California Corporations Code 7310 – (a) A corporation may admit persons to membership, as provided …
(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.
(b) In the case of a corporation which has no members:
Terms Used In California Corporations Code 7310
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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 governing body of the corporation. See California Corporations Code 5047
(1) Any action for which there is no specific provision of this part applicable to a corporation which has no members and which would otherwise require approval by a majority of all members (Section 5033) or approval by the members (Section 5034) shall require only approval of the board, any provision of this part or the articles or bylaws to the contrary notwithstanding.
(2) All rights which would otherwise vest in the members to share in a distribution upon dissolution shall vest in the directors.
(c) Reference in this part to a corporation which has no members includes a corporation in which the directors are the only members.
(Amended by Stats. 1984, Ch. 812, Sec. 6.5.)