0 chapters · 816 sections in this title.
Corp. Code § 7310 Section 7310
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(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. …
Corp. Code § 7311 Section 7311
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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.
Corp. Code § 7312 Section 7312
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No person may hold more than one membership, and no fractional memberships may be held, except as follows: (a) Two or more persons may have an indivisible interest in a single membership when authorized by, and in a manner or under the circumstances prescribed by, the articles or…
Corp. Code § 7313 Section 7313
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(a) A corporation may, but is not required to, issue membership certificates. Nothing in this section shall restrict a corporation from issuing identity cards or similar devices to members which serve to identify members qualifying to use facilities or services of the corporation…
Corp. Code § 7314 Section 7314
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(a) A corporation may issue a new membership certificate or a new certificate for any security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed cert…
Corp. Code § 7315 Section 7315
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(a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any person to membership. (b) A corporation may not admit its subsidiary (Section 5073) to membership.
Corp. Code § 7320 Section 7320
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Subject to Section 7613: (a) Unless the articles or bylaws otherwise provide: (1) No member may transfer a membership or any right arising therefrom; and (2) Subject to the provisions of subdivision (b), all rights as a member of the corporation cease upon the member’s death or d…
Corp. Code § 7330 Section 7330
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A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
Corp. Code § 7331 Section 7331
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Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
Corp. Code § 7332 Section 7332
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(a) A corporation may provide in its articles for one or more classes of memberships which are redeemable, in whole or in part, at the option of the corporation, or the member for such consideration within such time or upon the happening of one or more specified events and upon s…
Corp. Code § 7333 Section 7333
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(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 pers…
Corp. Code § 7340 Section 7340
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(a) A member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective. (b) This section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually …
Corp. Code § 7341 Section 7341
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(a) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the requirements of this section. An expulsion, termination or suspension not in accord with this section shall be void and witho…
Corp. Code § 7350 Section 7350
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(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 th…
Corp. Code § 7351 Section 7351
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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 liable for them by contract, as a condition to …
Corp. Code § 7352 Section 7352
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A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any unpaid balance of the purchase price of the membership, or for any amount owing to the …
Corp. Code § 7353 Section 7353
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(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to the corporation to pay the amount due on such member’s membership or otherwise due to the corporation unless final judgment has been rendered in favor of the cr…
Corp. Code § 7354 Section 7354
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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 b…
Corp. Code § 9310 Section 9310
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(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. …
Corp. Code § 9311 Section 9311
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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.
Corp. Code § 9312 Section 9312
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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 ar…
Corp. Code § 9313 Section 9313
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Except as provided in its articles or bylaws, a corporation may admit any person to membership.
Corp. Code § 9320 Section 9320
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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.
Corp. Code § 9330 Section 9330
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A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
Corp. Code § 9331 Section 9331
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Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions, and conditions.
Corp. Code § 9332 Section 9332
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(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 pers…
Corp. Code § 9340 Section 9340
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(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 …
Corp. Code § 9350 Section 9350
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(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 th…
Corp. Code § 9351 Section 9351
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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. Art…
Corp. Code § 9352 Section 9352
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(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 …
Corp. Code § 9353 Section 9353
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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 b…
Corp. Code § 12450 Section 12450
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This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 12620), 16 (commencing with Section 12630), and 17 (commencing with Section 12650).
Corp. Code § 12451 Section 12451
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Distributions (Section 12235) in any fiscal year shall not exceed 15 percent, multiplied by contributions (whether by membership fees, capital credits, or otherwise) to capital.
Corp. Code § 12452 Section 12452
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A corporation may, subject to meeting the requirements of Section 12453 and any additional restrictions authorized by Section 12454, purchase or redeem memberships.
Corp. Code § 12453 Section 12453
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Neither a corporation nor any of its subsidiaries shall purchase or redeem memberships, or make a patronage distribution to members out of earnings of the corporation on nonmember patronage, or make a distribution, if the corporation or the subsidiary purchasing or redeeming memb…
Corp. Code § 12454 Section 12454
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Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership, upon distributions, or upon patronage distributions, by provision in a corporation’s articles or bylaws or agreement entered into by the corporation.
Corp. Code § 12454.5 Section 12454.5
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(a) A worker cooperative may create an indivisible reserves account that shall not be distributed to members. (b) Funds in the indivisible reserves account shall only derive from non-patronage-sourced income, in a manner provided in the articles or bylaws, or by the board, and sh…
Corp. Code § 12455 Section 12455
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(a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by this chapter is liable to the corporation for the amount so received by the person with interest thereon at th…
Corp. Code § 28200 Section 28200
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The organizational documents of the licensee shall include the following statement: (a) The activities of the licensee are limited to the promotion of economic, business, or industrial development in the State of California through the provision of financial or managerial assista…
Corp. Code § 28201 Section 28201
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No licensee shall, except by prior written notice to the commissioner, transact business under any name other than its corporate name.
Corp. Code § 28210 Section 28210
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Each licensee shall have a board of directors, executive committee, or other policy body, which shall consist of not less than three members.
Corp. Code § 28211 Section 28211
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The board of directors, executive committee, or other policy body of each licensee shall hold a meeting not less frequently than once each calendar year.
Corp. Code § 28212 Section 28212
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The board of directors, executive committee, or other policy body of each licensee shall approve the contract to be entered into between the licensee and any person who will make recommendations with respect to the investment of funds of the licensee.
Corp. Code § 5410 Section 5410
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No corporation shall make any distribution. This section shall not apply to the purchase of a membership in a limited-equity housing cooperative, as defined in Section 33007.5 of the Health and Safety Code, which is organized as a public benefit corporation.
Corp. Code § 5420 Section 5420
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(a) Any person who receives any distribution is liable to the corporation for the amount so received by such person with interest thereon at the legal rate on judgments until paid. (b) Suit may be brought in the name of a corporation by a creditor, a director, the Attorney Genera…
Corp. Code § 7410 Section 7410
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This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 8510), 16 (commencing with Section 8610), and 17 (commencing with Section 8710).
Corp. Code § 7411 Section 7411
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(a) Except as provided in subdivision (b), no corporation shall make any distribution except upon dissolution. (b) A corporation may, subject to meeting the requirements of Sections 7412 and 7413 and any additional restrictions authorized by Section 7414, purchase or redeem membe…
Corp. Code § 7412 Section 7412
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Neither a corporation nor any of its subsidiaries shall make a distribution if the corporation or the subsidiary making the distribution is, or as a result thereof would be, likely to be unable to meet its liabilities (except those whose payment is otherwise adequately provided f…
Corp. Code § 7413 Section 7413
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Neither a corporation nor any of its subsidiaries shall purchase or redeem a membership of the parent or subsidiary if the articles of the corporation contain a provision authorized by subparagraph (B) of paragraph (4) of subdivision (a) of Section 7132 and such corporation or th…
Corp. Code § 7414 Section 7414
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Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership by provision in a corporation’s articles or bylaws or agreement entered into by the corporation.