SECTIONS 9140-9143 - California Statutes

CORPORATIONS CODE

SECTION 9140-9143

9140. Subject to any limitations contained in the articles or
bylaws and to compliance with other provisions of this division and
any other applicable laws, a corporation, in carrying out its
activities, shall have all of the powers of a natural person,
including, without limitation, the power to:
(a) Adopt, use, and at will alter a corporate seal, but failure to
affix a seal does not affect the validity of any instrument.
(b) Adopt, amend, and repeal bylaws.
(c) Qualify to conduct its activities in any other state,
territory, dependency or foreign country.
(d) Issue, purchase, redeem, receive, take or otherwise acquire,
own, sell, lend, exchange, transfer or otherwise dispose of, pledge,
use and otherwise deal in and with its own bonds, debentures, notes
and debt securities.
(e) Issue memberships.
(f) Pay pensions, and establish and carry out pension, deferred
compensation, saving, thrift and other retirement, incentive and
benefit plans, trusts, and provisions for any or all of its
directors, officers, employees, and persons providing services to it
or any of its subsidiary or related or associated corporations, and
to indemnify and purchase and maintain insurance on behalf of any
fiduciary of such plans, trusts, or provisions.
(g) Levy dues, assessments, and fees.
(h) Make donations for the public welfare or for community funds,
hospital, charitable, educational, scientific, civic, religious or
similar purposes.
(i) Assume obligations, enter into contracts, including contracts
of guarantee or suretyship, incur liabilities, borrow or lend money
or otherwise use its credit, and secure any of its obligations,
contracts or liabilities by mortgage, pledge or other encumbrance of
all or any part of its property and income.
(j) Participate with others in any partnership, joint venture or
other association, transaction or arrangement of any kind whether or
not such participation involves sharing or delegation of control with
or to others.
(k) Act as trustee under any trust incidental to the principal
objects of the corporation, and receive, hold, administer, exchange,
and expend funds and property subject to such trust.
(l) Carry on a business at a profit and apply any profit that
results from the business activity to any activity in which it may
lawfully engage.
(m) Pay the reasonable value of services rendered in this state to
the corporation before January 1, 1975, and not previously paid, by
any person who performed such services on a full-time basis under the
direction of a religious organization in connection with the
religious tenets of the organization. Such person shall have relied
solely on the religious organization for his or her financial support
for a minimum of five years. A payment shall not be made if such
person or religious organization waives the payment or receipt of
compensation for such services in writing. Payment may be made to
such religious organization to reimburse it for maintenance of any
person who rendered such services and to assist it in providing
future support and maintenance; however, payment shall not be made
from any funds or assets acquired with funds donated by or traceable
to gifts made to the corporation by any person, organization or
governmental agency other than the members, immediate families of
members and affiliated religious organizations of the religious
organization under whose direction the services were performed.

9141. Subject to Section 9142:
(a) No limitation upon the activities, purposes, or powers of the
corporation or upon the powers of the members, officers, or
directors, or the manner of exercise of such powers, contained in or
implied by the articles or by Chapters 16 (commencing with Section
6610), and 17 (commencing with Section 6710) (made applicable
pursuant to Section 9680) shall be asserted as between the
corporation or member, officer or director and any third person,
except in a proceeding: (1) by the authorized number of members
(Section 5036), by any person authorized by the articles or bylaws to
bring an action, or by the state to enjoin the doing or continuation
of unauthorized activities by the corporation or its officers, or
both, in cases where third parties have not acquired rights thereby,
or (2) by the authorized number of members (Section 5036), by any
person authorized by the articles or bylaws to bring an action, by
any member suing in a representative suit, or by the corporation,
against the officers or directors of the corporation for violation of
their authority.
(b) Any contract or conveyance made in the name of a corporation
which is authorized or ratified by the board or is done within the
scope of authority, actual or apparent, conferred by the board or
within the agency power of the officer executing it, except as the
board's authority is limited by law other than this part, binds the
corporation, and the corporation acquires rights thereunder whether
the contract is executed or wholly or in part executory.

9142. (a) Notwithstanding Section 9141, any of the following may
bring an action to enjoin, correct, obtain damages for or to
otherwise remedy a breach of a trust under which any or all of the
assets of a corporation are held:
(1) The corporation, a member, or a former member asserting the
right in the name of the corporation, provided that for the purpose
of this paragraph the provisions of Section 5710 shall apply to such
action.
(2) An officer of the corporation.
(3) A director of the corporation.
(4) A person with a reversionary, contractual, or property
interest in the assets subject to such trust.
(b) In an action under this section, the court may not rescind or
enjoin the performance of a contract unless:
(1) All of the parties to the contract are parties to the action;
(2) No party to the contract has, in good faith and without actual
notice of the restriction, parted with value under the contract or
in reliance upon it; and
(3) It is equitable to do so.
(c) No assets of a religious corporation are or shall be deemed to
be impressed with any trust, express or implied, statutory or at
common law unless one of the following applies:
(1) Unless, and only to the extent that, the assets were received
by the corporation with an express commitment by resolution of its
board of directors to so hold those assets in trust.
(2) Unless, and only to the extent that, the articles or bylaws of
the corporation, or the governing instruments of a superior
religious body or general church of which the corporation is a
member, so expressly provide.
(3) Unless, and only to the extent that, the donor expressly
imposed a trust, in writing, at the time of the gift or donation.
(d) Trusts created by paragraph (2) of subdivision (c) may be
amended or dissolved by amendment from time to time to the articles,
bylaws, or governing instruments creating the trusts. However,
nothing in this subdivision shall be construed to permit the
amendment of the articles to delete or to amend provisions required
by Section 214.01 of the Revenue and Taxation Code to a greater
extent than otherwise allowable by law.

9143. (a) Notwithstanding any other provision of this part to the
contrary, when property, received by a corporation, covered by this
part from a person directly affiliated with that corporation has been
contributed based upon an affirmative representation that it would
be used for a specific purpose other than the general support of the
corporation's activities and has been used in a manner contrary to
the specific purpose for which the property was contributed, an
action may be brought by the contributor or by any person listed in
paragraph (1), (2), or (3) of subdivision (a) of Section 9142, if
that person, before bringing an action, notifies the corporation, in
writing, that an action will be brought unless the corporation takes
immediate steps to correct any improper diversion of funds.
(b) In the event that it becomes impractical or impossible for the
corporation to devote the property to the specific purpose for which
it was contributed, or that the directors or members of the
corporation in good faith expressly conclude and record in writing
that the stated purpose for which the property was contributed is no
longer in accord with the policies or best interests of the
corporation, the directors or members of the corporation may, in good
faith, approve or ratify the use of the property for the general
purposes of the corporation rather than for the specific purpose for
which it was contributed.
(c) A public officer may not bring an action in an official
capacity under this section even on behalf of a private person.