SECTIONS 12500-12510 - California Statutes

CORPORATIONS CODE

SECTION 12500-12510

12500. (a) By complying with the provisions of this chapter, a
corporation may amend its articles from time to time, in any and as
many respects as may be desired, so long as its articles as amended
contain only such provisions as it would be lawful to insert in
original articles filed at the time of the filing of the amendment or
as authorized by Section 12504 and, if a change in the rights of
members or an exchange, reclassification or cancellation of
memberships is to be made, such provisions as may be necessary to
effect such change, exchange, reclassification or cancellation. It is
the intent of the Legislature in adopting this section to exercise
to the fullest extent the reserve power of the state over
corporations and to authorize any amendment of the articles covered
by the preceding sentence regardless of whether any provision
contained in the amendment was permissible at the time of the
original incorporation of the corporation.
(b) A corporation shall not amend its articles to alter any
statement which may appear in the original articles of the names and
addresses of the first directors, or the name and address of the
initial agent, except to correct an error in the statement or to
delete either after the corporation has filed a statement under
Section 12570.

12501. Any amendment of the articles may be adopted by a writing
signed by a majority of the incorporators so long as:
(a) No directors were named in the original articles;
(b) No directors have been elected; and
(c) The corporation has no members.

12502. (a) Except as provided in this section or Section 12503,
amendments may be adopted if approved by the board and approved by
the members before or after the approval by the board.
(b) Notwithstanding subdivision (a), the following amendments may
be adopted by approval of the board alone:
(1) An amendment extending the corporate existence or making the
corporate existence perpetual, if the corporation was organized prior
to August 14, 1929.
(2) An amendment deleting the names and addresses of the first
directors or the name and address of the initial agent.
(3) Any amendment, at a time the corporation has no members.
(c) Whenever the articles require for corporate action the
approval of a particular class of members or of a larger proportion
of, or all of, the votes of any class, or of a larger proportion of,
or all of, the directors, than is otherwise required by this part,
the provision in the articles requiring such greater vote shall not
be altered, amended or repealed except by such class or such greater
vote, unless otherwise provided in the articles.

12503. An amendment must also be approved by the members (Section
12224) of a class, whether or not such class is entitled to vote
thereon by the provisions of the articles, if the amendment would:
(a) Materially and adversely affect the rights, privileges,
preferences, restrictions or conditions of that class as to voting,
dissolution, redemption or transfer, or the obligations of that
class, in a manner different than such action affects another class;
(b) Materially and adversely affect such class as to voting,
dissolution, redemption or transfer by changing the rights,
privileges, preferences, restrictions or conditions of another class;
(c) Increase the number of memberships authorized for such class;
(d) Increase the number of memberships authorized for another
class;
(e) Effect an exchange, reclassification or cancellation of all or
part of the memberships of such class; or
(f) Authorize a new class of memberships.

12504. (a) A corporation may amend its articles to change its
status to that of a nonprofit public benefit corporation, a nonprofit
mutual benefit corporation, a nonprofit religious corporation, or a
business corporation by complying with this section and the other
sections of this chapter.
(b) Except as authorized by Section 12501 or unless the
corporation has no members, an amendment to change its status to a
nonprofit public benefit corporation or a nonprofit religious
corporation shall: (1) be approved by the members (Section 12224),
and the fairness of the amendment to the members shall be approved by
the Commissioner of Corporations pursuant to Section 25142; or (2)
be approved by the members (Section 12224) in an election conducted
by written ballot pursuant to Section 12463 in which no negative
votes are cast; or (3) be approved by 100 percent of the voting
power.
(c) Amended articles authorized by this section shall include the
provisions which would have been required (other than the name of the
initial agent for service of process if a statement has been filed
pursuant to Section 12570), and may in addition only include those
provisions which would have been permitted, in original articles
filed by the type of corporation (nonprofit public benefit, nonprofit
mutual benefit, nonprofit religious, or business) into which the
corporation is changing its status.
(d) At the time of filing a certificate of amendment to change
status to a nonprofit public benefit corporation, a corporation shall
furnish an additional copy of the certificate of amendment to the
Secretary of State who shall forward that copy to the Attorney
General.

12505. (a) Upon adoption of an amendment, the corporation shall
file a certificate of amendment, which shall consist of an officers'
certificate stating:
(1) The wording of the amendment or amended articles is in
accordance with Section 12507;
(2) That the amendment has been approved by the board;
(3) If the amendment is one for which the approval of the members
(Section 12224) or the approval of 100 percent of the voting power is
required, that the amendment was approved by the required vote of
members; and
(4) If the amendment is one which may be adopted with approval by
the board alone, a statement of the facts entitling the board alone
to adopt the amendment.
(b) In the event of an amendment of the articles pursuant to a
merger, the filing of the officers' certificate and agreement
pursuant to Section 12535 shall be in lieu of any filing required
under this chapter.

12506. In the case of amendments adopted by the incorporators under
Section 12501, the corporation shall file a certificate of amendment
signed and verified by a majority of the incorporators which shall
state that the signers thereof constitute at least a majority of the
incorporators, that directors were not named in the original articles
and have not been elected, that the corporation has no members and
that they adopt the amendment or amendments therein set forth.

12507. The certificate of amendment shall establish the wording of
the amendment or amended articles by one or more of the following
means:
(a) By stating that the articles shall be amended to read as
therein set forth in full.
(b) By stating that any provision of the articles, which shall be
identified by the numerical or other designation given it in the
articles or by stating the wording thereof, shall be striken from the
articles or shall be amended to read as set forth in the
certificate.
(c) By stating that the provisions set forth therein shall be
added to the articles.
If the purpose of the amendment is to reclassify, cancel,
exchange, or otherwise change outstanding memberships the amended
articles shall state the effect thereof on outstanding memberships.

12508. Upon the filing of the certificate of amendment, the
articles shall be amended in accordance with the certificate and any
change, reclassification or cancellation of memberships shall be
effected, and a copy of the certificate, certified by the Secretary
of State, is prima facie evidence of the performance of the
conditions necessary to the adoption of the amendment.

12509. A corporation formed for a limited period may at any time
subject to the expiration of the term of its corporate existence,
extend the term of its existence by an amendment to its articles
removing any provision limiting the term of its existence and
providing for perpetual existence. If the filing of the certificate
of amendment providing for perpetual existence would be prohibited if
it were original articles by the provisions of Section 12302, the
Secretary of State shall not file such certificate unless, by the
same or a concurrently filed certificate of amendment, the articles
of such corporation are amended to adopt a new available name. For
the purpose of the adoption of any such amendment, persons who have
been functioning as directors of such corporation shall be considered
to have been validly elected even though their election may have
occurred after the expiration of the original term of the corporate
existence.

12510. (a) A corporation may restate in a single certificate the
entire text of its articles as amended by filing an officers'
certificate entitled "Restated Articles of Incorporation of (insert
name of corporation)" which shall set forth the articles as amended
to the date of filing of the certificate, except that the signatures
and acknowledgments of the incorporators and any statements regarding
the effect of any prior amendment upon memberships and any
provisions of agreements of merger (other than amendments to the
articles of the surviving corporation) and the names, addresses,
signatures and acknowledgments of the first directors and of the
initial agent for service of process shall be omitted. Such omissions
are not alterations or amendments of the articles. The certificate
may also itself alter or amend the articles in any respect, in which
case the certificate must comply with Sections 12505 and 12506, as
the case may be, and Section 12507.
(b) If the certificate does not itself alter or amend the articles
in any respect, it shall be approved by the board and shall be
subject to the provisions of this chapter relating to an amendment of
the articles not requiring approval of the members (Section 12224).
If the certificate does itself alter or amend the articles, it shall
be subject to the provisions of this chapter relating to the
amendment or amendments so made.
(c) Restated articles of incorporation filed pursuant to this
section shall supersede for all purposes the original articles and
all amendments filed prior thereto.