SECTIONS 5150-5153 - California Statutes

CORPORATIONS CODE

SECTION 5150-5153

5150. (a) Except as provided in subdivision (c), and Sections 5151,
5220, 5224, 5512, 5613, and 5616, bylaws may be adopted, amended or
repealed by the board unless the action would materially and
adversely affect the rights of members as to voting or transfer.
(b) Bylaws may be adopted, amended or repealed by approval of
members (Section 5034); provided, however, that such adoption,
amendment or repeal also requires approval by the members of a class
if that action would materially and adversely affect the rights of
that class as to voting or transfer in a manner different than that
action affects another class.
(c) The articles or bylaws may restrict or eliminate the power of
the board to adopt, amend or repeal any or all bylaws, subject to
subdivision (e) of Section 5151.
(d) Bylaws may also provide that repeal or amendment of those
bylaws, or the repeal or amendment of specified portions of those
bylaws, may occur only with the approval in writing of a specified
person or persons other than the board or members. However, this
approval requirement, unless the bylaws specify otherwise, shall not
apply if any of the following circumstances exist:
(1) The specified person or persons have died or ceased to exist.
(2) If the right of the specified person or persons to approve is
in the capacity of an officer, trustee, or other status and the
office, trust, or status has ceased to exist.
(3) If the corporation has a specific proposal for amendment or
repeal, and the corporation has provided written notice of that
proposal, including a copy of the proposal, to the specified person
or persons at the most recent address for each of them, based on the
corporation's records, and the corporation has not received written
approval or nonapproval within the period specified in the notice,
which shall not be less than 10 nor more than 30 days commencing at
least 20 days after the notice has been provided.

5151. (a) The bylaws shall set forth (unless that provision is
contained in the articles, in which case it may only be changed by an
amendment of the articles) the number of directors of the
corporation, or the method of determining the number of directors of
the corporation, or that the number of directors shall be not less
than a stated minimum nor more than a stated maximum with the exact
number of directors to be fixed, within the limits specified, by
approval of the board or the members (Section 5034), in the manner
provided in the bylaws, subject to subdivision (e). The number or
minimum number of directors may be one or more.
(b) Once members have been admitted, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number
or changing from a fixed to a variable board or vice versa may only
be adopted by approval of the members (Section 5034).
(c) The bylaws may contain any provision, not in conflict with law
or the articles, for the management of the activities and for the
conduct of the affairs of the corporation, including but not limited
to:
(1) Any provision referred to in subdivision (c) of Section 5132.
(2) The time, place and manner of calling, conducting and giving
notice of members', directors' and committee meetings, or of
conducting mail ballots.
(3) The qualifications, duties and compensation of directors; the
time of their election; and the requirements of a quorum for
directors' and committee meetings.
(4) The appointment and authority of committees.
(5) The appointment, duties, compensation and tenure of officers.
(6) The mode of determination of members of record.
(7) The making of reports and financial statements to members.
(8) Setting, imposing and collecting dues, assessments and
admission fees.
(d) The bylaws may provide for the manner of admission,
withdrawal, suspension, and expulsion of members, consistent with the
requirements of Section 5341.
(e) The bylaws may require, for any or all corporate actions
(except as provided in paragraphs (1) and (2) of subdivision (a) of
Section 5222, subdivision (c) of Section 5616, and Section 6610), the
vote of a larger proportion of, or all of, the members or the
members of any class, unit, or grouping of members, or the vote of a
larger proportion of, or all of, the directors, than is otherwise
required by this part. Such a provision in the bylaws requiring such
greater vote shall not be altered, amended or repealed except by such
greater vote, unless otherwise provided in the bylaws.
(f) The bylaws may contain a provision limiting the number of
members, in total or of any class, which the corporation is
authorized to admit.

5152. A corporation may provide in its bylaws for delegates having
some or all of the authority of members. Where delegates are provided
for, the bylaws shall set forth delegates' terms of office, any
reasonable method for delegates' selection and removal, and any
reasonable method for calling, noticing and holding meetings of
delegates and may set forth the manner in which delegates may act by
written ballot similar to Section 5513 for written ballot of members.
Delegates may only act personally at a meeting or by written ballot
and may not act by proxy. Delegates may be given a name other than
"delegates."

5153. A corporation may provide in its bylaws for voting by its
members or delegates on the basis of chapter or other organizational
unit, or by region or other geographic grouping.