PART
4. NONPROFIT RELIGIOUS CORPORATIONS
CHAPTER 1. Organization and Bylaws
ARTICLE 1. Title and Purposes
Cal Corp Code § 9110 (2003) |
§ 9110. Short title; Nonprofit
Religious Corporations Law
This part shall be known and may be cited as the Nonprofit Religious
Corporation Law.
END OF STATUTE
| Cal
Corp Code § 9111 (2007) |
§ 9111. Formation; Purposes
Subject to any other provision of law of this state applying to the
particular class of corporation or line of activity, a corporation
may be formed under this part primarily or exclusively for any
religious purposes.
END OF STATUTE
CHAPTER 1. Organization and Bylaws
ARTICLE 2. Formation
Cal Corp Code § 9120 (2007) |
§ 9120. Execution and filing of
articles of incorporation
(a) One or more persons may form a corporation under this part by
executing and filing articles of incorporation.
(b) If initial directors are named in the articles, each director
named in the articles shall sign and acknowledge the articles; if
initial directors are not named in the articles, the articles shall
be signed by one or more persons who thereupon are the incorporators
of the corporation.
(c) The corporate existence begins upon the filing of the articles
and continues perpetually, unless otherwise expressly provided by
law or in the articles.
END OF STATUTE
| Cal
Corp Code § 9121 (2007) |
§ 9121. Change of status of
existing unincorporated association
(a) In the case of an existing unincorporated association, the
association may change its status to that of a corporation upon a
proper authorization for such by the association in accordance with
its rules and procedures.
(b) In addition to the matters required to be set forth in the
articles pursuant to Section 9130, the articles in the case of an
incorporation authorized by subdivision (a) shall set forth that an
existing unincorporated association, stating its name, is being
incorporated by the filing of the articles.
(c) The articles filed pursuant to this section shall be accompanied
by a verified statement of any two officers or governing board
members of the association stating that the incorporation of the
association by means of the articles to which the verified statement
is attached has been approved by the association in accordance with
its rules and procedures.
(d) Upon the change of status of an unincorporated association to a
corporation pursuant to subdivision (a), the property of the
association becomes the property of the corporation and the members
of the association who had any voting rights of the type referred to
in Section 5056 become members of the corporation.
(e) The filing for records in the office of the county recorder of
any county in this state in which any of the real property of the
association is located of a copy of the articles of incorporation
filed pursuant to this section, certified by the Secretary of State,
shall evidence record ownership in the corporation of all interests
of the association in and to the real property located in that
county.
(f) All rights of creditors and all liens upon the property of the
association shall be preserved unimpaired. Any action or proceeding
pending by or against the unincorporated association may be
prosecuted to judgment, which shall bind the corporation, or the
corporation may be proceeded against or substituted in its place.
(g) If a corporation is organized by a person who is or was an
officer, director or member of an unincorporated association and
such corporation is not organized pursuant to subdivision (a), the
unincorporated association may continue to use its name and the
corporation may not use a name which is the same as or similar to
the name of the unincorporated association.
END OF STATUTE
Cal Corp Code § 9122
(2007)
§ 9122. Filing where
"bank," "trust," or trustee in name; Certificate of approval of
Commissioner of Financial Institutions; Misleading or deceptive
name; Reservation
(a) The Secretary of
State shall not file articles setting forth a name in which "bank,"
"trust," "trustee" or related words appear, unless the certificate
of approval of the Commissioner of Financial Institutions is
attached thereto.
(b) The Secretary of
State shall not file articles which set forth a name which is likely
to mislead the public or which is the same as, or resembles so
closely as to tend to deceive, the name of a domestic corporation,
the name of a foreign corporation which is authorized to transact
intrastate business or has registered its name pursuant to Section
2101, a name which a foreign corporation has assumed under
subdivision (b) of Section 2106 or a name which will become the
record name of a domestic or foreign corporation upon the effective
date of a filed corporate instrument where there is a delayed
effective date pursuant to subdivision (c) of Section 110 or
subdivision (c) of Section 5008, or a name which is under
reservation pursuant to this section, Section 201, Section 5122, or
Section 7122, except that a corporation may adopt a name that is
substantially the same as an existing domestic or foreign
corporation which is authorized to transact intrastate business or
has registered its name pursuant to Section 2101, upon proof of
consent by such corporation and a finding by the Secretary of State
that under the circumstances the public is not likely to be misled.
The use by a corporation
of a name in violation of this section may be enjoined
notwithstanding the filing of its articles by the Secretary of
State.
(c) Any applicant may,
upon payment of the fee prescribed therefor in the Government Code,
obtain from the Secretary of State a certificate of reservation of
any name not prohibited by subdivision (b), and upon the issuance of
the certificate the name stated therein shall be reserved for a
period of 60 days. The Secretary of State shall not, however, issue
certificates reserving the same name for two or more consecutive
60-day periods to the same applicant or for the use or benefit of
the same person; nor shall consecutive reservations be made by or
for the use or benefit of the same person of names so similar as to
fall within the prohibitions of subdivision (b).
END OF STATUTE
CHAPTER 1. Organization and Bylaws
ARTICLE 3. Articles of Incorporation
| Cal
Corp Code § 9130 (2007) |
§ 9130. Contents
The articles of incorporation of a corporation formed under this
part shall set forth:
(a) The name of the corporation.
(b) The following statement: "This corporation is a religious
corporation and is not organized for the private gain of any person.
It is organized under the Nonprofit Religious Corporation Law
(primarily or exclusively [insert one or both]) for religious
purposes." [The articles may include a further description of the
corporation's purposes.]
(c) The name and address in this state of the corporation's initial
agent for service of process in accordance with subdivision (b) of
Section 6210 (made applicable pursuant to Section 9660).
END OF STATUTE
| Cal
Corp Code § 9134 (2007) |
§ 9134. Powers of incorporators to
perfect organization of corporation
If initial directors have not been named in the articles, the
incorporator or incorporators, until the directors are elected, may
do whatever is necessary and proper to perfect the organization of
the corporation, including the adoption and amendment of bylaws of
the corporation and the election of directors and officers.
END OF STATUTE
CHAPTER 1. Organization and Bylaws
ARTICLE 4. Powers
Cal Corp Code § 9140
(2007) |
§ 9140. Powers of corporation
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.
END OF STATUTE
CHAPTER 1. Organization and Bylaws
ARTICLE 5. Bylaws
Cal Corp Code § 9150 (2007) |
§ 9150. Manner of adoption,
amendment, or repeal
(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.
END OF STATUTE
| Cal
Corp Code § 9151 (2007) |
§ 9151. Contents
(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 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.
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(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.
END OF STATUTE
| Cal
Corp Code § 9153 (2007) |
§ 9153. Voting by members or
delegates on chapter or regional basis authorized
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.
CHAPTER 1. Organization and Bylaws
ARTICLE 6. Location and Inspection of Articles and BylawsCal
Corp Code § 9160 (2007) |
§ 9160. Availability; Place
and time
Every corporation shall keep at its principal office in this state
the original or a copy of its articles and bylaws as amended to
date, which shall be open to inspection by the members at all
reasonable times during office hours. If the corporation has no
office in this state, it shall upon the written request of any
member furnish to such member a copy of the articles or bylaws as
amended to date.
PART
4. NONPROFIT RELIGIOUS CORPORATIONS
CHAPTER 2. Directors and Management
ARTICLE 1. General Provisions
Cal Corp Code § 9211 (2007) |
§ 9211. Meetings; Time and place; Notice; Quorum
(a) Unless otherwise provided in the articles or in the bylaws, all
of the following apply:
(1) Meetings of the board may
be called by the chair of the board or the president or any
vice president or the secretary or any two directors.
(2) Regular meetings of the board may be held without notice
if the time and place of the meetings are fixed by the bylaws
or the board. Special meetings of the board shall be held upon
four days' notice by first-class mail or 48 hours' notice
delivered personally or by telephone, including a voice
messaging system or other system or technology designed to
record and communicate messages, telegraph, facsimile,
electronic mail, or other electronic means. The articles or
bylaws may not dispense with notice of a special meeting. A
notice, or waiver of notice, need not specify the purpose of
any regular or special meeting of the board.
(3) Notice of a meeting need not be given to a director who
signed a waiver of notice or a written consent to holding the
meeting or an approval of the minutes thereof, whether before
or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of
notice to that director. These waivers, consents and approvals
shall be filed with the corporate records or made a part of
the minutes of the meetings.
(4) A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and
place.
(5) Meetings of the board may be held at a place within or
without the state that has been designated in the notice of
the meeting or, if not stated in the notice or there is no
notice, designated in the bylaws or by resolution of the
board.
(6) Members of the board may participate in a meeting through
use of conference telephone, electronic video screen
communication, or other communications equipment.
Participation in a meeting through use of conference telephone
pursuant to this subdivision constitutes presence in person at
that meeting as long as all members participating in the
meeting are able to hear one another. Participation in a
meeting through use of electronic video screen communication
or other communications equipment, other than conference
telephone, pursuant to this subdivision constitutes presence
in person at that meeting, if all of the following apply:
(A) Each member
participating in the meeting can communicate with all of
the other members concurrently.
(B) Each member is provided the means of participating
in all matters before the board, including, without
limitation, the capacity to propose, or to interpose an
objection to, a specific action to be taken by the
corporation.
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(7) A majority of the number of
directors authorized in the articles or bylaws constitutes a
quorum of the board for the transaction of business.
(8) An act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is
present is the act of the board. The articles or bylaws may
not provide that a lesser vote than a majority of the
directors present at a meeting is the act of the board. A
meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the
required quorum for that meeting, or a greater number as is
required by this division, the articles or bylaws.
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(b) An action required or permitted
to be taken by the board may be taken without a meeting, if all
members of the board shall individually or collectively consent in
writing to that action. The written consent or consents shall be
filed with the minutes of the proceedings of the board. The action
by written consent shall have the same force and effect as the
unanimous vote of the directors.
(c) This section applies also to incorporators, to committees of the
board, and to action by those incorporators or committees mutatis
mutandis.
END OF STATUTE
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