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Corporations Code - CORP - CORP § 7312
Corporations Code - CORP - CORP § 7312
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
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Corporations Code - CORP - CORP § 7313
Corporations Code - CORP - CORP § 7313
(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
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Corporations Code - CORP - CORP § 7314
Corporations Code - CORP - CORP § 7314
(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
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Corporations Code - CORP - CORP § 7315
Corporations Code - CORP - CORP § 7315
(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.
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Corporations Code - CORP - CORP § 7320
Corporations Code - CORP - CORP § 7320
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
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Corporations Code - CORP - CORP § 7330
Corporations Code - CORP - CORP § 7330
A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
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Corporations Code - CORP - CORP § 7331
Corporations Code - CORP - CORP § 7331
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
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Corporations Code - CORP - CORP § 7332
Corporations Code - CORP - CORP § 7332
(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
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Corporations Code - CORP - CORP § 7333
Corporations Code - CORP - CORP § 7333
(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
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Corporations Code - CORP - CORP § 7340
Corporations Code - CORP - CORP § 7340
(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
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Corporations Code - CORP - CORP § 7341
Corporations Code - CORP - CORP § 7341
(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
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Corporations Code - CORP - CORP § 7350
Corporations Code - CORP - CORP § 7350
(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
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Corporations Code - CORP - CORP § 7351
Corporations Code - CORP - CORP § 7351
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
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Corporations Code - CORP - CORP § 7352
Corporations Code - CORP - CORP § 7352
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
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Corporations Code - CORP - CORP § 7353
Corporations Code - CORP - CORP § 7353
(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
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Corporations Code - CORP - CORP § 7354
Corporations Code - CORP - CORP § 7354
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
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Corporations Code - CORP - CORP § 7410
Corporations Code - CORP - CORP § 7410
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).
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Corporations Code - CORP - CORP § 7411
Corporations Code - CORP - CORP § 7411
(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
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Corporations Code - CORP - CORP § 7412
Corporations Code - CORP - CORP § 7412
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
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Corporations Code - CORP - CORP § 7413
Corporations Code - CORP - CORP § 7413
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
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Corporations Code - CORP - CORP § 7414
Corporations Code - CORP - CORP § 7414
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.
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Corporations Code - CORP - CORP § 7420
Corporations Code - CORP - CORP § 7420
(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
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Corporations Code - CORP - CORP § 7510
Corporations Code - CORP - CORP § 7510
(a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with the bylaws. If no other place is stated or so fixed, meetings of members shall be held at the principal office of the corporation. Subject to any limitation
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Corporations Code - CORP - CORP § 7511
Corporations Code - CORP - CORP § 7511
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vo
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Corporations Code - CORP - CORP § 7512
Corporations Code - CORP - CORP § 7512
(a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions (b) and (c), a bylaw may set a different quorum. Any bylaw amendment to increase the quorum may be adopted only by approval of the