Cal. Corp. Code § 12502

Current through the 2024 Legislative Session.
Section 12502 - Approval of board
(a) Except as provided in this section or Section 12503, amendments may be adopted if approved by the board and approved by the members before or after the approval by the board.
(b) Notwithstanding subdivision (a), the following amendments may be adopted by approval of the board alone:
(1) An amendment extending the corporate existence or making the corporate existence perpetual, if the corporation was organized prior to August 14, 1929.
(2) An amendment deleting the initial street address and initial mailing address of the corporation, the names and addresses of the first directors, or the name and address of the initial agent.
(3) Any amendment, at a time the corporation has no members.
(4) Any amendment authorized in the articles pursuant to subdivision (c) of Section 12313 fixing the rights, privileges, preferences, restrictions, and conditions attaching to any wholly unissued class of memberships.
(5) Any amendment authorized in the articles pursuant to subdivision (c) of Section 12313 fixing the designation, number of memberships and the rights, privileges, preferences, restrictions, and conditions attaching to any wholly unissued series of memberships, or an increase or decrease in the number of memberships of any series.
(c) Whenever the articles require for corporate action the approval of a particular class of members or of a larger proportion of, or all of, the votes of any class, or of a larger proportion of, or all of, the directors, than is otherwise required by this part, the provision in the articles requiring a greater vote shall not be altered, amended or repealed except by the class or the greater vote, unless otherwise provided in the articles.

Ca. Corp. Code § 12502

Amended by Stats 2013 ch 538 (AB 1255),s 9, eff. 1/1/2014.
Amended by Stats 2012 ch 494 (SB 1532),s 30, eff. 1/1/2013.