Code Section Group

Corporations Code - CORP

TITLE 1. CORPORATIONS [100 - 14631]

  ( Title 1 enacted by Stats. 1947, Ch. 1038. )

DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841]

  ( Heading of Division 2 amended by Stats. 1978, Ch. 567. )

PART 5. TRANSITION PROVISIONS [9910 - 9928]
  ( Part 5 added by Stats. 1978, Ch. 567. )

9910.
  

As used in Sections 9910 to 9927 of this part:

(a) “New public benefit, mutual benefit and religious corporation law” means Part 1 (commencing with Section 5002), Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing with Section 9110) and Part 5 (commencing with Section 9910), of Division 2 of Title 1 of the Corporations Code enacted by the California Legislature during the 1977–1978 Regular Session and, except as required by Section 9912, operative January 1, 1980.

(b) “New public benefit corporation law” means Part 2 of the new public benefit, mutual benefit and religious corporation law.

(c) “New mutual benefit corporation law” means Part 3 of the new public benefit, mutual benefit, and religious corporation law.

(d) “New religious corporation law” means Part 4 of the new public benefit, mutual benefit and religious corporation law.

(e) “Prior nonprofit law” means Part 1, Division 2 (commencing with Section 9000) of Title 1 of the Corporations Code in effect on December 31, 1979.

(f) “Subject corporation” means any corporation described in paragraphs (3) through (5), inclusive, of subdivision (a) of Section 5003 and subject to the prior nonprofit law.

(Added by Stats. 1978, Ch. 567.)

9911.
  

(a) The new public benefit corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 2 of this division or which are expressly governed by Part 2 pursuant to a particular provision of this division, Division 3 (commencing with Section 12000) or other specific statutory provision.

(b) The new mutual benefit corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 3 of this division or which are expressly governed by Part 3 pursuant to a particular provision of this division or Division 3 (commencing with Section 12000) or other specific statutory provision.

(c) The new religious corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 4 of this division or which are expressly governed by Part 4 pursuant to a particular provision of this division, Division 3 (commencing with Section 12000) or other specific statutory provision.

(d) Notwithstanding subdivisions (a) through (c), if articles of incorporation intended to and in fact meeting the requirements of the prior nonprofit law have been initially received by the Secretary of State prior to January 1, 1980, and the matter is still pending on that date, then the entity may be incorporated pursuant to the prior nonprofit law if its articles are filed prior to May 1, 1980.

(e) Except as otherwise expressly provided in this part, (i) the new public benefit corporation law applies to all subject corporations referred to in Section 5060 and to all actions taken by the directors, officers or members of such corporation on or after January 1, 1980; (ii) the new mutual benefit corporation law applies to all subject corporations referred to in Section 5059 and to all actions taken by the directors, officers or members of such corporations on or after January 1, 1980; and (iii) the new religious corporation law applies to all subject corporations referred to in Section 5061 and to all actions taken by the directors, officers or members of such corporations on or after January 1, 1980.

(f) Except as otherwise expressly provided in this part, all of the sections of the new public benefit, mutual benefit and religious corporation law governing acts, contracts or other transactions by a corporation or its directors, officers or members, apply only to acts, contracts, or transactions occurring on or after January 1, 1980; and the prior nonprofit law governs acts, contracts or transactions occurring before January 1, 1980.

(g) Except as otherwise expressly provided in this part, any vote or consent by the directors or members of a corporation prior to January 1, 1980, in accordance with the prior nonprofit law shall be effective in accordance with that law; and if any certificate or document is required to be filed in any public office of this state relating to such vote or consent, it may be filed on or after January 1, 1980, in accordance with the prior nonprofit law.

(Added by Stats. 1978, Ch. 567.)

9912.
  

(a) Each corporation which is subject (pursuant to the terms of the prior nonprofit law or some other specific statutory provision) to the prior nonprofit law shall, on and after January 1, 1980, be subject to the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law based on the following:

(1) Any corporation of a type designated by statute as being subject to the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law, shall be subject to such law.

(2) Any corporation organized primarily or exclusively for religious purposes shall be subject to the new religious corporation law.

(3) Any corporation which does not come within paragraphs 1 or 2 of this subdivision but which has received an exemption under Section 23701d of the Revenue and Taxation Code, shall be subject to the new public benefit corporation law.

(4) Any corporation which does not come within paragraphs 1, 2, or 3 of this subdivision and all of the assets of which are irrevocably dedicated to charitable or public purposes and which according to its articles or bylaws must upon dissolution distribute its assets to a person or persons carrying on a similar purpose or purposes shall be subject to the new public benefit corporation law.

(5) Any corporation which does not come within paragraphs 1, 2, 3 or 4 of this subdivision and which permits distribution of assets to its members upon dissolution shall be subject to the new mutual benefit corporation law.

(6) Any corporation not otherwise described in this subdivision shall be subject to the new mutual benefit corporation law.

(b) Prior to January 1, 1980, the Secretary of State’s office shall send a nonbinding, advisory notice to each corporation covered by subdivision (a) indicating the type of corporation it is, based on the rules set forth in subdivision (a) of this section.

(c) Notwithstanding subdivision (a), assets held by a mutual benefit corporation in charitable trust shall be administered in compliance with the provisions of the trust and in accordance with any standards applicable pursuant to Section 7238.

(d) A corporation may petition the superior court of the proper county to determine its status as a public benefit, mutual benefit or religious corporation in accordance with subdivision (a). Notice of the proceeding shall be given as the court may direct. Any member may intervene. Notice of the proceeding shall be served on the Attorney General who may intervene. A certified copy of any final judgment in any such proceeding shall be filed with the Secretary of State.

(e) The Secretary of State may, in carrying out any obligation arising under this article, require any information necessary on existing corporations from the Franchise Tax Board or other state agency.

(Amended by Stats. 1979, Ch. 724.)

9913.
  

(a) The provisions of Sections 5130, 5131 and 5132 of the new Public Benefit Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations designated as public benefit corporations unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part.

(b) The provisions of Sections 7130, 7131, and 7132 of the new Mutual Benefit Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations governed by the Mutual Benefit Corporation Law unless and until an amendment of the articles of incorporation is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part.

(c) The provisions of Sections 9130, 9131, and 9132 of the new Religious Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations governed by the Religious Corporation Law unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part.

(d) The amendment described in subdivision (a) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the public benefit corporation to Section 5130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 5151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made.

(e) The amendment described in subdivision (b) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the mutual benefit corporation to subdivisions (a) and (b) of Section 7130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 7151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made.

(f) The amendment described in subdivision (c) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the religious corporation to Section 9130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 9151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made.

(g) The amendment shall not contain the initial street address or initial mailing address of the corporation or name the corporation’s initial agent for service of process if a statement required by Section 6210, 8210, or 6210 (made applicable by Section 9660), as the case may be, has been filed.

(Amended by Stats. 2012, Ch. 494, Sec. 26. Effective January 1, 2013.)

9914.
  

Section 5140 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, and Section 7140 of the new mutual benefit corporation law applies to subject corporations governed by the mutual benefit corporation law and Section 9140 of the new religious corporation law applies to subject corporations governed by the religious corporation law; but any statement in the articles of such corporations prior to an amendment thereof pursuant to Section 9913, relating to the powers of the corporation shall not be construed as a limitation unless it is expressly stated as such.

(Added by Stats. 1978, Ch. 567.)

9915.
  

(a) Subdivision (a) of Section 5151 of the new public benefit corporation law does not apply to subject corporations governed by the public benefit corporation law, subdivision (a) of Section 7151 of the new mutual benefit corporation law does not apply to subject corporations governed by the mutual benefit corporation law, and subdivision (a) of Section 9151 of the new religious corporation law does not apply to subject corporations governed by the religious corporation law, but those corporations shall continue to be governed by the prior nonprofit law unless and until an amendment of the articles is filed pursuant to Section 9913. If an amendment makes any change in the number of directors or the maximum or minimum number of directors or makes change from a fixed to a variable board or vice versa, it shall also be approved by the members (Section 5034).

(b) Notwithstanding subdivision (a), the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law, as appropriate, rather than the provisions of the prior nonprofit law apply with the respect to determining the limits on the number of directors.

(Amended by Stats. 1988, Ch. 919, Sec. 12.)

9916.
  

Subdivision (a) of Section 5213 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, subdivision (a) of Section 7213 of the new mutual benefit corporation law apply to subject corporations governed by the mutual benefit corporation law, and subdivision (a) of Section 9213 of the new religious corporation law applies to subject corporations governed by the religious corporation law; but the “treasurer” of those corporations shall be deemed to be the “chief financial officer,” unless otherwise provided in the articles or bylaws.

(Amended by Stats. 2009, Ch. 631, Sec. 36. Effective January 1, 2010.)

9916.5.
  

Subdivisions (a) and (d) of Section 5220 apply to subject corporations governed by the nonprofit public benefit corporation law and subdivisions (a) and (d) of Section 7220 apply to subject corporations governed by the nonprofit mutual benefit corporation law, provided that:

(a) If a director on January 1, 1980, is serving a term in excess of three years in duration, the director may continue to serve until December 31, 1982, or until the expiration of the term whichever is earlier.

(b) If, on January 1, 1980, more than one-third of the directors of a corporation hold office by virtue of designation or selection, they may continue to do so until December 31, 1982.

(Amended by Stats. 1984, Ch. 144, Sec. 23.)

9917.
  

Section 5238 governs any proposed indemnification by a public benefit corporation, Section 7237 governs any proposed indemnification by a mutual benefit corporation, and Section 9246 governs any proposed indemnification by a religious corporation, after January 1, 1980, whether the events upon which the indemnification is based occurred before or after January 1, 1980. Any statement relating to indemnification contained in the articles or bylaws of a subject corporation shall not be construed as limiting the indemnification permitted by Section 5238, Section 7237, or Section 9246 unless it is expressly stated as so intended.

(Amended by Stats. 1980, Ch. 1155.)

9918.
  

Section 7313 of the new mutual benefit corporation law relating to membership certificates applies to the membership certificates of a subject corporation if the certificates are issued on or after January 1, 1980, and the prior nonprofit law shall continue to govern certificates representing memberships issued prior to January 1, 1980, unless and until an amendment of the articles is filed pursuant to Section 9913.

(Added by Stats. 1978, Ch. 567.)

9920.
  

(a) The provisions of Chapter 5 (commencing with Section 5510) and Chapter 6 (commencing with Section 5610) of the new Public Benefit Corporation Law apply to any meeting of members of a public benefit corporation, the provisions of Chapter 5 (commencing with Section 7510) and Chapter 6 (commencing with Section 7610) of the new Mutual Benefit Corporation Law apply to any meeting of members of a mutual benefit corporation, and the provisions of Chapter 4 (commencing with Section 9410) of the new Religious Corporation Law apply to any meeting of members of a religious corporation, held on or after January 1, 1980, and to any action by such members pursuant to a written ballot, which becomes effective on or after January 1, 1980, and to any vote cast at such a meeting or ballot, given for such action (whether or not a proxy or ballot was executed by the member prior to January 1, 1980).

(b) Notwithstanding subdivision (a):

(1) The prior nonprofit law shall apply to any such meeting of members and to any vote cast at such a meeting if such meeting was initially called for a date prior to January 1, 1980, and notice thereof was given to members entitled to vote thereat; and

(2) Where a proxy would be valid under the prior nonprofit law but would not be valid for a public benefit corporation under the new Public Benefit Corporation Law, for a mutual benefit corporation under the new Mutual Benefit Corporation Law, or for a religious corporation under the new Religious Corporation Law, and where the proxy by its terms expires during or after 1980, such proxy may be voted at meetings of members during 1980 (prior to its expiration date) but not thereafter.

(3) Action taken by the board or the members after December 31, 1979, and before January 1, 1982, shall be valid if such action was taken in compliance with the prior nonprofit law and the articles and bylaws as they then existed, subject to the rights of any person who acted in detrimental reliance upon the invalidity of such action prior to Janaury 1, 1982. This subdivision does not validate any provision in the articles or bylaws after December 31, 1981, which does not comply with the then existing provisions of the new public benefit, mutual benefit, or religious corporation law, as the case may be.

(Amended by Stats. 1981, Ch. 587, Sec. 61.)

9921.
  

Section 5710 of the new public benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a public benefit corporation, and Section 7710 of the new mutual benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a mutual benefit corporation. The prior nonprofit law governs actions commenced prior to but still pending on January 1, 1980.

(Added by Stats. 1978, Ch. 567.)

9922.
  

Chapters 9 (commencing with Section 5910) and 10 (commencing with Section 6010) of the new public benefit corporation law apply to transactions consummated on or after January 1, 1980, by a public benefit corporation or, subject to Sections 9630 and 9640, by a religious corporation, and Chapters 9 (commencing with Section 7910) and 10 (commencing with Section 8010) of the new mutual benefit corporation law apply to transactions consummated on or after January 1, 1980, by a mutual benefit corporation, unless the approval required by the prior nonprofit law has been given prior to January 1, 1980, or has been given on or after January 1, 1980, but at a meeting of members initially called for a date prior to January 1, 1980, in which case the transaction shall be governed by the prior nonprofit law.

(Added by Stats. 1978, Ch. 567.)

9923.
  

Chapters 15 (commencing with Section 6510) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to acts for involuntary dissolution of a public benefit corporation commenced on or after January 1, 1980, and Chapters 15 (commencing with Section 8510) and 17 (commencing with Section 8710) of the new mutual benefit corporation law apply to acts for involuntary dissolution of a mutual benefit corporation commenced on or after January 1, 1980; but the prior nonprofit law governs any such actions commenced prior to but still pending on January 1, 1980.

(Added by Stats. 1978, Ch. 567.)

9924.
  

Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to any voluntary dissolution proceeding initiated with respect to a public benefit corporation or, subject to Section 9680, with respect to a religious corporation, by the filing on or after January 1, 1980, of an election to wind up and dissolve, and Chapters 16 (commencing with Section 8610) and 17 (commencing with Section 8710) of the new mutual benefit corporation law apply to any voluntary dissolution proceeding initiated with respect to a mutual benefit corporation by the filing on or after January 1, 1980, of an election to wind up and dissolve; but the prior nonprofit law governs any such proceeding so initiated prior to January 1, 1980.

(Added by Stats. 1978, Ch. 567.)

9925.
  

When any corporate agent for service of process has been designated prior to January 1, 1980, and such designation of agent included a name of a city, town or village wherein the corporate agent maintained an office, service on such agent may be effected at any office of the agent set forth in the certificate of the corporate agent filed pursuant to Section 6213 of the new public benefit corporation law (applicable to public benefit corporations and, subject to Section 9660, to religious corporations), Section 8213 of the new mutual benefit corporation law, Section 1505 of the Corporations Code, or filed pursuant to Section 3301.5, 3301.6, 6403.5, or 6403.6 of the Corporations Code as in effect prior to January 1, 1977.

(Added by Stats. 1978, Ch. 567.)

9926.
  

Any subject corporation that existed on the first day of January, 1873, and was formed under the laws of this state, which corporation has not already elected to continue its existence under the prior nonprofit law, may at any time elect to continue its existence under the provisions of this code applicable thereto by the unanimous vote of all its directors, or such election may be made at any annual meeting of the members, or at any meeting called by the directors especially for considering the subject, if voted by members representing a majority of the voting power, or may be made by the directors upon the written consent of that number of the members.

A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous votes or upon the written consent of the members, or a certificate of the proceedings of the meeting of the members when the election is made at any such meeting, signed by the chairman and secretary of the meeting and a majority of the directors, shall be filed in the office of the Secretary of State, and thereafter the corporation continues its existence under the provisions of this code which are applicable thereto, and possesses all the rights, and powers, and is subject to all the obligations, restrictions, and limitations prescribed thereby.

(Added by Stats. 1978, Ch. 567.)

9927.
  

If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to January 1, 1980, pursuant to the prior nonprofit law as a result of its incorporation of Sections 5700 through 5908 of the prior law (Section 2300), such sections and provisions continue to apply to such a corporation until restoration by the Controller pursuant to such sections.

(Added by Stats. 1978, Ch. 567.)

9928.
  

(a) A corporation which was organized prior to January 1, 1971, under any statutory provisions other than the General Corporation Law as then in effect (Division 1 (commencing with Section 100) of Title 1 of the Corporations Code or predecessor statutory provisions), has never filed a statement pursuant to Section 6210 or 8210, has never filed a statement pursuant to former Section 3301 and is not under suspension by the Franchise Tax Board, shall be subject to suspension by the Secretary of State pursuant to this section.

(b) Prior to taking action to suspend, the Secretary of State shall, in accordance with Section 6061 of the Government Code, publish a notice one time in a newspaper of general circulation published in the county in which the articles require the principal office of the corporation to be located. The notice shall identify the corporation by name and corporate number and shall state that the corporation shall be subject to suspension without further notice if a statement pursuant to Section 6210 or 8210 is not filed within 60 days after the date of publication of the notice.

(c) Not less than 61 days and not more than 180 days after the date of the publication, the Secretary of State may act to suspend the corporation in accordance with subdivisions (a) and (b).

(d) The Secretary of State shall notify the Franchise Tax Board of the suspension and thereupon, except for the purpose of amending the articles to set forth a new name, the corporate powers, rights, and privileges of the corporation are suspended.

(e) A statement pursuant to Section 6210 or 8210 may be filed notwithstanding suspension of the corporate powers, rights and privileges pursuant to this section or Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code. Upon the filing of a statement pursuant to Section 6210 or 8210 by a corporation which has suffered suspension pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the corporation may thereupon, in accordance with Section 23305a of the Revenue and Taxation Code, be relieved from suspension unless the corporation is held in suspension by the Franchise Tax Board by reason of Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code.

(Added by Stats. 1989, Ch. 440, Sec. 1.)

CORPCorporations Code - CORP