SECTIONS 5140-5142 - California Statutes

CORPORATIONS CODE

SECTION 5140-5142

5140. Subject to any limitations contained in the articles or
bylaws and to compliance with other provisions of this division and
any other applicable laws, a corporation, in carrying out its
activities, shall have all of the powers of a natural person,
including, without limitation, the power to:
(a) Adopt, use, and at will alter a corporate seal, but failure to
affix a seal does not affect the validity of any instrument.
(b) Adopt, amend, and repeal bylaws.
(c) Qualify to conduct its activities in any other state,
territory, dependency or foreign country.
(d) Issue, purchase, redeem, receive, take or otherwise acquire,
own, sell, lend, exchange, transfer or otherwise dispose of, pledge,
use and otherwise deal in and with its own bonds, debentures, notes
and debt securities.
(e) Issue memberships.
(f) Pay pensions, and establish and carry out pension, deferred
compensation, saving, thrift and other retirement, incentive and
benefit plans, trusts and provisions for any or all of its directors,
officers, employees, and persons providing services to it or any of
its subsidiary or related or associated corporations, and to
indemnify and purchase and maintain insurance on behalf of any
fiduciary of such plans, trusts, or provisions.
(g) Levy dues, assessments, and admission fees.
(h) Make donations for the public welfare or for community funds,
hospital, charitable, educational, scientific, civic, religious or
similar purposes.
(i) Assume obligations, enter into contracts, including contracts
of guarantee or suretyship, incur liabilities, borrow or lend money
or otherwise use its credit, and secure any of its obligations,
contracts or liabilities by mortgage, pledge or other encumbrance of
all or any part of its property and income.
(j) Participate with others in any partnership, joint venture or
other association, transaction or arrangement of any kind whether or
not such participation involves sharing or delegation of control with
or to others.
(k) Act as trustee under any trust incidental to the principal
objects of the corporation, and receive, hold, administer, exchange,
and expend funds and property subject to such trust.
(l) Carry on a business at a profit and apply any profit that
results from the business activity to any activity in which it may
lawfully engage.
(m) Pay the reasonable value of services rendered in this state to
the corporation before January 1, 1975, and not previously paid, by
any person who performed such services on a full-time basis under the
direction of a religious organization in connection with the
religious tenets of the organization. Such person shall have relied
solely on the religious organization for his or her financial support
for a minimum of five years. A payment shall not be made if such
person or religious organization waives the payment or receipt of
compensation for such services in writing. Payment may be made to
such religious organization to reimburse it for maintenance of any
person who rendered such services and to assist it in providing
future support and maintenance; however, payment shall not be made
from any funds or assets acquired with funds donated by or traceable
to gifts made to the corporation by any person, organization or
governmental agency other than the members, immediate families of
members and affiliated religious organizations of the religious
organization under whose direction the services were performed.

5141. Subject to Section 5142:
(a) No limitation upon the activities, purposes, or powers of the
corporation or upon the powers of the members, officers, or
directors, or the manner of exercise of such powers, contained in or
implied by the articles or by Chapters 15 (commencing with Section
6510), 16 (commencing with Section 6610), and 17 (commencing with
Section 6710) shall be asserted as between the corporation or member,
officer or director and any third person, except in a proceeding:
(1) by a member or the state to enjoin the doing or continuation of
unauthorized activities by the corporation or its officers, or both,
in cases where third parties have not acquired rights thereby, (2) to
dissolve the corporation, or (3) by the corporation or by a member
suing in a representative suit against the officers or directors of
the corporation for violation of their authority.
(b) Any contract or conveyance made in the name of a corporation
which is authorized or ratified by the board or is done within the
scope of authority, actual or apparent, conferred by the board or
within the agency power of the officer executing it, except as the
board's authority is limited by law other than this part, binds the
corporation, and the corporation acquires rights thereunder whether
the contract is executed or wholly or in part executory.

5142. (a) Notwithstanding Section 5141, any of the following may
bring an action to enjoin, correct, obtain damages for or to
otherwise remedy a breach of a charitable trust:
(1) The corporation, or a member in the name of the corporation
pursuant to Section 5710.
(2) An officer of the corporation.
(3) A director of the corporation.
(4) A person with a reversionary, contractual, or property
interest in the assets subject to such charitable trust.
(5) The Attorney General, or any person granted relator status by
the Attorney General.
The Attorney General shall be given notice of any action brought
by the persons specified in paragraphs (1) through (4), and may
intervene.
(b) In an action under this section, the court may not rescind or
enjoin the performance of a contract unless:
(1) All of the parties to the contract are parties to the action;
(2) No party to the contract has, in good faith, and without
actual notice of the trust restriction, parted with value under the
contract or in reliance upon it; and
(3) It is equitable to do so.