SECTIONS 5810-5820 - California Statutes

CORPORATIONS CODE

SECTION 5810-5820

5810. (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 5813.5 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, nor 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 6210.

5811. Except as provided in Section 5813.5, 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.

5812. (a) Except as provided in this section or Section 5813.5,
amendments may be adopted if approved by the board and approved by
the members (Section 5034) and approved by such other person or
persons, if any, as required by the articles. The approval by the
members or other person or persons may be 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;
provided, however, that if the articles require approval by any
person for an amendment, that an amendment may not be adopted without
such approval.
(4) An amendment adopted pursuant to Section 9913.
(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.

5813. An amendment must also be approved by the members (Section
5034) of a class, whether or not such class is entitled to vote
thereon by the provisions of the articles or bylaws, if the amendment
would materially and adversely affect the rights of that class as to
voting or transfer in a manner different than such action affects
another class.

5813.5. (a) A public benefit corporation may amend its articles to
change its status to that of a mutual benefit corporation, a
religious corporation, a business corporation, or a cooperative
corporation by complying with this section and the other sections of
this chapter.
The Secretary of State shall notify the Franchise Tax Board, in
the manner and at the times agreed upon by the Secretary of State and
the Franchise Tax Board, of any amendments to a public benefit
corporation's articles.
(b) If the public benefit corporation has any assets, an amendment
to change its status to a mutual benefit corporation, business
corporation, or cooperative corporation shall be approved in advance
in writing by the Attorney General. If the public benefit corporation
has no assets, the Attorney General shall be given a copy of the
amendment at least 20 days before the amendment is filed.
(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 6210), and may in addition only include those
provisions which would have been permitted, in original articles
filed by the type of corporation (mutual benefit, religious,
business, or cooperative) into which the public benefit corporation
is changing its status.
(d) In the case of a change of status to a business corporation or
cooperative corporation, if the Franchise Tax Board has issued a
determination exempting the corporation from tax as provided in
Section 23701 of the Revenue and Taxation Code, the corporation shall
be subject to Section 23221 of the Revenue and Taxation Code upon
filing the certificate of amendment.

5814. (a) Except for amendments adopted by the incorporators
pursuant to Section 5811, 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 in accordance
with Section 5816;
(2) That the amendment has been approved by the board;
(3) If the amendment is one for which the approval of the members
(Section 5034) 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.
(5) If the amendment is one for which the approval of a person or
persons other than the incorporators, directors, or members is
required, that the approval of such person or persons has been
obtained.
(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 6014 shall be in lieu of any filing required
under this chapter.

5815. In the case of amendments adopted by the incorporators under
Section 5811, 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.

5816. 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 stricken 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.

5817. 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. 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.

5818. A corporation formed for a limited period may at any time
subsequent 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 5122, 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.

5819. (a) A corporation may restate in a single certificate the
entire text of its articles as amended by filing an officers'
certificate or, in circumstances where incorporators or the board may
amend a corporation's articles pursuant to Sections 5811 and 5815, a
certificate signed and verified by a majority of the incorporators
or the board, as applicable, entitled "Restated Articles of
Incorporation of (insert name of corporation)" that shall set forth
the articles as amended to the date of filing of the certificate,
except that the signatures and acknowledgments of the articles by 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 and addresses of the first directors and of the
initial agent for service of process shall be omitted (except that
the names and addresses of the initial agent for service of process
and, if previously set forth in the articles, the initial directors,
shall not be omitted prior to the time that the corporation has filed
a statement under Section 6210). Those 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 Section 5814 or 5815, as the case may be, and
Section 5816.
(b) If the certificate does not itself alter or amend the articles
in any respect, it shall be approved by the board or, prior to the
issuance of any memberships and the naming and election of directors,
by a majority of the incorporators, and shall be subject to the
provisions of this chapter relating to an amendment of the articles
not requiring approval of the members (Section 5034). 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.

5820. (a) Amendment of the articles of a corporation, pursuant to
this chapter, does not, of itself, abrogate any requirement or
limitation imposed upon the corporation, or any property held by it,
by virtue of the trust under which such property is held by the
corporation.
(b) The Attorney General may, at the corporation's request, and
pursuant to such regulations as the Attorney General may issue, give
rulings as to whether the Attorney General will or may oppose a
proposed action, or article amendment, as inconsistent with or
proscribed by the requirements of a charitable trust.