SECTIONS 5310-5313 - California Statutes

CORPORATIONS CODE

SECTION 5310-5313

5310. (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, 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.
(c) Reference in this part to a corporation which has no members
includes a corporation in which the directors are the only members.

5311. Subject to the articles or bylaws, memberships may be issued
by a corporation for no consideration or for such consideration as is
determined by the board.

5312. No person may hold more than one membership, and no
fractional memberships may be held, provided, however, that:
(a) Two or more persons may have an indivisible interest in a
single membership when authorized by, and in such manner or under the
circumstances prescribed by, the articles or bylaws subject to
Section 5612; and
(b) If the articles or bylaws provide for classes of membership
and if the articles or bylaws permit a person to be a member of more
than one class, a person may hold a membership in one or more
classes.

5313. Except as provided in its articles or bylaws, a corporation
may admit any person to membership.