of Section 9680, other than unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.

(f) A meeting of the members may be conducted, in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communication, conference telephone, or other means of remote communication if the corporation implements reasonable measures: (1) to provide members and proxyholders (if proxies are allowed) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if any member or proxyholder (if proxies are allowed) votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify that each person who has voted remotely is a member or proxyholder (if proxies are allowed). A corporation shall not conduct a meeting of members solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless one or more of the following conditions apply: (A) all of the members consent; (B) the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (n) of Section 9140; or (C) notwithstanding the absence of consent from all members pursuant to (A) or subdivision (b) of Section 20, the meeting includes a live audiovisual feed for the duration of the meeting. A corporation holding a meeting pursuant to (C) may offer, in addition to remote audiovisual feed, an audio-only means by which a member or proxyholder may participate provided that the choice between participating via audiovisual or via audio-only means is made by the member or proxyholder and the corporation does not impose any barriers to either mode of participation. A de minimis disruption of an audio or audiovisual feed does not require a corporation to end a meeting under, or render the corporation out of compliance with, this subdivision.

history: (History: Amended by Stats. 2024, Ch. 157, Sec. 4. (AB 2908) Effective January 1, 2025.)

title: 1. CORPORATIONS


citation: CORP § 9412

text:
(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 present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members.

(b) The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum or, if required by this division, or by the articles or the bylaws, the vote of the greater number or voting by classes.

(c) In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted, except as provided in subdivision (b).

history: (History: Amended by Stats. 2000, Ch. 485, Sec. 15. Effective January 1, 2001.)

title: 1. CORPORATIONS


citation: CORP § 9413

text:
(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 solicited, if the required number of signed approvals in writing, setting forth the action so taken, is received, and if the requirements of subdivision (c) are satisfied. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that ballot and any related material may be sent by electronic transmission by the corporation (Section 20) and responses may be returned to the corporation by electronic transmission to the corporation (Section 21).

(b) All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.

(c) Approval by written ballot pursuant to this section shall be valid only when the number of ballots cast on or before the time the ballot must be returned to be counted equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of ballots cast.

(d) A written ballot may not be revoked.

(e) Directors may be elected by written ballot under this section, where authorized by the articles or bylaws, except that election by written ballot may not be authorized where the directors are elected by cumulative voting pursuant to Section 9415.

history: (History: Amended by Stats. 2004, Ch. 254, Sec. 33. Effective January 1, 2005.)

title: 1. CORPORATIONS


citation: CORP § 9414

text:
(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 otherwise obtain their consent, in the manner prescribed by its articles or bylaws, or this part, then the superior court of the proper county, upon petition of a director, officer, delegate, or member, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.

(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all parties who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this part, whether or not the method results in actual notice to every such person, or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.

(c) The order issued pursuant to this section may dispense with any requirement relating to the holding of and voting at meetings or obtaining of votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this part.

(d) Wherever practical any order issued pursuant to this section shall limit the subject matter of the meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, sale of assets or reorganization of the corporation.

(e) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws and this part.

history: (History: Amended by Stats. 1986, Ch. 766, Sec. 32.)

title: 1. CORPORATIONS


citation: CORP § 9415

text:
(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 member’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the member is entitled, or distribute the member’s votes on the same principle among as many candidates as the member thinks fit.

(b) No member shall be entitled to cumulate votes for a candidate or candidates unless such candidate’s name or candidates’ names have been placed in nomination prior to the voting and the member has given notice at the meeting prior to the voting of the member’s intention to cumulate votes. If any one member has given such notice, all members may cumulate their votes for candidates in nomination.

(c) In any election of directors, the candidates receiving the highest number of votes are elected, subject to any lawful provision specifying election by classes.

(d) Elections for directors need not be by ballot unless a member demands election by ballot at the meeting and before the voting begins or unless the bylaws so require.

history: (History: Repealed and added by Stats. 1981, Ch. 570, Sec. 10.)

title: 1. CORPORATIONS


citation: CORP § 9417

text:
(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 the articles or bylaws. Any proxy purported to be executed in accordance with the provisions of this part shall be presumptively valid.

(b) No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three years from the date of execution. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto. Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy.

(c) A proxy is not revoked by the death or incapacity of the maker or the termination of a membership as a result thereof unless, before the vote is counted, written notice of such death or incapacity is received by the corporation.

(d) The proxy of a member may not be irrevocable.

(e) Any proxy covering matters requiring a vote of the members pursuant to Section 5812 (made applicable pursuant to Section 9620), subdivision (a) of Section 9631, subdivision (c) of Section 9640, subdivision (a) of Section 6015 (made applicable pursuant to Section 9640), or subdivision (b) of Section 9680 is not valid unless it sets forth the general nature of the matter to be voted on.

history: (History: Amended by Stats. 1981, Ch. 587, Sec. 53.)

title: 1. CORPORATIONS


citation: CORP § 9418

text:
(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, member, or person has exhausted any remedies provided in the articles or bylaws, the superior court of the proper county shall determine the validity of any election or appointment of any director of any corporation.

(b) Upon the filing of the complaint, and before any further proceedings are had, the court shall enter an order fixing a date for the hearing, which shall be within five days unless for good cause shown a later date is fixed, and requiring notice of the date for the hearing and a copy of the complaint to be served upon the corporation and upon the person whose purported election or appointment is questioned and upon any person (other than the plaintiff) whom the plaintiff alleges to have been elected or appointed, in the manner in which a summons is required to be served, or, if the court so directs, by registered mail; and the court may make such further requirements as to notice as appear to be proper under the circumstances.

(c) The court, consistent with the provisions of this part and in conformity with the articles and bylaws to the extent feasible, may determine the person entitled to the office of director or may order a new election to be held or appointment to be made, may determine the validity of the issuance of memberships and the right of persons to vote and may direct such other relief as may be just and proper.

title: 1. CORPORATIONS


citation: CORP § 9419

text: 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 election, appointment or removal is the failure to give notice as provided in this part or in the corporation’s articles or bylaws.

history: (History: Added by Stats. 1979, Ch. 724.)

title: 1. CORPORATIONS


citation: CORP § 9420

text: 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 writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

history: (History: Added by Stats. 1981, Ch. 587, Sec. 54.)

title: 1. CORPORATIONS


citation: CORP § 9421

text:
(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 entitled to accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member.

(b) If the name signed on a ballot, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if any of the following occur:

(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity.

(2) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the ballot, consent, waiver, or proxy appointment.

(3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.

(c) The corporation is entitled to reject a ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt concerning the validity of the signature or the signatory’s authority to sign for the member.

(d) The corporation and any officer or agent thereof who accepts or rejects a ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section shall not be liable in damages to the member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a ballot, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

history: (History: Added by Stats. 1996, Ch. 589, Sec. 44. Effective January 1, 1997.)

title: 1. CORPORATIONS


citation: CORP § 9510

text:
(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 the board.

(3) A record of its members giving their names and addresses and the class of membership held by each.

(b) Those minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes and other books and records are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes and other books and records are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record.

history: (History: Amended by Stats. 2004, Ch. 254, Sec. 34. Effective January 1, 2005.)

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 5. Records, Reports and Rights of Inspection


citation: CORP § 9511

text: 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 reasonable times, upon five business days’ prior written demand upon the corporation for a purpose reasonably related to the member’s interest as a member.

title: 1. CORPORATIONS

chapter: 5. Records, Reports and Rights of Inspection


citation: CORP § 9512

text: 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 of the board shall be open to inspection upon the written demand on the corporation of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a member.

title: 1. CORPORATIONS


citation: CORP § 9513

text: 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 properties of the corporation of which such person is a director for a purpose reasonably related to such person’s interests as a director.

history: (History: Amended by Stats. 1981, Ch. 587, Sec. 55.)

title: 1. CORPORATIONS


citation: CORP § 9514

text:
(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 question are kept, may enforce the demand or right of inspection with just and proper conditions or may, for good cause shown, appoint one or more competent inspectors or independent accountants to audit the financial statements kept in this state and investigate the property and funds of any corporation and of any subsidiary corporation thereof, domestic or foreign, keeping records in this state and to report thereon in such manner as the court may direct.

(b) All officers and agents of the corporation shall produce to the inspectors or accountants so appointed all books and documents in their custody or power, under penalty of punishment for contempt of court.

(c) All expenses of the investigation or audit shall be defrayed by the applicant unless the court orders them to be paid or shared by the corporation.

title: 1. CORPORATIONS


citation: CORP § 9610

text:
(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 may be brought in the name of the corporation by a creditor, a director, or the authorized number of members. In any such action in addition to the remedy provided in subdivision (a) of Section 5420, the court may award punitive damages for the benefit of the corporation against any director, officer, member or other person who with intent to defraud the corporation caused, received or aided and abetted in the making of any distribution.

history: (History: Repealed and added by Stats. 1978, Ch. 567.)

title: 1. CORPORATIONS

chapter: 6. Miscellaneous Provisions

article: 1. Distributions

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 1. Distributions


citation: CORP § 9620

text:
(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 Section 5817, and Section 5818.

(b) 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 by an amendment to its articles removing any provision limiting the term of its existence and providing for perpetual existence. If the filing of the certificate of amendment providing for perpetual existence would be prohibited if it were original articles by the provisions of Section 9122 the Secretary of State shall not file such certificate unless, by the same or a concurrently filed certificate of amendment, the articles of such corporation are amended to adopt a new available name. For the purpose of the adoption of any such amendment, persons who have been functioning as directors of such corporation shall be considered to have been validly elected even though their election may have occurred after the expiration of the original term of the corporate existence.

history: (History: Amended by Stats. 1981, Ch. 587, Sec. 56.)

title: 1. CORPORATIONS

article: 2. Amendment of Articles

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 2. Amendment of Articles


citation: CORP § 9621

text:
(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 other sections of Chapter 8 (commencing with Section 5810) of Part 2 (made applicable pursuant to Section 9620) or (2), a mutual benefit corporation, business corporation, a social purpose corporation, or cooperative corporation by complying with Chapter 8 (commencing with Section 5810) of Part 2.

(b) Amended articles authorized by this section shall include the provisions which would have been required (other than the initial street address and initial mailing address of the corporation and the name of the initial agent for service of process if a statement has been filed pursuant to Section 6210, made applicable pursuant to Section 9660) and may in addition only include those provisions which would have been permitted, in original articles filed by the type of corporation (public benefit, mutual benefit, business, social purpose, or cooperative) into which the religious corporation is changing its status.

history: (History: Amended by Stats. 2014, Ch. 694, Sec. 70. (SB 1301) Effective January 1, 2015.)

title: 1. CORPORATIONS

article: 2. Amendment of Articles


citation: CORP § 9630

text: 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 payment or performance of any contract or obligation may be approved by the board. Unless the articles or bylaws otherwise provide, no approval of the members (Section 5034) or of any other person or persons shall be necessary for such action.

history: (History: Amended by Stats. 1979, Ch. 724.)

title: 1. CORPORATIONS

article: 3. Sale of Assets

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 3. Sale of Assets


citation: CORP § 9631

text:
(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 its assets when the principal terms are:

(1) Approved by the board; and

(2) Unless the transaction is in the usual and regular course of its activities, approved by the members (Section 5034) and by any other person or persons whose approval is required by the articles or bylaws either before or after approval by the board and before or after the transaction.

(b) Subject to any provision in the articles or bylaws, the board may, notwithstanding approval by the members (Section 5034) or such other person, abandon the proposed transaction without further action by the members, subject to the contractual rights, if any, of third parties.

(c) Subject to the provisions of Section 9142, such sale, lease, conveyance, exchange, transfer or other disposition may be made upon such terms and conditions and for such consideration as the board may deem in the best interests of the corporation. The consideration may be money, property, or securities of any domestic corporation, foreign corporation, or foreign business corporation or any of them.

history: (History: Amended by Stats. 1981, Ch. 587, Sec. 57.)

title: 1. CORPORATIONS

article: 3. Sale of Assets


citation: CORP § 9632

text: 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 secretary of the corporation, setting forth that the transaction has been validly approved by the board, that the notice, if any, required by Section 9633 has been given and (a) stating that the property described in such deed or instrument is less than substantially all of the assets of the corporation or that the transfer is in the usual and regular course of the business of the corporation, if such be the case, or (b) if such property constitutes all or substantially all of the assets of the corporation and the transfer is not in the usual and regular course of the business of the corporation, stating the fact of approval thereof by the members (Section 5034). Such certificate is prima facie evidence of the existence of the facts authorizing such conveyance or other transfer of the assets and conclusive evidence in favor of any purchaser or encumbrancer for value who, without notice of any trust restriction applicable to the property or any failure to comply therewith, in good faith parted with value.

title: 1. CORPORATIONS

article: 3. Sale of Assets


citation: CORP § 9633

text: 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 substantially all of its assets unless the Attorney General has given the corporation a written waiver of this section as to the proposed transaction.

title: 1. CORPORATIONS

article: 3. Sale of Assets


citation: CORP § 9634

text: The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to religious corporations to the extent provided therein.

history: (History: Added by Stats. 2011, Ch. 442, Sec. 26. (AB 1211) Effective January 1, 2012.)

title: 1. CORPORATIONS

article: 3. Sale of Assets


citation: CORP § 9640

text:
(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 6011 and 6012.

(b) A corporation may merge with any domestic corporation, foreign corporation, or other business entity (Section 5063.5). However, without the prior written consent of the Attorney General, a religious corporation may only merge with another religious corporation or with a public benefit corporation or a foreign nonprofit corporation or an unincorporated association, the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes.

(c) 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 persons whose approval of an amendment of the articles is required by the articles or bylaws; and the approval by the members (Section 5034) or any other person or persons required by this section may be given before or after the approval by the board.

(d) 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 merger and other persons may be parties to the agreement of merger. The agreement shall state all of the following:

(1) The terms and conditions of the merger.

(2) The amendments, subject to Sections 5810 and 5816, to the articles of the surviving corporation to be effected by the merger, if any. If any amendment changes the name of the surviving corporation, the new name may be the same as or similar to the name of a disappearing corporation, subject to subdivision (b) of Section 9122.

(3) The amendments to the bylaws of the surviving corporation to be effected by the merger, if any.

(4) The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation.

(5) The manner, if any, of converting memberships of the constituent corporations into memberships of the surviving corporation.

(6) Any other details or provisions as are desired, if any.

history: (History: Amended by Stats. 2011, Ch. 442, Sec. 27. (AB 1211) Effective January 1, 2012.)

title: 1. CORPORATIONS

article: 4. Mergers

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 4. Mergers


citation: CORP § 9650

text: Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations of corporations, shall be governed by the provisions of Chapter 14 (commencing with Section 1400) of Division 1 of Title 1, and for this purpose the reference in Chapter 14 to “shareholders” shall be deemed to be a reference to members and the reference to “this division” shall be deemed to be a reference to this part.

history: (History: Amended by Stats. 2009, Ch. 500, Sec. 23. (AB 1059) Effective January 1, 2010.)

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 5. Bankruptcy Reorganizations and Arrangements


citation: CORP § 9660

text:
(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 bring an action in the proper county to compel compliance with Chapter 12 (commencing with Section 6210) made applicable to religious corporations by this section.

history: (History: Added by Stats. 1978, Ch. 567.)

title: 1. CORPORATIONS

article: 6. Filings

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 6. Filings


citation: CORP § 9670

text: Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.

title: 1. CORPORATIONS

article: 7. Service of Process

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 7. Service of Process


citation: CORP § 9680

text:
(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, 6710, 6711 and 6716.

(b) (1) Any corporation may elect voluntarily to wind up and dissolve (A) by approval of a majority of all the members (Section 5033) or (B) by approval of the board and approval of the members (Section 5034).

(2) Any corporation which comes within one of the following descriptions may elect by approval of the board to wind up and dissolve:

(A) A corporation which has been the subject of an order for relief in bankruptcy.

(B) A corporation which has disposed of all its assets and has not conducted any activity for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation.

(C) A corporation which has no members.

(D) A corporation which is required to dissolve under provisions of its articles adopted pursuant to subparagraph (i) of paragraph (2) of subdivision (a) of Section 9132.

(3) If a corporation comes within one of the descriptions in paragraph (2) and if the number of directors then in office is less than a quorum, it may elect to voluntarily wind up and dissolve by any of the following:

(A) The unanimous consent of the directors then in office.

(B) The affirmative vote of a majority of the directors then in office at a meeting held pursuant to waiver of notice by those directors complying with paragraph (3) of subdivision (a) of Section 9211.

(C) The vote of a sole remaining director.

(4) If a corporation elects to voluntarily wind up and dissolve pursuant to paragraph (3), references to the board in this chapter shall be deemed to be to a board consisting solely of those directors or that sole director and action by the board shall require at least the same consent or vote as would be required under paragraph (3) for an election to wind up and dissolve.

(c) If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (1) the corporation, or (2) the authorized number (Section 5036), or (3) the Attorney General, or (4) three or more creditors, and upon such notice to the corporation and members and creditors as the court may order, may take jurisdiction over the voluntary winding up proceeding if that appears necessary for the protection of the assets of the corporation. The court, if it assumes jurisdiction, may make such orders as to any and all matters concerning the winding up of the affairs of the corporation and the protection of its creditors and its assets as justice and equity may require. Chapter 15 (commencing with Section 6510) (except Sections 6510 and 6511) shall apply to those court proceedings.

(d) 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 proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation:

(1) To elect officers and to employ agents and attorneys to liquidate or wind up its affairs.

(2) To continue the conduct of the affairs of the corporation insofar as necessary for the disposal or winding up thereof.

(3) To carry out contracts and collect, pay, compromise, and settle debts and claims for or against the corporation.

(4) To defend suits brought against the corporation.

(5) To sue, in the name of the corporation, for all sums due or owing to the corporation or to recover any of its property.

(6) To collect any amounts remaining unpaid on memberships or to recover unlawful distributions.

(7) Subject to the provisions of Section 9142, to sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the corporation in an amount deemed reasonable by the board without compliance with Section 9631, and to execute bills of sale and deeds of conveyance in the name of the corporation.

(8) In general, to make contracts and to do any and all things in the name of the corporation which may be proper or convenient for the purposes of winding up, settling and liquidating the affairs of the corporation.

(e) After complying with Section 6713:

(1) Except as provided in Section 6715, all of a corporation’s assets shall be disposed of on dissolution in conformity with its articles or bylaws subject to complying with the provisions of any trust under which such assets are held.

(2) Except as provided in subdivision (3), the disposition required in subdivision (1) shall be made by decree of the superior court of the proper county. The decree shall be made upon petition therefor, upon 30 days’ notice to the Attorney General, by any person concerned in the dissolution.

(3) The disposition required in subdivision (1) may be made without the decree of the superior court, subject to the rights of persons concerned in the dissolution, if the Attorney General makes a written waiver of objections to the disposition.

(f) A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 9224.

(g) Chapter 15 (commencing with Section 6510) does not apply to religious corporations except to the extent its provisions apply under subdivision (d) of Section 6617, subdivision (c) of Section 6719, or subdivision (c) or (d) of this section.

history: (History: Amended by Stats. 2009, Ch. 631, Sec. 35. (AB 1233) Effective January 1, 2010.)

title: 1. CORPORATIONS

article: 8. Dissolution

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 8. Dissolution


text:
(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 have been named in the articles or been elected, the incorporator or a majority of the incorporators, may sign and verify a certificate of dissolution stating the following:

(1) That the certificate of dissolution is being filed within 24 months from the date the articles of incorporation were filed.

(2) That the corporation does not have any debts or other liabilities, except as provided in paragraph (3) and subdivision (d).

(3) That the tax liability will be satisfied on a taxes-paid basis or that a person or corporation or other business entity assumes the tax liability, if any, of the dissolving corporation and is responsible for additional corporate taxes, if any, that are assessed and that become due after the date of the assumption of the tax liability.

(4) That a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.

(5) That the corporation was created in error.

(6) That the known assets of the corporation remaining after payment of, or adequately providing for, known debts and liabilities have been distributed as required by law or that the corporation acquired no known assets, as the case may be.

(7) That a majority of the directors, or, if no directors have been named in the articles or been elected, the incorporator or a majority of the incorporators authorized the dissolution and elected to dissolve the corporation.

(8) That the corporation has not issued any memberships, and if the corporation has received payments for memberships, those payments have been returned to those making the payments.

(9) That the corporation is dissolved.

(b) A certificate of dissolution signed and verified pursuant to subdivision (a) shall be filed with the Secretary of State. The Secretary of State shall notify the Franchise Tax Board of the dissolution.

(c) Upon filing a certificate of dissolution pursuant to subdivision (b), a corporation shall be dissolved and its powers, rights, and privileges shall cease.

(d) Notwithstanding the dissolution of a nonprofit corporation pursuant to this section, its liability to creditors, if any, is not discharged. The liability of the directors of, or other persons related to, the dissolved corporation is not discharged. The dissolution of a nonprofit corporation pursuant to this section shall not diminish or adversely affect the ability of the Attorney General to enforce liabilities as otherwise provided by law.

history: (History: Added by Stats. 2015, Ch. 363, Sec. 5. (AB 557) Effective January 1, 2016.)

title: 1. CORPORATIONS

article: 8. Dissolution


citation: CORP § 9690

text: The provisions of Chapter 18 (commencing with Section 6810) of Part 2 apply to religious corporations. In so providing, the Legislature encourages the criminal courts of this state in sentencing persons convicted of fraudulent activities in the guise of religious activity to exercise their authority to impose restitution as a means of compensating the victims.

history: (History: Amended by Stats. 1980, Ch. 1324.)

title: 1. CORPORATIONS

article: 9. Crimes and Penalties

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 9. Crimes and Penalties


citation: CORP § 9910

text:
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 5002), Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing with Section 9110) and Part 5 (commencing with Section 9910), of Division 2 of Title 1 of the Corporations Code enacted by the California Legislature during the 1977–1978 Regular Session and, except as required by Section 9912, operative January 1, 1980.

(b) “New public benefit corporation law” means Part 2 of the new public benefit, mutual benefit and religious corporation law.

(c) “New mutual benefit corporation law” means Part 3 of the new public benefit, mutual benefit, and religious corporation law.

(d) “New religious corporation law” means Part 4 of the new public benefit, mutual benefit and religious corporation law.

(e) “Prior nonprofit law” means Part 1, Division 2 (commencing with Section 9000) of Title 1 of the Corporations Code in effect on December 31, 1979.

(f) “Subject corporation” means any corporation described in paragraphs (3) through (5), inclusive, of subdivision (a) of Section 5003 and subject to the prior nonprofit law.

part: 5. TRANSITION PROVISIONS

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 5. TRANSITION PROVISIONS


citation: CORP § 9911

text:
(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 which are expressly governed by Part 2 pursuant to a particular provision of this division, Division 3 (commencing with Section 12000) or other specific statutory provision.

(b) The new mutual benefit corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 3 of this division or which are expressly governed by Part 3 pursuant to a particular provision of this division or Division 3 (commencing with Section 12000) or other specific statutory provision.

(c) The new religious corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 4 of this division or which are expressly governed by Part 4 pursuant to a particular provision of this division, Division 3 (commencing with Section 12000) or other specific statutory provision.

(d) Notwithstanding subdivisions (a) through (c), if articles of incorporation intended to and in fact meeting the requirements of the prior nonprofit law have been initially received by the Secretary of State prior to January 1, 1980, and the matter is still pending on that date, then the entity may be incorporated pursuant to the prior nonprofit law if its articles are filed prior to May 1, 1980.

(e) Except as otherwise expressly provided in this part, (i) the new public benefit corporation law applies to all subject corporations referred to in Section 5060 and to all actions taken by the directors, officers or members of such corporation on or after January 1, 1980; (ii) the new mutual benefit corporation law applies to all subject corporations referred to in Section 5059 and to all actions taken by the directors, officers or members of such corporations on or after January 1, 1980; and (iii) the new religious corporation law applies to all subject corporations referred to in Section 5061 and to all actions taken by the directors, officers or members of such corporations on or after January 1, 1980.

(f) Except as otherwise expressly provided in this part, all of the sections of the new public benefit, mutual benefit and religious corporation law governing acts, contracts or other transactions by a corporation or its directors, officers or members, apply only to acts, contracts, or transactions occurring on or after January 1, 1980; and the prior nonprofit law governs acts, contracts or transactions occurring before January 1, 1980.

(g) Except as otherwise expressly provided in this part, any vote or consent by the directors or members of a corporation prior to January 1, 1980, in accordance with the prior nonprofit law shall be effective in accordance with that law; and if any certificate or document is required to be filed in any public office of this state relating to such vote or consent, it may be filed on or after January 1, 1980, in accordance with the prior nonprofit law.

title: 1. CORPORATIONS


citation: CORP § 9912

text:
(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 shall, on and after January 1, 1980, be subject to the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law based on the following:

(1) Any corporation of a type designated by statute as being subject to the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law, shall be subject to such law.

(2) Any corporation organized primarily or exclusively for religious purposes shall be subject to the new religious corporation law.

(3) Any corporation which does not come within paragraphs 1 or 2 of this subdivision but which has received an exemption under Section 23701d of the Revenue and Taxation Code, shall be subject to the new public benefit corporation law.

(4) Any corporation which does not come within paragraphs 1, 2, or 3 of this subdivision and all of the assets of which are irrevocably dedicated to charitable or public purposes and which according to its articles or bylaws must upon dissolution distribute its assets to a person or persons carrying on a similar purpose or purposes shall be subject to the new public benefit corporation law.

(5) Any corporation which does not come within paragraphs 1, 2, 3 or 4 of this subdivision and which permits distribution of assets to its members upon dissolution shall be subject to the new mutual benefit corporation law.

(6) Any corporation not otherwise described in this subdivision shall be subject to the new mutual benefit corporation law.

(b) Prior to January 1, 1980, the Secretary of State’s office shall send a nonbinding, advisory notice to each corporation covered by subdivision (a) indicating the type of corporation it is, based on the rules set forth in subdivision (a) of this section.

(c) Notwithstanding subdivision (a), assets held by a mutual benefit corporation in charitable trust shall be administered in compliance with the provisions of the trust and in accordance with any standards applicable pursuant to Section 7238.

(d) A corporation may petition the superior court of the proper county to determine its status as a public benefit, mutual benefit or religious corporation in accordance with subdivision (a). Notice of the proceeding shall be given as the court may direct. Any member may intervene. Notice of the proceeding shall be served on the Attorney General who may intervene. A certified copy of any final judgment in any such proceeding shall be filed with the Secretary of State.

(e) The Secretary of State may, in carrying out any obligation arising under this article, require any information necessary on existing corporations from the Franchise Tax Board or other state agency.

title: 1. CORPORATIONS


citation: CORP § 9913

text:
(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 to subject corporations designated as public benefit corporations unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part.

(b) The provisions of Sections 7130, 7131, and 7132 of the new Mutual Benefit Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations governed by the Mutual Benefit Corporation Law unless and until an amendment of the articles of incorporation is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part.

(c) The provisions of Sections 9130, 9131, and 9132 of the new Religious Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations governed by the Religious Corporation Law unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part.

(d) The amendment described in subdivision (a) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the public benefit corporation to Section 5130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 5151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made.

(e) The amendment described in subdivision (b) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the mutual benefit corporation to subdivisions (a) and (b) of Section 7130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 7151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made.

(f) The amendment described in subdivision (c) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the religious corporation to Section 9130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 9151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made.

(g) The amendment shall not contain the initial street address or initial mailing address of the corporation or name the corporation’s initial agent for service of process if a statement required by Section 6210, 8210, or 6210 (made applicable by Section 9660), as the case may be, has been filed.

history: (History: Amended by Stats. 2012, Ch. 494, Sec. 26. (SB 1532) Effective January 1, 2013.)

title: 1. CORPORATIONS


citation: CORP § 9914

text: 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 new mutual benefit corporation law applies to subject corporations governed by the mutual benefit corporation law and Section 9140 of the new religious corporation law applies to subject corporations governed by the religious corporation law; but any statement in the articles of such corporations prior to an amendment thereof pursuant to Section 9913, relating to the powers of the corporation shall not be construed as a limitation unless it is expressly stated as such.

title: 1. CORPORATIONS


citation: CORP § 9915

text:
(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 law, subdivision (a) of Section 7151 of the new mutual benefit corporation law does not apply to subject corporations governed by the mutual benefit corporation law, and subdivision (a) of Section 9151 of the new religious corporation law does not apply to subject corporations governed by the religious corporation law, but those corporations shall continue to be governed by the prior nonprofit law unless and until an amendment of the articles is filed pursuant to Section 9913. If an amendment makes any change in the number of directors or the maximum or minimum number of directors or makes change from a fixed to a variable board or vice versa, it shall also be approved by the members (Section 5034).

(b) Notwithstanding subdivision (a), the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law, as appropriate, rather than the provisions of the prior nonprofit law apply with the respect to determining the limits on the number of directors.

history: (History: Amended by Stats. 1988, Ch. 919, Sec. 12.)

title: 1. CORPORATIONS


citation: CORP § 9916

text: Subdivision (a) of Section 5213 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, subdivision (a) of Section 7213 of the new mutual benefit corporation law apply to subject corporations governed by the mutual benefit corporation law, and subdivision (a) of Section 9213 of the new religious corporation law applies to subject corporations governed by the religious corporation law; but the “treasurer” of those corporations shall be deemed to be the “chief financial officer,” unless otherwise provided in the articles or bylaws.

history: (History: Amended by Stats. 2009, Ch. 631, Sec. 36. (AB 1233) Effective January 1, 2010.)

title: 1. CORPORATIONS


text:
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 Section 7220 apply to subject corporations governed by the nonprofit mutual benefit corporation law, provided that:

(a) If a director on January 1, 1980, is serving a term in excess of three years in duration, the director may continue to serve until December 31, 1982, or until the expiration of the term whichever is earlier.

(b) If, on January 1, 1980, more than one-third of the directors of a corporation hold office by virtue of designation or selection, they may continue to do so until December 31, 1982.

history: (History: Amended by Stats. 1984, Ch. 144, Sec. 23.)

title: 1. CORPORATIONS


citation: CORP § 9917

text: Section 5238 governs any proposed indemnification by a public benefit corporation, Section 7237 governs any proposed indemnification by a mutual benefit corporation, and Section 9246 governs any proposed indemnification by a religious corporation, after January 1, 1980, whether the events upon which the indemnification is based occurred before or after January 1, 1980. Any statement relating to indemnification contained in the articles or bylaws of a subject corporation shall not be construed as limiting the indemnification permitted by Section 5238, Section 7237, or Section 9246 unless it is expressly stated as so intended.

history: (History: Amended by Stats. 1980, Ch. 1155.)

title: 1. CORPORATIONS


citation: CORP § 9918

text: Section 7313 of the new mutual benefit corporation law relating to membership certificates applies to the membership certificates of a subject corporation if the certificates are issued on or after January 1, 1980, and the prior nonprofit law shall continue to govern certificates representing memberships issued prior to January 1, 1980, unless and until an amendment of the articles is filed pursuant to Section 9913.

title: 1. CORPORATIONS


citation: CORP § 9920

text:
(a) The provisions of Chapter 5 (commencing with Section 5510) and Chapter 6 (commencing with Section 5610) of the new Public Benefit Corporation Law apply to any meeting of members of a public benefit corporation, the provisions of Chapter 5 (commencing with Section 7510) and Chapter 6 (commencing with Section 7610) of the new Mutual Benefit Corporation Law apply to any meeting of members of a mutual benefit corporation, and the provisions of Chapter 4 (commencing with Section 9410) of the new Religious Corporation Law apply to any meeting of members of a religious corporation, held on or after January 1, 1980, and to any action by such members pursuant to a written ballot, which becomes effective on or after January 1, 1980, and to any vote cast at such a meeting or ballot, given for such action (whether or not a proxy or ballot was executed by the member prior to January 1, 1980).

(b) Notwithstanding subdivision (a):

(1) The prior nonprofit law shall apply to any such meeting of members and to any vote cast at such a meeting if such meeting was initially called for a date prior to January 1, 1980, and notice thereof was given to members entitled to vote thereat; and

(2) Where a proxy would be valid under the prior nonprofit law but would not be valid for a public benefit corporation under the new Public Benefit Corporation Law, for a mutual benefit corporation under the new Mutual Benefit Corporation Law, or for a religious corporation under the new Religious Corporation Law, and where the proxy by its terms expires during or after 1980, such proxy may be voted at meetings of members during 1980 (prior to its expiration date) but not thereafter.

(3) Action taken by the board or the members after December 31, 1979, and before January 1, 1982, shall be valid if such action was taken in compliance with the prior nonprofit law and the articles and bylaws as they then existed, subject to the rights of any person who acted in detrimental reliance upon the invalidity of such action prior to Janaury 1, 1982. This subdivision does not validate any provision in the articles or bylaws after December 31, 1981, which does not comply with the then existing provisions of the new public benefit, mutual benefit, or religious corporation law, as the case may be.

history: (History: Amended by Stats. 1981, Ch. 587, Sec. 61.)

title: 1. CORPORATIONS


citation: CORP § 9921

text: Section 5710 of the new public benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a public benefit corporation, and Section 7710 of the new mutual benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a mutual benefit corporation. The prior nonprofit law governs actions commenced prior to but still pending on January 1, 1980.

title: 1. CORPORATIONS


citation: CORP § 9922

text: Chapters 9 (commencing with Section 5910) and 10 (commencing with Section 6010) of the new public benefit corporation law apply to transactions consummated on or after January 1, 1980, by a public benefit corporation or, subject to Sections 9630 and 9640, by a religious corporation, and Chapters 9 (commencing with Section 7910) and 10 (commencing with Section 8010) of the new mutual benefit corporation law apply to transactions consummated on or after January 1, 1980, by a mutual benefit corporation, unless the approval required by the prior nonprofit law has been given prior to January 1, 1980, or has been given on or after January 1, 1980, but at a meeting of members initially called for a date prior to January 1, 1980, in which case the transaction shall be governed by the prior nonprofit law.

title: 1. CORPORATIONS


citation: CORP § 9923

text: Chapters 15 (commencing with Section 6510) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to acts for involuntary dissolution of a public benefit corporation commenced on or after January 1, 1980, and Chapters 15 (commencing with Section 8510) and 17 (commencing with Section 8710) of the new mutual benefit corporation law apply to acts for involuntary dissolution of a mutual benefit corporation commenced on or after January 1, 1980; but the prior nonprofit law governs any such actions commenced prior to but still pending on January 1, 1980.

title: 1. CORPORATIONS


citation: CORP § 9924

text: Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to any voluntary dissolution proceeding initiated with respect to a public benefit corporation or, subject to Section 9680, with respect to a religious corporation, by the filing on or after January 1, 1980, of an election to wind up and dissolve, and Chapters 16 (commencing with Section 8610) and 17 (commencing with Section 8710) of the new mutual benefit corporation law apply to any voluntary dissolution proceeding initiated with respect to a mutual benefit corporation by the filing on or after January 1, 1980, of an election to wind up and dissolve; but the prior nonprofit law governs any such proceeding so initiated prior to January 1, 1980.

title: 1. CORPORATIONS


citation: CORP § 9925

text: When any corporate agent for service of process has been designated prior to January 1, 1980, and such designation of agent included a name of a city, town or village wherein the corporate agent maintained an office, service on such agent may be effected at any office of the agent set forth in the certificate of the corporate agent filed pursuant to Section 6213 of the new public benefit corporation law (applicable to public benefit corporations and, subject to Section 9660, to religious corporations), Section 8213 of the new mutual benefit corporation law, Section 1505 of the Corporations Code, or filed pursuant to Section 3301.5, 3301.6, 6403.5, or 6403.6 of the Corporations Code as in effect prior to January 1, 1977.

title: 1. CORPORATIONS


citation: CORP § 9926

text:
Any subject corporation that existed on the first day of January, 1873, and was formed under the laws of this state, which corporation has not already elected to continue its existence under the prior nonprofit law, may at any time elect to continue its existence under the provisions of this code applicable thereto by the unanimous vote of all its directors, or such election may be made at any annual meeting of the members, or at any meeting called by the directors especially for considering the subject, if voted by members representing a majority of the voting power, or may be made by the directors upon the written consent of that number of the members.

A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous votes or upon the written consent of the members, or a certificate of the proceedings of the meeting of the members when the election is made at any such meeting, signed by the chairperson and secretary of the meeting and a majority of the directors, shall be filed in the office of the Secretary of State, and thereafter the corporation continues its existence under the provisions of this code which are applicable thereto, and possesses all the rights, and powers, and is subject to all the obligations, restrictions, and limitations prescribed thereby.

history: (History: Amended by Stats. 2022, Ch. 617, Sec. 72. (SB 1202) Effective January 1, 2023.)

title: 1. CORPORATIONS


citation: CORP § 9927

text: If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to January 1, 1980, pursuant to the prior nonprofit law as a result of its incorporation of Sections 5700 through 5908 of the prior law (Section 2300), such sections and provisions continue to apply to such a corporation until restoration by the Controller pursuant to such sections.

title: 1. CORPORATIONS


citation: CORP § 9928

text:
(a) A corporation which was organized prior to January 1, 1971, under any statutory provisions other than the General Corporation Law as then in effect (Division 1 (commencing with Section 100) of Title 1 of the Corporations Code or predecessor statutory provisions), has never filed a statement pursuant to Section 6210 or 8210, has never filed a statement pursuant to former Section 3301 and is not under suspension by the Franchise Tax Board, shall be subject to suspension by the Secretary of State pursuant to this section.

(b) Prior to taking action to suspend, the Secretary of State shall, in accordance with Section 6061 of the Government Code, publish a notice one time in a newspaper of general circulation published in the county in which the articles require the principal office of the corporation to be located. The notice shall identify the corporation by name and corporate number and shall state that the corporation shall be subject to suspension without further notice if a statement pursuant to Section 6210 or 8210 is not filed within 60 days after the date of publication of the notice.

(c) Not less than 61 days and not more than 180 days after the date of the publication, the Secretary of State may act to suspend the corporation in accordance with subdivisions (a) and (b).

(d) The Secretary of State shall notify the Franchise Tax Board of the suspension and thereupon, except for the purpose of amending the articles to set forth a new name, the corporate powers, rights, and privileges of the corporation are suspended.

(e) A statement pursuant to Section 6210 or 8210 may be filed notwithstanding suspension of the corporate powers, rights and privileges pursuant to this section or Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code. Upon the filing of a statement pursuant to Section 6210 or 8210 by a corporation which has suffered suspension pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the corporation may thereupon, in accordance with Section 23305a of the Revenue and Taxation Code, be relieved from suspension unless the corporation is held in suspension by the Franchise Tax Board by reason of Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code.

history: (History: Added by Stats. 1989, Ch. 440, Sec. 1.)

title: 1. CORPORATIONS


citation: CORP § 10000

text: 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 have elected to continue their existence under the Civil Code or elect to continue their existence under this code, except that Sections 10002, and 10012 to 10015, inclusive, do not apply to corporations sole formed before March 30, 1878, unless they have elected to continue their existence under the Civil Code or under this code.

history: (History: Enacted by Stats. 1947, Ch. 1038.)

part: 6. CORPORATIONS SOLE

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 6. CORPORATIONS SOLE


citation: CORP § 10001

text: 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 certificate to that effect, under its corporate seal, if any, signed by its chief officer, or by filing amended articles of incorporation in the form required in this part.

title: 1. CORPORATIONS


citation: CORP § 10002

text: A corporation sole may be formed under this part by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society, or church, for the purpose of administering and managing the affairs, property, and temporalities thereof.

title: 1. CORPORATIONS


citation: CORP § 10003

text:
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, regulations, or discipline of the religious denomination, society, or church to take such action.

(c) The county in this State where the principal office for the transaction of the business of the corporation is located.

(d) The manner in which any vacancy occurring in the office of the bishop, chief priest, presiding elder, or other presiding officer is required to be filled by the rules, regulations, or constitution of the denomination, society, or church.

title: 1. CORPORATIONS


citation: CORP § 10004

text: 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, including restrictions upon the power to amend all or any part of the articles of incorporation.

title: 1. CORPORATIONS


citation: CORP § 10005

text: The articles shall be signed and verified by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation and shall be submitted to the Secretary of State for filing in his office. If they conform to law he shall file them and endorse the date of filing thereon. Upon the filing of the articles with the Secretary of State the corporation sole is formed.

title: 1. CORPORATIONS


citation: CORP § 10007

text:
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 and to the same extent as a natural person, for the purposes of the trust.

(c) Borrow money, and give promissory notes therefor, and secure the payment thereof by mortgage or other lien upon property, real or personal.

(d) Buy, sell, lease, mortgage, and in every way deal in real and personal property in the same manner that a natural person may, without the order of any court.

(e) Receive bequests and devises for its own use or upon trusts to the same extent as natural persons may, subject, however, to the laws regulating the transfer of property by will.

(f) Appoint attorneys in fact.

title: 1. CORPORATIONS


citation: CORP § 10008

text: Every corporation sole has perpetual existence and also has continuity of existence, notwithstanding vacancies in the incumbency thereof. During the period of any such vacancy, the corporation sole has the same capacity and right to receive and take any gift, bequest, devise, or conveyance of property, either as grantee for its own use, or as trustee, and to be or be made the beneficiary of a trust, as though there were no vacancy. No agency created by a corporation sole by a written instrument which in express terms provides that the agency thereby created shall not be terminated by a vacancy in the incumbency of the corporation is terminated or affected by the death of the incumbent of the corporation or by a vacancy in the incumbency thereof, however caused.

title: 1. CORPORATIONS


citation: CORP § 10009

text: 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 corporation.

title: 1. CORPORATIONS


citation: CORP § 10010

text:
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, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole.

The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.

The amendment shall include the Secretary of State entity number and be submitted to the Secretary of State’s office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement.

history: (History: Amended by Stats. 2020, Ch. 361, Sec. 8. (SB 522) Effective January 1, 2021.)

title: 1. CORPORATIONS


citation: CORP § 10012

text: 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, and verified by the chief officer of the corporation.

title: 1. CORPORATIONS


citation: CORP § 10013

text:
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 State’s records.

(b) The reason for its dissolution or winding up.

(c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole.

(d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation.

history: (History: Amended by Stats. 2020, Ch. 361, Sec. 9. (SB 522) Effective January 1, 2021.)

title: 1. CORPORATIONS


citation: CORP § 10014

text: 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 thereon. Thereupon the corporation shall cease to carry on business, except for the purpose of adjusting and winding up its affairs.

history: (History: Amended by Stats. 1982, Ch. 662, Sec. 28.)

title: 1. CORPORATIONS


citation: CORP § 10015

text: After the debts and obligations of the corporation are paid or adequately provided for, any assets remaining shall be transferred to the religious organization governed by the corporation sole, or to trustees in its behalf, or disposed of as may be decreed by the superior court of the county in which the dissolved corporation had its principal office upon petition therefor by the Attorney General or any person connected with the organization.

title: 1. CORPORATIONS


citation: CORP § 10200

text: 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 be a nonprofit public benefit corporation organized for charitable purposes under Part 2 (commencing with Section 5110) of the Nonprofit Corporation Law (Division 2 (commencing with Section 5000) of this title) except if the corporation is organized primarily or exclusively for religious purposes, in which case it is subject to and deemed to be a nonprofit religious corporation under Part 4 (commencing with Section 9110) of the Nonprofit Corporation Law.

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 2. NONPROFIT CORPORATION LAW > 6. Miscellaneous Provisions > 7. CORPORATIONS FOR CHARITABLE OR ELEEMOSYNARY PURPOSES