SECTIONS 9150-9153 - California Statutes

CORPORATIONS CODE

SECTION 9150-9153

9150. (a) "Bylaws," as used in this part means the code or codes of
rules used, adopted, or recognized for the regulation or management
of the affairs of the corporation irrespective of the name or names
by which such rules are designated.
(b) Bylaws may be adopted, amended or repealed as provided in the
articles or bylaws and absent any provision, bylaws may be adopted,
amended or repealed by approval of the members (Section 5034) or the
board, except as provided in subdivision (c). The articles or bylaws
may restrict or eliminate the power of the board to adopt, amend or
repeal any or all bylaws subject to subdivision (e) of Section 9151.
(c) Subject to any provision in the articles or bylaws, the power
of the board to adopt, amend or repeal bylaws is subject to the
powers of members set forth in Section 9151.

9151. (a) The bylaws shall set forth (unless such provision is
contained in the articles, in which case it may only be changed by an
amendment of the articles) the number of directors of the
corporation, or the method of determining the number of directors of
the corporation, or that the number of directors shall be not less
than a stated minimum nor more than a stated maximum with the exact
number of directors to be fixed, within the limits specified, by
approval of the board or the members (Section 5034), in the manner
provided in the bylaws, subject to subdivision (e) of Section 9151.
The number or minimum number of directors may be one or more.
(b) Except as otherwise provided in the articles or bylaws, once
members have been admitted, a bylaw specifying or changing a fixed
number of directors or the maximum or minimum number or changing from
a fixed to a variable board or vice versa may only be adopted by
approval of the members (Section 5034).
(c) The bylaws may contain any provision, not in conflict with law
or the articles, for the management of the activities and for the
conduct of the affairs of the corporation, including but not limited
to:
(1) Any provision referred to in subdivision (c) of Section 9132.
(2) The time, place and manner of calling, conducting and giving
notice of members', directors' and committee meetings, or of
conducting mail ballots.
(3) The qualifications, duties and compensation of directors; the
time of their election; and the requirements of a quorum for
directors' and committee meetings.
(4) The appointment of committees, composed of directors or
nondirectors or both, by the board or any officer and the authority
of any such committees.
(5) The appointment, duties, compensation and tenure of officers.
(6) The mode of determination of members of record.
(7) The making of reports and financial statements to members.
(8) Setting, imposing and collecting dues, assessments, and
admissions and transfer fees.
(d) The bylaws may provide for the manner of admission,
withdrawal, suspension, and expulsion of members.
(e) The bylaws may require, for any or all corporate actions
(except as provided in Section 9222 and subdivision (b) of Section
9680), the vote of a larger proportion of, or all of, the members or
the members of any class, unit, or grouping of members, or the vote
of a larger proportion of, or all of, the directors than is otherwise
required by this part. Such a provision in the bylaws requiring such
greater vote shall not be altered, amended or repealed except by
such greater vote, unless otherwise provided in the bylaws.
(f) The bylaws may contain a provision limiting the number of
members, in total or of any class, which the corporation is
authorized to admit.

9152. Any corporation may provide in its bylaws for delegates
having some or all of the authority of members. Where delegates are
provided for, the bylaws shall set forth delegates' terms of office,
any reasonable method for delegates' selection and removal, and any
reasonable method for calling, noticing and holding meetings of
delegates and may set forth the manner in which delegates may act by
written ballot similar to Section 9413 for written ballot of members.
Delegates may only act personally at a meeting or by written ballot
and may not act by proxy. Delegates may be given a name other than
"delegates."

9153. A corporation may provide in its bylaws for voting by its
members or delegates on the basis of chapter or other organizational
unit, or by region or other geographic grouping.