SECTIONS 7310-7315 - California Statutes

CORPORATIONS CODE

SECTION 7310-7315

7310. (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:
(1) 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.
(2) All rights which would otherwise vest in the members to share
in a distribution upon dissolution shall vest in the directors.
(c) Reference in this part to a corporation which has no members
includes a corporation in which the directors are the only members.

7311. 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.

7312. No person may hold more than one membership, and no
fractional memberships may be held, except as follows:
(a) Two or more persons may have an indivisible interest in a
single membership when authorized by, and in a manner or under the
circumstances prescribed by, the articles or bylaws subject to
Section 7612.
(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.
(c) Any branch, division, or office of any person, which is not
formed primarily to be a member, may hold a separate membership.
(d) In the case of membership in an owners' association, created
in connection with any of the forms of development referred to in
Section 11004.5 of the Business and Professions Code, the articles or
bylaws may permit a person who owns an interest, or who has a right
of exclusive occupancy, in more than one lot, parcel, area,
apartment, or unit to hold a separate membership in the owners'
association for each lot, parcel, area, apartment, or unit.
(e) In the case of membership in a mutual water company, as
defined in Section 14300, the articles or bylaws may permit a person
entitled to membership by reason of the ownership, lease, or right of
occupancy of more than one lot, parcel, or other service unit to
hold a separate membership in the mutual water company for each lot,
parcel, or other service unit.
(f) In the case of membership in a mobilehome park acquisition
corporation, as described in Section 11010.8 of the Business and
Professions Code, a bona fide secured party who has, pursuant to a
security interest in a membership, taken title to the membership by
way of foreclosure, repossession, or voluntary repossession, and who
is actively attempting to resell the membership to a prospective
homeowner or resident of the mobilehome park, may own more than one
membership.

7313. (a) A corporation may, but is not required to, issue
membership certificates. Nothing in this section shall restrict a
corporation from issuing identity cards or similar devices to members
which serve to identify members qualifying to use facilities or
services of the corporation.
(b) Membership certificates issued by corporations shall state the
following on the certificate:
(1) The corporation is a nonprofit mutual benefit corporation
which may not make distributions to its members except upon
dissolution, or, if the articles or bylaws so provide, that it may
not make distributions to its members during its life or upon
dissolution.
(2) If there are restrictions upon the transferability, a
statement that a copy of the restrictions are on file with the
secretary of the corporation and are open for inspection by a member
on the same basis as the records of the corporation.
(c) If the membership certificates are transferable only with
consent of the corporation, or if there are no membership
certificates, then instead of complying with paragraph (2) of
subdivision (b) the corporation may, or if there are no membership
certificates, shall, give notice to the transferee, within a
reasonable time after the corporation is first notified of the
proposed transfer, and before the membership is transferred on the
books and records of the corporation, of the information that would
otherwise be provided by the legends required by paragraph (2) of
subdivision (b).
(d) If the articles or bylaws are amended so that any statement
required by subdivision (b) upon outstanding membership certificates
is no longer accurate, then the board may cancel the outstanding
certificates and issue in their place new certificates conforming to
the articles or bylaw amendments.
(e) Where new membership certificates are issued in accordance
with subdivision (d), the board may order holders of outstanding
certificates to surrender and exchange them for new certificates
within a reasonable time fixed by the board. The board may further
provide that the holder of a certificate so ordered to be surrendered
shall not be entitled to exercise any of the rights of membership
until the certificate is surrendered and exchanged, but rights shall
be suspended only after notice of such order is given to the holder
of the certificate and only until the certificate is exchanged. The
duty of surrender of any outstanding certificates may also be
enforced by civil action.

7314. (a) A corporation may issue a new membership certificate or a
new certificate for any security in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate or the owner's legal representative
to give the corporation a bond (or other adequate security)
sufficient to indemnify it against any claim that may be made against
it (including any expense or liability) on account of the alleged
loss, theft or destruction of any such certificate or the issuance of
such new certificate.
(b) If a corporation refuses to issue a new membership certificate
or other certificate in place of one theretofore issued by it, or by
any corporation of which it is the lawful successor, alleged to have
been lost, stolen or destroyed, the owner of the lost, stolen or
destroyed certificate or the owner's legal representative may bring
an action in the superior court of the proper county for an order
requiring the corporation to issue a new certificate in place of the
one lost, stolen or destroyed.

7315. (a) Except as provided in subdivision (b), or in its articles
or bylaws, a corporation may admit any person to membership.
(b) A corporation may not admit its subsidiary (Section 5073) to
membership.