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Corporations Code - CORP - CORP § 9242
Corporations Code - CORP - CORP § 9242
(a) Section 9241 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This section shall not be construed to limit the provisions of Section 9241.
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Corporations Code - CORP - CORP § 9243
Corporations Code - CORP - CORP § 9243
(a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest and which does not meet the requirements of p
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Corporations Code - CORP - CORP § 9244
Corporations Code - CORP - CORP § 9244
(a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its directors are directors is either void or voidable because such director or directors are present at the meeting of the board or a c
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Corporations Code - CORP - CORP § 9245
Corporations Code - CORP - CORP § 9245
(a) Subject to the provisions of Section 9241, directors of a corporation who approve any of the following corporate actions shall be jointly and severally liable to the corporation for: (1) The making of any distribution. (2) The distribution of assets after institution of disso
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Corporations Code - CORP - CORP § 9246
Corporations Code - CORP - CORP § 9246
(a) For the purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporati
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Corporations Code - CORP - CORP § 9247
Corporations Code - CORP - CORP § 9247
(a) There shall be no personal liability for monetary damages to a third party on the part of a volunteer director or volunteer executive officer of a nonprofit corporation subject to this part, caused by the director’s or officer’s negligent act or omission in the performance of
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Corporations Code - CORP - CORP § 9250
Corporations Code - CORP - CORP § 9250
(a) In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing a corporation’s investments, the board shall meet the standards set forth in Section 9241. (b) Compliance with the Uniform Prudent Management of Institutional Funds Act (Part 7 (commencing wit
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Corporations Code - CORP - CORP § 9251
Corporations Code - CORP - CORP § 9251
Nothing in Section 9250 shall abrogate or restrict the power of a court in proper cases to direct or permit a corporation to deviate from the terms of a trust or agreement regarding the making or retention of investments.
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Corporations Code - CORP - CORP § 9260
Corporations Code - CORP - CORP § 9260
Notwithstanding any other law, every corporation, during any period or periods that corporation is deemed to be a “private foundation” as defined in Section 509 of the Internal Revenue Code of 1986, shall be subject to the requirements of Section 5260.
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Corporations Code - CORP - CORP § 9310
Corporations Code - CORP - CORP § 9310
(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.
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Corporations Code - CORP - CORP § 9311
Corporations Code - CORP - CORP § 9311
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.
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Corporations Code - CORP - CORP § 9312
Corporations Code - CORP - CORP § 9312
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
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Corporations Code - CORP - CORP § 9313
Corporations Code - CORP - CORP § 9313
Except as provided in its articles or bylaws, a corporation may admit any person to membership.
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Corporations Code - CORP - CORP § 9320
Corporations Code - CORP - CORP § 9320
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.
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Corporations Code - CORP - CORP § 9330
Corporations Code - CORP - CORP § 9330
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 § 9331
Corporations Code - CORP - CORP § 9331
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 § 9332
Corporations Code - CORP - CORP § 9332
(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 § 9340
Corporations Code - CORP - CORP § 9340
(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
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Corporations Code - CORP - CORP § 9350
Corporations Code - CORP - CORP § 9350
(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 § 9351
Corporations Code - CORP - CORP § 9351
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
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Corporations Code - CORP - CORP § 9352
Corporations Code - CORP - CORP § 9352
(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
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Corporations Code - CORP - CORP § 9353
Corporations Code - CORP - CORP § 9353
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 § 9410
Corporations Code - CORP - CORP § 9410
(a) In the absence of a contrary provision in the articles or bylaws, the provisions of this chapter shall apply to any regular or special meeting of members or obtaining approval of members (Section 5034) or approval of a majority of members (Section 5033). The articles or bylaw
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Corporations Code - CORP - CORP § 9411
Corporations Code - CORP - CORP § 9411
(a) Subject to the provisions of this chapter, regular and special meetings of members shall be called, noticed, and held as may be ordered by the board. Notwithstanding the foregoing, the notice of a members’ meeting or any report may be sent by electronic communication or other
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Corporations Code - CORP - CORP § 9412
Corporations Code - CORP - CORP § 9412
(a) One-third of the voting power, represented in person, by written ballot, or by proxy, shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting o