SECTIONS 9310-9313 - California Statutes

CORPORATIONS CODE

SECTION 9310-9313

9310. (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) Subject to the articles or bylaws, 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.
(2) All rights which would otherwise vest under this part in the
members 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.

9311. 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.

9312. No person may hold more than one membership, and no
fractional memberships may be held, provided, however, that:
(a) Two or more persons may have an indivisible interest in a
single membership when authorized by, and in such manner or under the
circumstances prescribed by, the articles or bylaws; and
(b) If the articles or bylaws provide for classes of membership in
which the differences are not merely the number of votes entitled to
be cast by members of the class, 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.

9313. Except as provided in its articles or bylaws, a corporation
may admit any person to membership.