Title CORP, California Corp. Code

“Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code; or (b) Accompanied by a declaration in writing signed by the persons executing t…

A corporation is an “affiliate” of, or a corporation is “affiliated” with, another specified corporation if it directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the other specified corporation. (Added by Stats. …

“Approved by (or approval of) the board” means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not within the competence of the committee under Section 5212, Section 7212, or Section …

“Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or written ballot in conformity with Section 5513, Section 7513, or Section 9413) of a majority of the votes entitled to be cast. Such approval shall include the affirmative vote of a …

“Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or writt…

“Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation. (Added by Stats. 1978, Ch. 567.)

(a) Except as provided in subdivision (b) or (c), “authorized number” means 5 percent of the voting power. (b) Where (disregarding any provision for cumulative voting which would otherwise apply) the total number of votes entitled to be cast for a director is 1,000 or more, but l…

“Bylaws” includes amendments thereto and amended bylaws. (Added by Stats. 1978, Ch. 567.)

“Board” means the board of directors of the corporation. (Added by Stats. 1978, Ch. 567.)

“Business corporation” means a corporation as defined in Section 162 of the General Corporation Law. (Added by Stats. 1978, Ch. 567.)

All references in this division to “chairperson of the board,” other than in Sections 5213, 7213, and 9213, shall be deemed to refer to all permissible titles for a chair of the board, as permitted by Sections 5213, 7213, and 9213. (Amended by Stats. 2022, Ch. 617, Sec. 44. (SB 1…

“Chapter” refers to a chapter of Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110) unless otherwise expressly stated. (Amended by Stats. 1983, Ch. 101, Sec. 15.)

“Class” refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered t…

“Common shares,” as used in Part 3 (commencing with Section 7110), means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment of dividends. (Amended by Stats. 1983, Ch. 101, Sec. 17.)

“Constituent corporation” means a corporation which is merged with one or more other corporations and includes the surviving corporation. (Added by Stats. 1978, Ch. 567.)

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation. (Added by Stats. 1978, Ch. 567.)

(a) “Corporation” as used in this part and Part 5 (commencing with Section 9910), refers to corporations defined in subdivisions (b), (c), and (d). (b) “Corporation,” as used in Part 2 (commencing with Section 5110), means a nonprofit public benefit corporation as defined in Sect…

Except as otherwise expressly provided, “directors” means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governin…

(a) The Legislature finds and declares that the services of directors and officers of nonprofit corporations who serve without compensation are critical to the efficient conduct and management of the public service and charitable affairs of the people of California. The willingne…

“Disappearing corporation” means a constituent corporation which is not the surviving corporation. (Added by Stats. 1978, Ch. 567.)

“Distribution” means the distribution of any gains, profits or dividends to any member as such. As used in this section, “member” means any person who is a member as defined in Section 5056 and any person who is referred to as a member as authorized by subdivision (a) of Sections…

“Domestic corporation” means a corporation formed under the laws of this state. (Added by Stats. 1978, Ch. 567.)

“Filed,” unless otherwise expressly provided, means filed in the office of the Secretary of State. (Added by Stats. 1978, Ch. 567.)

“Foreign business corporation,” as used in Part 3 (commencing with Section 7110), means a foreign corporation as defined in Section 171 except that it does not include a foreign corporation as defined in Section 5053. (Amended by Stats. 1983, Ch. 101, Sec. 19.)

“Foreign corporation” means any corporation incorporated in a jurisdiction other than California pursuant to that jurisdiction’s law for the incorporation of nonprofit corporations; except that as used in subdivision (b) of Section 5122, in subdivision (c) of Section 7122, and in…

“Incentive and benefit plans,” as used in Section 5140, in Section 7140, and in Section 9140 includes, but is not limited to, any plan or agreement under which the compensation of officers or employees is fixed, in full or in part, by reference to the financial performance of the…

“Liquidating price” or “liquidation preference,” as used in Part 3 (commencing with Section 7110), means amounts payable on memberships of any class, upon voluntary or involuntary dissolution, winding up or distribution of the entire assets of the corporation, in priority to amou…

(a) “Member” means any person who, pursuant to a specific provision of a corporation’s articles or bylaws, has the right to vote for the election of a director or directors or on a disposition of all or substantially all of the assets of a corporation or on a merger or on a disso…

A “membership” refers to the rights a member has pursuant to a corporation’s articles, bylaws and this division. (Amended by Stats. 1979, Ch. 724.)

“Membership certificate,” as used in Part 3 (commencing with Section 7110), means a document evidencing a transferable property interest in a corporation. (Amended by Stats. 1983, Ch. 101, Sec. 21.)

“Nonprofit mutual benefit corporation” or “mutual benefit corporation” means a corporation which is organized under Part 3 (commencing with Section 7110), or subject to Part 3 under the provisions of subdivision (a) of Section 5003. (Amended by Stats. 1979, Ch. 724.)

“Nonprofit public benefit corporation” or “public benefit corporation” means a corporation which is organized under Part 2 (commencing with Section 5110) or subject to Part 2 under the provisions of subdivision (a) of Section 5003. (Amended by Stats. 1979, Ch. 724.)

“Nonprofit religious corporation” or “religious corporation” means a corporation which is organized under Part 4 (commencing with Section 9110) or subject to Part 4 pursuant to subdivision (a) of Section 5003. (Amended by Stats. 1979, Ch. 724.)

“Officer’s certificate” means a certificate signed and verified by the chair of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer. (Amended by Stats. 2009, Ch. 631, Sec…

“On the certificate,” as used in Part 3 (commencing with Section 7110), means that a statement appears on the face of a certificate or on the reverse thereof with a reference thereto on the face. (Amended by Stats. 1983, Ch. 101, Sec. 22.)

“Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a domestic reciprocal insurer organized after 1974 to provide medical malpractice …

A “parent” of a specified corporation is an affiliate controlling such corporation directly or indirectly through one or more intermediaries. (Added by Stats. 1978, Ch. 567.)

“Parent party” means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred, or exchanged in a merger pursuant to Section 6019.1 or 8019.1. (Added by Stats. 1999, Ch. 437, Sec. 12.…

“Person,” in addition to those entities specified in Section 18 and unless otherwise expressly provided, includes any association, business corporation, company, corporation, corporation sole, domestic corporation, estate, foreign corporation, foreign business corporation, indivi…

“Preferred shares,” as used in Part 3 (commencing with Section 7110), means shares other than common shares. (Amended by Stats. 1983, Ch. 101, Sec. 24.)

“Proper county” means the county where the corporation’s principal office in this state is located or, if the corporation has no such office, the County of Sacramento. (Amended by Stats. 1979, Ch. 724.)

“Proxy” means a written authorization signed by a member or the member’s attorney in fact giving another person or persons power to vote on behalf of such member. “Signed” for the purpose of this section means the placing of the member’s name on the proxy (whether by manual signa…

“Proxyholder” means the person or persons to whom a proxy is given. (Added by Stats. 1978, Ch. 567.)

“Shareholder,” as used in Part 3 (commencing with Section 7110), means one who is a holder of record of shares. (Amended by Stats. 1983, Ch. 101, Sec. 25.)

“Shares,” as used in Part 3 (commencing with Section 7110), means the units into which the proprietary interests in a business corporation or foreign business corporation are divided in the articles. (Amended by Stats. 1983, Ch. 101, Sec. 26.)

(a) Except as provided in subdivision (b), “subsidiary” of a specified corporation means a corporation more than 50 percent of the voting power of which is owned directly, or indirectly through one or more subsidiaries, by the specified corporation. (b) For the purpose of Section…