Title CORP — California Corp. Code

It is the intent of the Legislature to enact legislation relating to the governance of unincorporated associations.

(a) Unless otherwise provided by an unincorporated association’s governing principles, membership in the unincorporated association is terminated by any of the following events: (1) Resignation of the member. (2) Expiration of the fixed term of the membership, unless the membersh…

(a) This section only applies if membership in an unincorporated association includes a property right or if expulsion or suspension of a member would affect an important, substantial economic interest. This section does not apply to an unincorporated association that has a relig…

Except as otherwise provided by statute or by an unincorporated association’s governing principles, the following rules govern a member vote conducted pursuant to this chapter: (a) A vote may be conducted either at a member meeting at which a quorum is present or by a written bal…

If an unincorporated association’s governing principles do not provide a procedure to amend the association’s governing documents, the governing documents may be amended by a vote of the members.

The following definitions govern the construction of this article: (a) “Constituent entity” means an entity that is merged with one or more other entities and includes the surviving entity. (b) “Disappearing entity” means a constituent entity that is not the surviving entity. (c)…

An unincorporated association may merge with a domestic or foreign corporation, domestic or foreign limited partnership, domestic or foreign general partnership, or domestic or foreign limited liability company. Notwithstanding this section, a merger may be effected only if each …

A merger involving an unincorporated association is subject to the following requirements: (a) Each party to the merger shall approve an agreement of merger. The agreement shall include the following provisions: (1) The terms of the merger. (2) Any amendments the merger would mak…

(a) A merger pursuant to this article has the following effect: (1) The separate existence of the disappearing entity ceases. (2) The surviving entity succeeds, without other transfer, to the rights and property of the disappearing entity. (3) The surviving entity is subject to a…

If, as a consequence of merger, a surviving entity succeeds to ownership of real property located in this state, the surviving entity’s record ownership of that property may be evidenced by recording in the county in which the property is located a copy of the agreement of merger…

A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a disappearing entity and that takes effect or remains payable after the merger inures to the benefit of the surviving entity. A trust oblig…

An unincorporated association may be dissolved by any of the following methods: (a) If the association’s governing documents provide a method for dissolution, by that method. (b) If the association’s governing documents do not provide a method for dissolution, by the affirmative …

Promptly after commencement of dissolution of an unincorporated association, the board or, if none, the members shall promptly wind up the affairs of the association, pay or provide for its known debts or liabilities, collect any amounts due to it, take any other action as is nec…

(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 …

(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…

(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 m…

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 otherwis…

(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 regu…

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,…

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 …

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

(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 (S…

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 Divis…

(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…

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

(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 …

(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 …

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 exer…