SECTIONS 5350-5354 - California Statutes

CORPORATIONS CODE

SECTION 5350-5354

5350. (a) A member of a corporation is not, as such, personally
liable for the debts, liabilities, or obligations of the corporation.
(b) No person is liable for any obligation arising from
membership unless the person was admitted to membership upon the
person's application or with the person's consent.

5351. A corporation may levy dues, assessments or fees upon its
members pursuant to its articles or bylaws, but a member upon
learning of them may avoid liability for them by promptly resigning
from membership, except where the member is, by contract or
otherwise, liable for them. Article or bylaw provisions authorizing
such dues, assessments or fees do not, of themselves, create such
liability.

5352. (a) No action shall be brought by or on behalf of any
creditor to reach and apply the liability, if any, of a member to the
corporation to pay the amount due on such member's membership or
otherwise due to the corporation unless final judgment has been
rendered in favor of the creditor against the corporation and
execution has been returned unsatisfied in whole or in part or unless
such proceedings would be useless.
(b) All creditors of the corporation, with or without reducing
their claims to judgment, may intervene in any such creditor's action
to reach and apply unpaid amounts due the corporation and any or all
members who owe amounts to the corporation may be joined in such
action. Several judgments may be rendered for and against the parties
to the action or in favor of a receiver for the benefit of the
respective parties thereto.
(c) All amounts paid by any member in any such action shall be
credited on the unpaid balance due the corporation by such member.

5353. Nothing in this part shall be construed as in derogation of
any rights or remedies which any creditor or member may have against
any promoter, member, director, officer or the corporation because of
participation in any fraud or illegality practiced upon such
creditor or member by any such person or by the corporation in
connection with the issue or sale of memberships or securities or in
derogation of any rights which the corporation may have by
rescission, cancellation or otherwise because of any fraud or
illegality practiced on it by any such person in connection with the
issue or sale of memberships or securities.

5354. A person holding a membership as executor, administrator,
guardian, trustee, receiver or in any representative or fiduciary
capacity is not personally liable for any unpaid balance of the
purchase price of the membership, or for any amounts owing to the
corporation by the member, because the membership is so held; but the
estate and funds in the hands of such fiduciary are liable therefor.