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Corporations Code - CORP - CORP § 12501
Corporations Code - CORP - CORP § 12501
Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators so long as: (a) No directors were named in the original articles; (b) No directors have been elected; and (c) The corporation has no members.
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Corporations Code - CORP - CORP § 12502
Corporations Code - CORP - CORP § 12502
(a) Except as provided in this section or Section 12503, amendments may be adopted if approved by the board and approved by the members before or after the approval by the board. (b) Notwithstanding subdivision (a), the following amendments may be adopted by approval of the board
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Corporations Code - CORP - CORP § 12503
Corporations Code - CORP - CORP § 12503
(a) An amendment shall also be approved by the members (Section 12224) of a class, whether or not the class is entitled to vote thereon by the provisions of the articles, if the amendment would do any of the following: (1) Materially and adversely affect the rights, privileges, p
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Corporations Code - CORP - CORP § 12504
Corporations Code - CORP - CORP § 12504
(a) A corporation may amend its articles to change its status to that of a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, a nonprofit religious corporation, a business corporation, or a social purpose corporation by complying with this section and t
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Corporations Code - CORP - CORP § 12505
Corporations Code - CORP - CORP § 12505
(a) Upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officers’ certificate stating: (1) The wording of the amendment or amended articles is in accordance with Section 12507; (2) That the amendment has been approved by
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Corporations Code - CORP - CORP § 12506
Corporations Code - CORP - CORP § 12506
In the case of amendments adopted by the incorporators under Section 12501, the corporation shall file a certificate of amendment signed and verified by a majority of the incorporators which shall state that the signers thereof constitute at least a majority of the incorporators,
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Corporations Code - CORP - CORP § 12507
Corporations Code - CORP - CORP § 12507
The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating that the articles shall be amended to read as therein set forth in full. (b) By stating that any provision of the articles, which sh
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Corporations Code - CORP - CORP § 12508
Corporations Code - CORP - CORP § 12508
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of memberships shall be effected, and a copy of the certificate, certified by the Secretary of State, is prima facie
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Corporations Code - CORP - CORP § 12509
Corporations Code - CORP - CORP § 12509
A corporation formed for a limited period may at any time subject 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 exist
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Corporations Code - CORP - CORP § 12510
Corporations Code - CORP - CORP § 12510
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers’ certificate entitled “Restated Articles of Incorporation of (insert name of corporation)” which shall set forth the articles as amended to the date of filing of
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Corporations Code - CORP - CORP § 12520
Corporations Code - CORP - CORP § 12520
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
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Corporations Code - CORP - CORP § 12521
Corporations Code - CORP - CORP § 12521
(a) 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 th
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Corporations Code - CORP - CORP § 12522
Corporations Code - CORP - CORP § 12522
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 and (a) stating t
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Corporations Code - CORP - CORP § 12530
Corporations Code - CORP - CORP § 12530
Except as provided in Section 12530.5, any corporation may merge with another domestic corporation, foreign corporation, or other business entity. However, a merger with a nonprofit public benefit corporation or a nonprofit religious corporation must have the prior written consen
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Corporations Code - CORP - CORP § 12530.5
Corporations Code - CORP - CORP § 12530.5
Notwithstanding Section 12530, a worker cooperative that has not revoked its election to be governed as a worker cooperative under Section 12310.5 shall not consolidate or merge with another corporation other than another worker cooperative. Two or more worker cooperatives may me
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Corporations Code - CORP - CORP § 12531
Corporations Code - CORP - CORP § 12531
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: (a) The
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Corporations Code - CORP - CORP § 12532
Corporations Code - CORP - CORP § 12532
Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or a wholly owned subsidiary of either in a constituent corporation) shall be treated equally with respect to any distributio
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Corporations Code - CORP - CORP § 12533
Corporations Code - CORP - CORP § 12533
(a) The principal terms of the merger shall be approved by the members (Section 12224) of each class of each corporation which desires to merge. The approval by the members may be given before or after the approval by the board. (b) Any member of any constituent corporation who v
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Corporations Code - CORP - CORP § 12534
Corporations Code - CORP - CORP § 12534
Each constituent corporation shall sign the agreement by the chairperson of its board, president or a vice president and secretary or an assistant secretary acting on behalf of their respective corporations.
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Corporations Code - CORP - CORP § 12535
Corporations Code - CORP - CORP § 12535
After approval of a merger by the board and any approval by the members under Section 12533, the surviving corporation shall file a copy of the agreement of merger with an officers’ certificate of each constituent corporation attached stating the total number of memberships of ea
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Corporations Code - CORP - CORP § 12536
Corporations Code - CORP - CORP § 12536
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of the principal terms of the agreement, by the members, as required by Section 12533 of any constituent corporation in the same manner as the origin
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Corporations Code - CORP - CORP § 12537
Corporations Code - CORP - CORP § 12537
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further approval by the members at any time before the merger is effective.
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Corporations Code - CORP - CORP § 12538
Corporations Code - CORP - CORP § 12538
A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original and, except as against the state, is conclusive evidence of the performance of all conditions precedent to the merger, th
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Corporations Code - CORP - CORP § 12539
Corporations Code - CORP - CORP § 12539
(a) Subject to the provisions of Section 12530, the merger of any number of corporations with any number of foreign corporations, foreign business corporations, or domestic corporations may be effected if the foreign corporations are authorized by the laws under which they are fo
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Corporations Code - CORP - CORP § 12540
Corporations Code - CORP - CORP § 12540
If an agreement of merger is entered into between a cooperative corporation and one or more business or nonprofit corporations, Sections 12531, 12532, 12533, 12535, and 12536 shall apply to any constituent cooperative corporation. Sections 8011, 8011.5, 8012, and 8015 shall apply