Code Section Group

Corporations Code - CORP

TITLE 1. CORPORATIONS [100 - 14631]

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


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

  ( Part 10 added by Stats. 1978, Ch. 1305. )


As used in this part, “public agency” includes every port district, river port district, municipal port district, harbor district, harbor improvement district, joint harbor improvement district, Board of State Harbor Commissioners, board of harbor commissioners, city, county, and city and county in this state.

(Repealed and added by Stats. 1978, Ch. 1305.)


Every public agency owning or operating any port or marine terminal and every public agency organized for such purposes may associate itself with other public agencies, private corporations or individuals owning or operating, or organized for the purpose of owning or operating, ports or marine terminals located on the same harbor, bay, or other waterway or on communicating or related waterways, of this state and with other public agencies and with private corporations and individuals, or any of them, in the formation under the Nonprofit Mutual Benefit Corporation Law, Part 3 (commencing with Section 7110) of this division, and may become and remain a member of a nonprofit corporation organized under the Nonprofit Mutual Benefit Corporation Law for the purpose of, or the principal powers and purposes of which include carrying on a program of nonregulatory activities in the common interests of its members, including but not limited to any or all of the following activities: studies and research into traffic conditions, cargo volume, rate structures, cost factors, commercial transportation practices, and similar fields; the acquisition and dissemination of information relative to the said and similar subjects; the representation of the common interests of its members before federal, state, and local legislative and administrative authorities; and service as a facility for the cooperation of its members and the coordination of their activities toward the maintenance and improvement of the commercial welfare and competitive position of the ports and terminals owned or operated by its members, the maintenance of equitable and nondiscriminatory rate structures, and the elimination of inequitable, unfair, or discriminatory trade practices adversely affecting the interests of its members; and the undertaking or coordination of any other program of related activities or in related fields for the mutual benefit of its members as may be desired by the membership. Every such public agency may pay the dues and assessments required of its members by such nonprofit mutual benefit corporation out of any funds available to it for that purpose or for its support; may make contracts; may enter into agreements; may appoint an individual as its representative to such nonprofit mutual benefit corporation to exercise the voting power of such public agency and to act in its behalf with respect to such nonprofit mutual benefit corporation; and may do or perform all acts necessary and proper to carry out the purposes of this part; but no public agency shall become or remain a member of any such nonprofit mutual benefit corporation unless the articles of incorporation or the bylaws of the nonprofit mutual benefit corporation include at all times a provision limiting the liability of members to assessments to a specified or ascertainable amount.

(Repealed and added by Stats. 1978, Ch. 1305.)


For the purposes of this part, of the Nonprofit Mutual Benefit Corporation Law, and of the General Corporation Law of this state, every public agency and private corporation qualifying under this part shall be deemed to be a “person” and shall have the legal capacity to act as incorporator and as member of any nonprofit mutual benefit corporation formed under the provisions of this part.

(Repealed and added by Stats. 1978, Ch. 1305.)


If, when, and during such times as public agencies or individuals duly authorized to represent them and act in their behalf constitute a majority of the incorporators or of the directors and are entitled to exercise a majority of the voting power of a nonprofit mutual benefit corporation pursuant to this part:

(a) The Corporate Securities Law (Division 1 (commencing with Section 25000) of Title 4) shall not apply to memberships nor to membership certificates issued by the corporation; and

(b) The corporation shall be exempt from payment of any taxes under the Bank and Corporation Tax Law (Part 11 of Division 2 of the Revenue and Taxation Code), except as provided in Article 2 of Chapter 4 thereof.

(Repealed and added by Stats. 1978, Ch. 1305.)

CORPCorporations Code - CORP