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Corporations Code - CORP - CORP § 5033
Corporations Code - CORP - CORP § 5033
“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
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Corporations Code - CORP - CORP § 5034
Corporations Code - CORP - CORP § 5034
“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
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Corporations Code - CORP - CORP § 5035
Corporations Code - CORP - CORP § 5035
“Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.
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Corporations Code - CORP - CORP § 5036
Corporations Code - CORP - CORP § 5036
(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
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Corporations Code - CORP - CORP § 5037
Corporations Code - CORP - CORP § 5037
“Bylaws” includes amendments thereto and amended bylaws.
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Corporations Code - CORP - CORP § 5038
Corporations Code - CORP - CORP § 5038
“Board” means the board of directors of the corporation.
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Corporations Code - CORP - CORP § 5039
Corporations Code - CORP - CORP § 5039
“Business corporation” means a corporation as defined in Section 162 of the General Corporation Law.
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Corporations Code - CORP - CORP § 5039.5
Corporations Code - CORP - CORP § 5039.5
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.
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Corporations Code - CORP - CORP § 504
Corporations Code - CORP - CORP § 504
(a) The provisions of Section 500 do not apply to a dividend declared by either of the following: (1) A regulated investment company, as defined in the federal Internal Revenue Code, as amended, to the extent that the dividend is necessary to maintain the status of the corporatio
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Corporations Code - CORP - CORP § 5040
Corporations Code - CORP - CORP § 5040
“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.
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Corporations Code - CORP - CORP § 5041
Corporations Code - CORP - CORP § 5041
“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
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Corporations Code - CORP - CORP § 5043
Corporations Code - CORP - CORP § 5043
“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.
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Corporations Code - CORP - CORP § 5044
Corporations Code - CORP - CORP § 5044
“Constituent corporation” means a corporation which is merged with one or more other corporations and includes the surviving corporation.
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Corporations Code - CORP - CORP § 5045
Corporations Code - CORP - CORP § 5045
“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation.
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Corporations Code - CORP - CORP § 5046
Corporations Code - CORP - CORP § 5046
(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
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Corporations Code - CORP - CORP § 5047
Corporations Code - CORP - CORP § 5047
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
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Corporations Code - CORP - CORP § 5047.5
Corporations Code - CORP - CORP § 5047.5
(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
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Corporations Code - CORP - CORP § 5048
Corporations Code - CORP - CORP § 5048
“Disappearing corporation” means a constituent corporation which is not the surviving corporation.
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Corporations Code - CORP - CORP § 5049
Corporations Code - CORP - CORP § 5049
“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
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Corporations Code - CORP - CORP § 505
Corporations Code - CORP - CORP § 505
Nothing in this chapter prohibits additional restrictions upon the declaration of dividends or the purchase or redemption of a corporation’s own shares by provision in the articles or bylaws or in any indenture or other agreement entered into by the corporation.
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Corporations Code - CORP - CORP § 5050
Corporations Code - CORP - CORP § 5050
“Domestic corporation” means a corporation formed under the laws of this state.
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Corporations Code - CORP - CORP § 5051
Corporations Code - CORP - CORP § 5051
“Filed,” unless otherwise expressly provided, means filed in the office of the Secretary of State.
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Corporations Code - CORP - CORP § 5052
Corporations Code - CORP - CORP § 5052
“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.
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Corporations Code - CORP - CORP § 5053
Corporations Code - CORP - CORP § 5053
“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
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Corporations Code - CORP - CORP § 5054
Corporations Code - CORP - CORP § 5054
“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