SECTIONS 9680 - California Statutes

CORPORATIONS CODE

SECTION 9680

9680. (a) Chapters 16 (commencing with Section 6610) and 17
(commencing with Section 6710) of Part 2 apply to religious
corporations except for Sections 6610, 6614, 6710, 6711 and 6716.
(b) (1) Any corporation may elect voluntarily to wind up and
dissolve (A) by approval of a majority of all the members (Section
5033) or (B) by approval of the board and approval of the members
(Section 5034).
(2) Any corporation which comes within one of the following
descriptions may elect by approval of the board to wind up and
dissolve:
(A) A corporation which has been the subject of an order for
relief in bankruptcy.
(B) A corporation which has disposed of all its assets and has not
conducted any activity for a period of five years immediately
preceding the adoption of the resolution electing to dissolve the
corporation.
(C) A corporation which has no members.
(D) A corporation which is required to dissolve under provisions
of its articles adopted pursuant to subparagraph (i) of paragraph (2)
of subdivision (a) of Section 9132.
(3) If a corporation comes within one of the descriptions in
paragraph (2) and if the number of directors then in office is less
than a quorum, it may elect to voluntarily wind up and dissolve by
any of the following:
(A) The unanimous consent of the directors then in office.
(B) The affirmative vote of a majority of the directors then in
office at a meeting held pursuant to waiver of notice by those
directors complying with paragraph (3) of subdivision (a) of Section
9211.
(C) The vote of a sole remaining director.
(4) If a corporation elects to voluntarily wind up and dissolve
pursuant to paragraph (3), references to the board in this chapter
shall be deemed to be to a board consisting solely of those directors
or that sole director and action by the board shall require at least
the same consent or vote as would be required under paragraph (3)
for an election to wind up and dissolve.
(c) If a corporation is in the process of voluntary winding up,
the superior court of the proper county, upon the petition of (1) the
corporation, or (2) the authorized number (Section 5036), or (3) the
Attorney General, or (4) three or more creditors, and upon such
notice to the corporation and members and creditors as the court may
order, may take jurisdiction over the voluntary winding up proceeding
if that appears necessary for the protection of the assets of the
corporation. The court, if it assumes jurisdiction, may make such
orders as to any and all matters concerning the winding up of the
affairs of the corporation and the protection of its creditors and
its assets as justice and equity may require. Chapter 15 (commencing
with Section 6510) (except Sections 6510 and 6511) shall apply to
those court proceedings.
(d) The powers and duties of the directors (or other persons
appointed by the court pursuant to Section 6515) and officers after
commencement of a dissolution proceeding include, but are not limited
to, the following acts in the name and on behalf of the corporation:
(1) To elect officers and to employ agents and attorneys to
liquidate or wind up its affairs.
(2) To continue the conduct of the affairs of the corporation
insofar as necessary for the disposal or winding up thereof.
(3) To carry out contracts and collect, pay, compromise, and
settle debts and claims for or against the corporation.
(4) To defend suits brought against the corporation.
(5) To sue, in the name of the corporation, for all sums due or
owing to the corporation or to recover any of its property.
(6) To collect any amounts remaining unpaid on memberships or to
recover unlawful distributions.
(7) Subject to the provisions of Section 9142, to sell at public
or private sale, exchange, convey, or otherwise dispose of all or any
part of the assets of the corporation in an amount deemed reasonable
by the board without compliance with Section 9631, and to execute
bills of sale and deeds of conveyance in the name of the corporation.
(8) In general, to make contracts and to do any and all things in
the name of the corporation which may be proper or convenient for the
purposes of winding up, settling and liquidating the affairs of the
corporation.
(e) After complying with Section 6713:
(1) Except as provided in Section 6715, all of a corporation's
assets shall be disposed of on dissolution in conformity with its
articles or bylaws subject to complying with the provisions of any
trust under which such assets are held.
(2) Except as provided in subdivision (3), the disposition
required in subdivision (1) shall be made by decree of the superior
court of the proper county. The decree shall be made upon petition
therefor, upon 30 days' notice to the Attorney General, by any person
concerned in the dissolution.
(3) The disposition required in subdivision (1) may be made
without the decree of the superior court, subject to the rights of
persons concerned in the dissolution, if the Attorney General makes a
written waiver of objections to the disposition.
(f) A vacancy on the board may be filled during a winding up
proceeding in the manner provided in Section 9224.
(g) Chapter 15 (commencing with Section 6510) does not apply to
religious corporations except to the extent its provisions apply
under subdivision (d) of Section 6617, subdivision (c) of Section
6719, or subdivision (c) or (d) of this section.