9910. As used in Sections 9910 to 9927 of this part:
(a) "New public benefit, mutual benefit and religious corporation
law" means Part 1 (commencing with Section 5002), Part 2 (commencing
with Section 5110), Part 3 (commencing with Section 7110), Part 4
(commencing with Section 9110) and Part 5 (commencing with Section
9910), of Division 2 of Title 1 of the Corporations Code enacted by
the California Legislature during the 1977-1978 Regular Session and,
except as required by Section 9912, operative January 1, 1980.
(b) "New public benefit corporation law" means Part 2 of the new
public benefit, mutual benefit and religious corporation law.
(c) "New mutual benefit corporation law" means Part 3 of the new
public benefit, mutual benefit, and religious corporation law.
(d) "New religious corporation law" means Part 4 of the new public
benefit, mutual benefit and religious corporation law.
(e) "Prior nonprofit law" means Part 1, Division 2 (commencing
with Section 9000) of Title 1 of the Corporations Code in effect on
December 31, 1979.
(f) "Subject corporation" means any corporation described in
paragraphs (3) through (5), inclusive, of subdivision (a) of Section
5003 and subject to the prior nonprofit law.
9911. (a) The new public benefit corporation law applies to all
corporations which are incorporated on or after January 1, 1980,
under Part 2 of this division or which are expressly governed by Part
2 pursuant to a particular provision of this division, Division 3
(commencing with Section 12000) or other specific statutory
provision.
(b) The new mutual benefit corporation law applies to all
corporations which are incorporated on or after January 1, 1980,
under Part 3 of this division or which are expressly governed by Part
3 pursuant to a particular provision of this division or Division 3
(commencing with Section 12000) or other specific statutory
provision.
(c) The new religious corporation law applies to all corporations
which are incorporated on or after January 1, 1980, under Part 4 of
this division or which are expressly governed by Part 4 pursuant to a
particular provision of this division, Division 3 (commencing with
Section 12000) or other specific statutory provision.
(d) Notwithstanding subdivisions (a) through (c), if articles of
incorporation intended to and in fact meeting the requirements of the
prior nonprofit law have been initially received by the Secretary of
State prior to January 1, 1980, and the matter is still pending on
that date, then the entity may be incorporated pursuant to the prior
nonprofit law if its articles are filed prior to May 1, 1980.
(e) Except as otherwise expressly provided in this part, (i) the
new public benefit corporation law applies to all subject
corporations referred to in Section 5060 and to all actions taken by
the directors, officers or members of such corporation on or after
January 1, 1980; (ii) the new mutual benefit corporation law applies
to all subject corporations referred to in Section 5059 and to all
actions taken by the directors, officers or members of such
corporations on or after January 1, 1980; and (iii) the new religious
corporation law applies to all subject corporations referred to in
Section 5061 and to all actions taken by the directors, officers or
members of such corporations on or after January 1, 1980.
(f) Except as otherwise expressly provided in this part, all of
the sections of the new public benefit, mutual benefit and religious
corporation law governing acts, contracts or other transactions by a
corporation or its directors, officers or members, apply only to
acts, contracts, or transactions occurring on or after January 1,
1980; and the prior nonprofit law governs acts, contracts or
transactions occurring before January 1, 1980.
(g) Except as otherwise expressly provided in this part, any vote
or consent by the directors or members of a corporation prior to
January 1, 1980, in accordance with the prior nonprofit law shall be
effective in accordance with that law; and if any certificate or
document is required to be filed in any public office of this state
relating to such vote or consent, it may be filed on or after January
1, 1980, in accordance with the prior nonprofit law.
9912. (a) Each corporation which is subject (pursuant to the terms
of the prior nonprofit law or some other specific statutory
provision) to the prior nonprofit law shall, on and after January 1,
1980, be subject to the new public benefit corporation law, the new
mutual benefit corporation law, or the new religious corporation law
based on the following:
(1) Any corporation of a type designated by statute as being
subject to the new public benefit corporation law, the new mutual
benefit corporation law, or the new religious corporation law, shall
be subject to such law.
(2) Any corporation organized primarily or exclusively for
religious purposes shall be subject to the new religious corporation
law.
(3) Any corporation which does not come within paragraphs 1 or 2
of this subdivision but which has received an exemption under Section
23701d of the Revenue and Taxation Code, shall be subject to the new
public benefit corporation law.
(4) Any corporation which does not come within paragraphs 1, 2, or
3 of this subdivision and all of the assets of which are irrevocably
dedicated to charitable or public purposes and which according to
its articles or bylaws must upon dissolution distribute its assets to
a person or persons carrying on a similar purpose or purposes shall
be subject to the new public benefit corporation law.
(5) Any corporation which does not come within paragraphs 1, 2, 3
or 4 of this subdivision and which permits distribution of assets to
its members upon dissolution shall be subject to the new mutual
benefit corporation law.
(6) Any corporation not otherwise described in this subdivision
shall be subject to the new mutual benefit corporation law.
(b) Prior to January 1, 1980, the Secretary of State's office
shall send a nonbinding, advisory notice to each corporation covered
by subdivision (a) indicating the type of corporation it is, based on
the rules set forth in subdivision (a) of this section.
(c) Notwithstanding subdivision (a), assets held by a mutual
benefit corporation in charitable trust shall be administered in
compliance with the provisions of the trust and in accordance with
any standards applicable pursuant to Section 7238.
(d) A corporation may petition the superior court of the proper
county to determine its status as a public benefit, mutual benefit or
religious corporation in accordance with subdivision (a). Notice of
the proceeding shall be given as the court may direct. Any member may
intervene. Notice of the proceeding shall be served on the Attorney
General who may intervene. A certified copy of any final judgment in
any such proceeding shall be filed with the Secretary of State.
(e) The Secretary of State may, in carrying out any obligation
arising under this article, require any information necessary on
existing corporations from the Franchise Tax Board or other state
agency.
9913. (a) The provisions of Sections 5130, 5131 and 5132 of the new
Public Benefit Corporation Law relating to the contents of articles
of incorporation do not apply to subject corporations designated as
public benefit corporations unless and until an amendment of the
articles is filed stating that the corporation elects to be governed
by all of the provisions of the new law not otherwise applicable to
it under this part.
(b) The provisions of Sections 7130, 7131, and 7132 of the new
Mutual Benefit Corporation Law relating to the contents of articles
of incorporation do not apply to subject corporations governed by the
Mutual Benefit Corporation Law unless and until an amendment of the
articles of incorporation is filed stating that the corporation
elects to be governed by all of the provisions of the new law not
otherwise applicable to it under this part.
(c) The provisions of Sections 9130, 9131, and 9132 of the new
Religious Corporation Law relating to the contents of articles of
incorporation do not apply to subject corporations governed by the
Religious Corporation Law unless and until an amendment of the
articles is filed stating that the corporation elects to be governed
by all of the provisions of the new law not otherwise applicable to
it under this part.
(d) The amendment described in subdivision (a) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
public benefit corporation to Section 5130 and the deletion of any
references to the location of principal office and deleting any
statement regarding the number of directors or conforming any such
statement to Section 5151 (subject to Section 9915), it shall also be
approved by the members (Section 5034) if such approval is otherwise
required for the changes made.
(e) The amendment described in subdivision (b) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
mutual benefit corporation to subdivisions (a) and (b) of Section
7130 and the deletion of any references to the location of principal
office and deleting any statement regarding the number of directors
or conforming any such statement to Section 7151 (subject to Section
9915), it shall also be approved by the members (Section 5034) if
such approval is otherwise required for the changes made.
(f) The amendment described in subdivision (c) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
religious corporation to Section 9130 and the deletion of any
references to the location of principal office and deleting any
statement regarding the number of directors or conforming any such
statement to Section 9151 (subject to Section 9915), it shall also be
approved by the members (Section 5034) if such approval is otherwise
required for the changes made.
(g) The amendment shall not name the corporation's initial agent
for service of process if a report required by Section 6210, 8210, or
6210 (made applicable by Section 9660), as the case may be, has been
filed.
9914. Section 5140 of the new public benefit corporation law
applies to subject corporations governed by the public benefit
corporation law, and Section 7140 of the new mutual benefit
corporation law applies to subject corporations governed by the
mutual benefit corporation law and Section 9140 of the new religious
corporation law applies to subject corporations governed by the
religious corporation law; but any statement in the articles of such
corporations prior to an amendment thereof pursuant to Section 9913,
relating to the powers of the corporation shall not be construed as a
limitation unless it is expressly stated as such.
9915. (a) Subdivision (a) of Section 5151 of the new public benefit
corporation law does not apply to subject corporations governed by
the public benefit corporation law, subdivision (a) of Section 7151
of the new mutual benefit corporation law does not apply to subject
corporations governed by the mutual benefit corporation law, and
subdivision (a) of Section 9151 of the new religious corporation law
does not apply to subject corporations governed by the religious
corporation law, but those corporations shall continue to be governed
by the prior nonprofit law unless and until an amendment of the
articles is filed pursuant to Section 9913. If an amendment makes any
change in the number of directors or the maximum or minimum number
of directors or makes change from a fixed to a variable board or vice
versa, it shall also be approved by the members (Section 5034).
(b) Notwithstanding subdivision (a), the new public benefit
corporation law, the new mutual benefit corporation law, or the new
religious corporation law, as appropriate, rather than the provisions
of the prior nonprofit law apply with the respect to determining the
limits on the number of directors.
9916. Subdivision (a) of Section 5213 of the new public benefit
corporation law applies to subject corporations governed by the
public benefit corporation law, subdivision (a) of Section 7213 of
the new mutual benefit corporation law apply to subject corporations
governed by the mutual benefit corporation law, and subdivision (a)
of Section 9213 of the new religious corporation law applies to
subject corporations governed by the religious corporation law; but
the "treasurer" of those corporations shall be deemed to be the
"chief financial officer," unless otherwise provided in the articles
or bylaws.
9916.5. Subdivisions (a) and (d) of Section 5220 apply to subject
corporations governed by the nonprofit public benefit corporation law
and subdivisions (a) and (d) of Section 7220 apply to subject
corporations governed by the nonprofit mutual benefit corporation
law, provided that:
(a) If a director on January 1, 1980, is serving a term in excess
of three years in duration, the director may continue to serve until
December 31, 1982, or until the expiration of the term whichever is
earlier.
(b) If, on January 1, 1980, more than one-third of the directors
of a corporation hold office by virtue of designation or selection,
they may continue to do so until December 31, 1982.
9917. Section 5238 governs any proposed indemnification by a public
benefit corporation, Section 7237 governs any proposed
indemnification by a mutual benefit corporation, and Section 9246
governs any proposed indemnification by a religious corporation,
after January 1, 1980, whether the events upon which the
indemnification is based occurred before or after January 1, 1980.
Any statement relating to indemnification contained in the articles
or bylaws of a subject corporation shall not be construed as limiting
the indemnification permitted by Section 5238, Section 7237, or
Section 9246 unless it is expressly stated as so intended.
9918. Section 7313 of the new mutual benefit corporation law
relating to membership certificates applies to the membership
certificates of a subject corporation if the certificates are issued
on or after January 1, 1980, and the prior nonprofit law shall
continue to govern certificates representing memberships issued prior
to January 1, 1980, unless and until an amendment of the articles is
filed pursuant to Section 9913.
9920. (a) The provisions of Chapter 5 (commencing with Section
5510) and Chapter 6 (commencing with Section 5610) of the new Public
Benefit Corporation Law apply to any meeting of members of a public
benefit corporation, the provisions of Chapter 5 (commencing with
Section 7510) and Chapter 6 (commencing with Section 7610) of the new
Mutual Benefit Corporation Law apply to any meeting of members of a
mutual benefit corporation, and the provisions of Chapter 4
(commencing with Section 9410) of the new Religious Corporation Law
apply to any meeting of members of a religious corporation, held on
or after January 1, 1980, and to any action by such members pursuant
to a written ballot, which becomes effective on or after January 1,
1980, and to any vote cast at such a meeting or ballot, given for
such action (whether or not a proxy or ballot was executed by the
member prior to January 1, 1980).
(b) Notwithstanding subdivision (a):
(1) The prior nonprofit law shall apply to any such meeting of
members and to any vote cast at such a meeting if such meeting was
initially called for a date prior to January 1, 1980, and notice
thereof was given to members entitled to vote thereat; and
(2) Where a proxy would be valid under the prior nonprofit law but
would not be valid for a public benefit corporation under the new
Public Benefit Corporation Law, for a mutual benefit corporation
under the new Mutual Benefit Corporation Law, or for a religious
corporation under the new Religious Corporation Law, and where the
proxy by its terms expires during or after 1980, such proxy may be
voted at meetings of members during 1980 (prior to its expiration
date) but not thereafter.
(3) Action taken by the board or the members after December 31,
1979, and before January 1, 1982, shall be valid if such action was
taken in compliance with the prior nonprofit law and the articles and
bylaws as they then existed, subject to the rights of any person who
acted in detrimental reliance upon the invalidity of such action
prior to Janaury 1, 1982. This subdivision does not validate any
provision in the articles or bylaws after December 31, 1981, which
does not comply with the then existing provisions of the new public
benefit, mutual benefit, or religious corporation law, as the case
may be.
9921. Section 5710 of the new public benefit corporation law
applies to actions commenced on or after January 1, 1980, with
respect to a public benefit corporation, and Section 7710 of the new
mutual benefit corporation law applies to actions commenced on or
after January 1, 1980, with respect to a mutual benefit corporation.
The prior nonprofit law governs actions commenced prior to but still
pending on January 1, 1980.
9922. Chapters 9 (commencing with Section 5910) and 10 (commencing
with Section 6010) of the new public benefit corporation law apply to
transactions consummated on or after January 1, 1980, by a public
benefit corporation or, subject to Sections 9630 and 9640, by a
religious corporation, and Chapters 9 (commencing with Section 7910)
and 10 (commencing with Section 8010) of the new mutual benefit
corporation law apply to transactions consummated on or after January
1, 1980, by a mutual benefit corporation, unless the approval
required by the prior nonprofit law has been given prior to January
1, 1980, or has been given on or after January 1, 1980, but at a
meeting of members initially called for a date prior to January 1,
1980, in which case the transaction shall be governed by the prior
nonprofit law.
9923. Chapters 15 (commencing with Section 6510) and 17 (commencing
with Section 6710) of the new public benefit corporation law apply
to acts for involuntary dissolution of a public benefit corporation
commenced on or after January 1, 1980, and Chapters 15 (commencing
with Section 8510) and 17 (commencing with Section 8710) of the new
mutual benefit corporation law apply to acts for involuntary
dissolution of a mutual benefit corporation commenced on or after
January 1, 1980; but the prior nonprofit law governs any such actions
commenced prior to but still pending on January 1, 1980.
9924. Chapters 16 (commencing with Section 6610) and 17 (commencing
with Section 6710) of the new public benefit corporation law apply
to any voluntary dissolution proceeding initiated with respect to a
public benefit corporation or, subject to Section 9680, with respect
to a religious corporation, by the filing on or after January 1,
1980, of an election to wind up and dissolve, and Chapters 16
(commencing with Section 8610) and 17 (commencing with Section 8710)
of the new mutual benefit corporation law apply to any voluntary
dissolution proceeding initiated with respect to a mutual benefit
corporation by the filing on or after January 1, 1980, of an election
to wind up and dissolve; but the prior nonprofit law governs any
such proceeding so initiated prior to January 1, 1980.
9925. When any corporate agent for service of process has been
designated prior to January 1, 1980, and such designation of agent
included a name of a city, town or village wherein the corporate
agent maintained an office, service on such agent may be effected at
any office of the agent set forth in the certificate of the corporate
agent filed pursuant to Section 6213 of the new public benefit
corporation law (applicable to public benefit corporations and,
subject to Section 9660, to religious corporations), Section 8213 of
the new mutual benefit corporation law, Section 1505 of the
Corporations Code, or filed pursuant to Section 3301.5, 3301.6,
6403.5, or 6403.6 of the Corporations Code as in effect prior to
January 1, 1977.
9926. Any subject corporation that existed on the first day of
January, 1873, and was formed under the laws of this state, which
corporation has not already elected to continue its existence under
the prior nonprofit law, may at any time elect to continue its
existence under the provisions of this code applicable thereto by the
unanimous vote of all its directors, or such election may be made at
any annual meeting of the members, or at any meeting called by the
directors especially for considering the subject, if voted by members
representing a majority of the voting power, or may be made by the
directors upon the written consent of that number of the members.
A certificate of the action of the directors, signed by them and
their secretary, when the election is made by their unanimous votes
or upon the written consent of the members, or a certificate of the
proceedings of the meeting of the members when the election is made
at any such meeting, signed by the chairman and secretary of the
meeting and a majority of the directors, shall be filed in the office
of the Secretary of State, and thereafter the corporation continues
its existence under the provisions of this code which are applicable
thereto, and possesses all the rights, and powers, and is subject to
all the obligations, restrictions, and limitations prescribed
thereby.
9927. If the corporate rights, privileges and powers of a
corporation have been suspended and are still suspended immediately
prior to January 1, 1980, pursuant to the prior nonprofit law as a
result of its incorporation of Sections 5700 through 5908 of the
prior law (Section 2300), such sections and provisions continue to
apply to such a corporation until restoration by the Controller
pursuant to such sections.
9928. (a) A corporation which was organized prior to January 1,
1971, under any statutory provisions other than the General
Corporation Law as then in effect (Division 1 (commencing with
Section 100) of Title 1 of the Corporations Code or predecessor
statutory provisions), has never filed a statement pursuant to
Section 6210 or 8210, has never filed a statement pursuant to former
Section 3301 and is not under suspension by the Franchise Tax Board,
shall be subject to suspension by the Secretary of State pursuant to
this section.
(b) Prior to taking action to suspend, the Secretary of State
shall, in accordance with Section 6061 of the Government Code,
publish a notice one time in a newspaper of general circulation
published in the county in which the articles require the principal
office of the corporation to be located. The notice shall identify
the corporation by name and corporate number and shall state that the
corporation shall be subject to suspension without further notice if
a statement pursuant to Section 6210 or 8210 is not filed within 60
days after the date of publication of the notice.
(c) Not less than 61 days and not more than 180 days after the
date of the publication, the Secretary of State may act to suspend
the corporation in accordance with subdivisions (a) and (b).
(d) The Secretary of State shall notify the Franchise Tax Board of
the suspension and thereupon, except for the purpose of amending the
articles to set forth a new name, the corporate powers, rights, and
privileges of the corporation are suspended.
(e) A statement pursuant to Section 6210 or 8210 may be filed
notwithstanding suspension of the corporate powers, rights and
privileges pursuant to this section or Section 23301, 23301.5, or
23775 of the Revenue and Taxation Code. Upon the filing of a
statement pursuant to Section 6210 or 8210 by a corporation which has
suffered suspension pursuant to this section, the Secretary of State
shall certify that fact to the Franchise Tax Board and the
corporation may thereupon, in accordance with Section 23305a of the
Revenue and Taxation Code, be relieved from suspension unless the
corporation is held in suspension by the Franchise Tax Board by
reason of Section 23301, 23301.5, or 23775 of the Revenue and
Taxation Code.
9910. As used in Sections 9910 to 9927 of this part:
(a) "New public benefit, mutual benefit and religious corporation
law" means Part 1 (commencing with Section 5002), Part 2 (commencing
with Section 5110), Part 3 (commencing with Section 7110), Part 4
(commencing with Section 9110) and Part 5 (commencing with Section
9910), of Division 2 of Title 1 of the Corporations Code enacted by
the California Legislature during the 1977-1978 Regular Session and,
except as required by Section 9912, operative January 1, 1980.
(b) "New public benefit corporation law" means Part 2 of the new
public benefit, mutual benefit and religious corporation law.
(c) "New mutual benefit corporation law" means Part 3 of the new
public benefit, mutual benefit, and religious corporation law.
(d) "New religious corporation law" means Part 4 of the new public
benefit, mutual benefit and religious corporation law.
(e) "Prior nonprofit law" means Part 1, Division 2 (commencing
with Section 9000) of Title 1 of the Corporations Code in effect on
December 31, 1979.
(f) "Subject corporation" means any corporation described in
paragraphs (3) through (5), inclusive, of subdivision (a) of Section
5003 and subject to the prior nonprofit law.
9911. (a) The new public benefit corporation law applies to all
corporations which are incorporated on or after January 1, 1980,
under Part 2 of this division or which are expressly governed by Part
2 pursuant to a particular provision of this division, Division 3
(commencing with Section 12000) or other specific statutory
provision.
(b) The new mutual benefit corporation law applies to all
corporations which are incorporated on or after January 1, 1980,
under Part 3 of this division or which are expressly governed by Part
3 pursuant to a particular provision of this division or Division 3
(commencing with Section 12000) or other specific statutory
provision.
(c) The new religious corporation law applies to all corporations
which are incorporated on or after January 1, 1980, under Part 4 of
this division or which are expressly governed by Part 4 pursuant to a
particular provision of this division, Division 3 (commencing with
Section 12000) or other specific statutory provision.
(d) Notwithstanding subdivisions (a) through (c), if articles of
incorporation intended to and in fact meeting the requirements of the
prior nonprofit law have been initially received by the Secretary of
State prior to January 1, 1980, and the matter is still pending on
that date, then the entity may be incorporated pursuant to the prior
nonprofit law if its articles are filed prior to May 1, 1980.
(e) Except as otherwise expressly provided in this part, (i) the
new public benefit corporation law applies to all subject
corporations referred to in Section 5060 and to all actions taken by
the directors, officers or members of such corporation on or after
January 1, 1980; (ii) the new mutual benefit corporation law applies
to all subject corporations referred to in Section 5059 and to all
actions taken by the directors, officers or members of such
corporations on or after January 1, 1980; and (iii) the new religious
corporation law applies to all subject corporations referred to in
Section 5061 and to all actions taken by the directors, officers or
members of such corporations on or after January 1, 1980.
(f) Except as otherwise expressly provided in this part, all of
the sections of the new public benefit, mutual benefit and religious
corporation law governing acts, contracts or other transactions by a
corporation or its directors, officers or members, apply only to
acts, contracts, or transactions occurring on or after January 1,
1980; and the prior nonprofit law governs acts, contracts or
transactions occurring before January 1, 1980.
(g) Except as otherwise expressly provided in this part, any vote
or consent by the directors or members of a corporation prior to
January 1, 1980, in accordance with the prior nonprofit law shall be
effective in accordance with that law; and if any certificate or
document is required to be filed in any public office of this state
relating to such vote or consent, it may be filed on or after January
1, 1980, in accordance with the prior nonprofit law.
9912. (a) Each corporation which is subject (pursuant to the terms
of the prior nonprofit law or some other specific statutory
provision) to the prior nonprofit law shall, on and after January 1,
1980, be subject to the new public benefit corporation law, the new
mutual benefit corporation law, or the new religious corporation law
based on the following:
(1) Any corporation of a type designated by statute as being
subject to the new public benefit corporation law, the new mutual
benefit corporation law, or the new religious corporation law, shall
be subject to such law.
(2) Any corporation organized primarily or exclusively for
religious purposes shall be subject to the new religious corporation
law.
(3) Any corporation which does not come within paragraphs 1 or 2
of this subdivision but which has received an exemption under Section
23701d of the Revenue and Taxation Code, shall be subject to the new
public benefit corporation law.
(4) Any corporation which does not come within paragraphs 1, 2, or
3 of this subdivision and all of the assets of which are irrevocably
dedicated to charitable or public purposes and which according to
its articles or bylaws must upon dissolution distribute its assets to
a person or persons carrying on a similar purpose or purposes shall
be subject to the new public benefit corporation law.
(5) Any corporation which does not come within paragraphs 1, 2, 3
or 4 of this subdivision and which permits distribution of assets to
its members upon dissolution shall be subject to the new mutual
benefit corporation law.
(6) Any corporation not otherwise described in this subdivision
shall be subject to the new mutual benefit corporation law.
(b) Prior to January 1, 1980, the Secretary of State's office
shall send a nonbinding, advisory notice to each corporation covered
by subdivision (a) indicating the type of corporation it is, based on
the rules set forth in subdivision (a) of this section.
(c) Notwithstanding subdivision (a), assets held by a mutual
benefit corporation in charitable trust shall be administered in
compliance with the provisions of the trust and in accordance with
any standards applicable pursuant to Section 7238.
(d) A corporation may petition the superior court of the proper
county to determine its status as a public benefit, mutual benefit or
religious corporation in accordance with subdivision (a). Notice of
the proceeding shall be given as the court may direct. Any member may
intervene. Notice of the proceeding shall be served on the Attorney
General who may intervene. A certified copy of any final judgment in
any such proceeding shall be filed with the Secretary of State.
(e) The Secretary of State may, in carrying out any obligation
arising under this article, require any information necessary on
existing corporations from the Franchise Tax Board or other state
agency.
9913. (a) The provisions of Sections 5130, 5131 and 5132 of the new
Public Benefit Corporation Law relating to the contents of articles
of incorporation do not apply to subject corporations designated as
public benefit corporations unless and until an amendment of the
articles is filed stating that the corporation elects to be governed
by all of the provisions of the new law not otherwise applicable to
it under this part.
(b) The provisions of Sections 7130, 7131, and 7132 of the new
Mutual Benefit Corporation Law relating to the contents of articles
of incorporation do not apply to subject corporations governed by the
Mutual Benefit Corporation Law unless and until an amendment of the
articles of incorporation is filed stating that the corporation
elects to be governed by all of the provisions of the new law not
otherwise applicable to it under this part.
(c) The provisions of Sections 9130, 9131, and 9132 of the new
Religious Corporation Law relating to the contents of articles of
incorporation do not apply to subject corporations governed by the
Religious Corporation Law unless and until an amendment of the
articles is filed stating that the corporation elects to be governed
by all of the provisions of the new law not otherwise applicable to
it under this part.
(d) The amendment described in subdivision (a) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
public benefit corporation to Section 5130 and the deletion of any
references to the location of principal office and deleting any
statement regarding the number of directors or conforming any such
statement to Section 5151 (subject to Section 9915), it shall also be
approved by the members (Section 5034) if such approval is otherwise
required for the changes made.
(e) The amendment described in subdivision (b) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
mutual benefit corporation to subdivisions (a) and (b) of Section
7130 and the deletion of any references to the location of principal
office and deleting any statement regarding the number of directors
or conforming any such statement to Section 7151 (subject to Section
9915), it shall also be approved by the members (Section 5034) if
such approval is otherwise required for the changes made.
(f) The amendment described in subdivision (c) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
religious corporation to Section 9130 and the deletion of any
references to the location of principal office and deleting any
statement regarding the number of directors or conforming any such
statement to Section 9151 (subject to Section 9915), it shall also be
approved by the members (Section 5034) if such approval is otherwise
required for the changes made.
(g) The amendment shall not name the corporation's initial agent
for service of process if a report required by Section 6210, 8210, or
6210 (made applicable by Section 9660), as the case may be, has been
filed.
9914. Section 5140 of the new public benefit corporation law
applies to subject corporations governed by the public benefit
corporation law, and Section 7140 of the new mutual benefit
corporation law applies to subject corporations governed by the
mutual benefit corporation law and Section 9140 of the new religious
corporation law applies to subject corporations governed by the
religious corporation law; but any statement in the articles of such
corporations prior to an amendment thereof pursuant to Section 9913,
relating to the powers of the corporation shall not be construed as a
limitation unless it is expressly stated as such.
9915. (a) Subdivision (a) of Section 5151 of the new public benefit
corporation law does not apply to subject corporations governed by
the public benefit corporation law, subdivision (a) of Section 7151
of the new mutual benefit corporation law does not apply to subject
corporations governed by the mutual benefit corporation law, and
subdivision (a) of Section 9151 of the new religious corporation law
does not apply to subject corporations governed by the religious
corporation law, but those corporations shall continue to be governed
by the prior nonprofit law unless and until an amendment of the
articles is filed pursuant to Section 9913. If an amendment makes any
change in the number of directors or the maximum or minimum number
of directors or makes change from a fixed to a variable board or vice
versa, it shall also be approved by the members (Section 5034).
(b) Notwithstanding subdivision (a), the new public benefit
corporation law, the new mutual benefit corporation law, or the new
religious corporation law, as appropriate, rather than the provisions
of the prior nonprofit law apply with the respect to determining the
limits on the number of directors.
9916. Subdivision (a) of Section 5213 of the new public benefit
corporation law applies to subject corporations governed by the
public benefit corporation law, subdivision (a) of Section 7213 of
the new mutual benefit corporation law apply to subject corporations
governed by the mutual benefit corporation law, and subdivision (a)
of Section 9213 of the new religious corporation law applies to
subject corporations governed by the religious corporation law; but
the "treasurer" of those corporations shall be deemed to be the
"chief financial officer," unless otherwise provided in the articles
or bylaws.
9916.5. Subdivisions (a) and (d) of Section 5220 apply to subject
corporations governed by the nonprofit public benefit corporation law
and subdivisions (a) and (d) of Section 7220 apply to subject
corporations governed by the nonprofit mutual benefit corporation
law, provided that:
(a) If a director on January 1, 1980, is serving a term in excess
of three years in duration, the director may continue to serve until
December 31, 1982, or until the expiration of the term whichever is
earlier.
(b) If, on January 1, 1980, more than one-third of the directors
of a corporation hold office by virtue of designation or selection,
they may continue to do so until December 31, 1982.
9917. Section 5238 governs any proposed indemnification by a public
benefit corporation, Section 7237 governs any proposed
indemnification by a mutual benefit corporation, and Section 9246
governs any proposed indemnification by a religious corporation,
after January 1, 1980, whether the events upon which the
indemnification is based occurred before or after January 1, 1980.
Any statement relating to indemnification contained in the articles
or bylaws of a subject corporation shall not be construed as limiting
the indemnification permitted by Section 5238, Section 7237, or
Section 9246 unless it is expressly stated as so intended.
9918. Section 7313 of the new mutual benefit corporation law
relating to membership certificates applies to the membership
certificates of a subject corporation if the certificates are issued
on or after January 1, 1980, and the prior nonprofit law shall
continue to govern certificates representing memberships issued prior
to January 1, 1980, unless and until an amendment of the articles is
filed pursuant to Section 9913.
9920. (a) The provisions of Chapter 5 (commencing with Section
5510) and Chapter 6 (commencing with Section 5610) of the new Public
Benefit Corporation Law apply to any meeting of members of a public
benefit corporation, the provisions of Chapter 5 (commencing with
Section 7510) and Chapter 6 (commencing with Section 7610) of the new
Mutual Benefit Corporation Law apply to any meeting of members of a
mutual benefit corporation, and the provisions of Chapter 4
(commencing with Section 9410) of the new Religious Corporation Law
apply to any meeting of members of a religious corporation, held on
or after January 1, 1980, and to any action by such members pursuant
to a written ballot, which becomes effective on or after January 1,
1980, and to any vote cast at such a meeting or ballot, given for
such action (whether or not a proxy or ballot was executed by the
member prior to January 1, 1980).
(b) Notwithstanding subdivision (a):
(1) The prior nonprofit law shall apply to any such meeting of
members and to any vote cast at such a meeting if such meeting was
initially called for a date prior to January 1, 1980, and notice
thereof was given to members entitled to vote thereat; and
(2) Where a proxy would be valid under the prior nonprofit law but
would not be valid for a public benefit corporation under the new
Public Benefit Corporation Law, for a mutual benefit corporation
under the new Mutual Benefit Corporation Law, or for a religious
corporation under the new Religious Corporation Law, and where the
proxy by its terms expires during or after 1980, such proxy may be
voted at meetings of members during 1980 (prior to its expiration
date) but not thereafter.
(3) Action taken by the board or the members after December 31,
1979, and before January 1, 1982, shall be valid if such action was
taken in compliance with the prior nonprofit law and the articles and
bylaws as they then existed, subject to the rights of any person who
acted in detrimental reliance upon the invalidity of such action
prior to Janaury 1, 1982. This subdivision does not validate any
provision in the articles or bylaws after December 31, 1981, which
does not comply with the then existing provisions of the new public
benefit, mutual benefit, or religious corporation law, as the case
may be.
9921. Section 5710 of the new public benefit corporation law
applies to actions commenced on or after January 1, 1980, with
respect to a public benefit corporation, and Section 7710 of the new
mutual benefit corporation law applies to actions commenced on or
after January 1, 1980, with respect to a mutual benefit corporation.
The prior nonprofit law governs actions commenced prior to but still
pending on January 1, 1980.
9922. Chapters 9 (commencing with Section 5910) and 10 (commencing
with Section 6010) of the new public benefit corporation law apply to
transactions consummated on or after January 1, 1980, by a public
benefit corporation or, subject to Sections 9630 and 9640, by a
religious corporation, and Chapters 9 (commencing with Section 7910)
and 10 (commencing with Section 8010) of the new mutual benefit
corporation law apply to transactions consummated on or after January
1, 1980, by a mutual benefit corporation, unless the approval
required by the prior nonprofit law has been given prior to January
1, 1980, or has been given on or after January 1, 1980, but at a
meeting of members initially called for a date prior to January 1,
1980, in which case the transaction shall be governed by the prior
nonprofit law.
9923. Chapters 15 (commencing with Section 6510) and 17 (commencing
with Section 6710) of the new public benefit corporation law apply
to acts for involuntary dissolution of a public benefit corporation
commenced on or after January 1, 1980, and Chapters 15 (commencing
with Section 8510) and 17 (commencing with Section 8710) of the new
mutual benefit corporation law apply to acts for involuntary
dissolution of a mutual benefit corporation commenced on or after
January 1, 1980; but the prior nonprofit law governs any such actions
commenced prior to but still pending on January 1, 1980.
9924. Chapters 16 (commencing with Section 6610) and 17 (commencing
with Section 6710) of the new public benefit corporation law apply
to any voluntary dissolution proceeding initiated with respect to a
public benefit corporation or, subject to Section 9680, with respect
to a religious corporation, by the filing on or after January 1,
1980, of an election to wind up and dissolve, and Chapters 16
(commencing with Section 8610) and 17 (commencing with Section 8710)
of the new mutual benefit corporation law apply to any voluntary
dissolution proceeding initiated with respect to a mutual benefit
corporation by the filing on or after January 1, 1980, of an election
to wind up and dissolve; but the prior nonprofit law governs any
such proceeding so initiated prior to January 1, 1980.
9925. When any corporate agent for service of process has been
designated prior to January 1, 1980, and such designation of agent
included a name of a city, town or village wherein the corporate
agent maintained an office, service on such agent may be effected at
any office of the agent set forth in the certificate of the corporate
agent filed pursuant to Section 6213 of the new public benefit
corporation law (applicable to public benefit corporations and,
subject to Section 9660, to religious corporations), Section 8213 of
the new mutual benefit corporation law, Section 1505 of the
Corporations Code, or filed pursuant to Section 3301.5, 3301.6,
6403.5, or 6403.6 of the Corporations Code as in effect prior to
January 1, 1977.
9926. Any subject corporation that existed on the first day of
January, 1873, and was formed under the laws of this state, which
corporation has not already elected to continue its existence under
the prior nonprofit law, may at any time elect to continue its
existence under the provisions of this code applicable thereto by the
unanimous vote of all its directors, or such election may be made at
any annual meeting of the members, or at any meeting called by the
directors especially for considering the subject, if voted by members
representing a majority of the voting power, or may be made by the
directors upon the written consent of that number of the members.
A certificate of the action of the directors, signed by them and
their secretary, when the election is made by their unanimous votes
or upon the written consent of the members, or a certificate of the
proceedings of the meeting of the members when the election is made
at any such meeting, signed by the chairman and secretary of the
meeting and a majority of the directors, shall be filed in the office
of the Secretary of State, and thereafter the corporation continues
its existence under the provisions of this code which are applicable
thereto, and possesses all the rights, and powers, and is subject to
all the obligations, restrictions, and limitations prescribed
thereby.
9927. If the corporate rights, privileges and powers of a
corporation have been suspended and are still suspended immediately
prior to January 1, 1980, pursuant to the prior nonprofit law as a
result of its incorporation of Sections 5700 through 5908 of the
prior law (Section 2300), such sections and provisions continue to
apply to such a corporation until restoration by the Controller
pursuant to such sections.
9928. (a) A corporation which was organized prior to January 1,
1971, under any statutory provisions other than the General
Corporation Law as then in effect (Division 1 (commencing with
Section 100) of Title 1 of the Corporations Code or predecessor
statutory provisions), has never filed a statement pursuant to
Section 6210 or 8210, has never filed a statement pursuant to former
Section 3301 and is not under suspension by the Franchise Tax Board,
shall be subject to suspension by the Secretary of State pursuant to
this section.
(b) Prior to taking action to suspend, the Secretary of State
shall, in accordance with Section 6061 of the Government Code,
publish a notice one time in a newspaper of general circulation
published in the county in which the articles require the principal
office of the corporation to be located. The notice shall identify
the corporation by name and corporate number and shall state that the
corporation shall be subject to suspension without further notice if
a statement pursuant to Section 6210 or 8210 is not filed within 60
days after the date of publication of the notice.
(c) Not less than 61 days and not more than 180 days after the
date of the publication, the Secretary of State may act to suspend
the corporation in accordance with subdivisions (a) and (b).
(d) The Secretary of State shall notify the Franchise Tax Board of
the suspension and thereupon, except for the purpose of amending the
articles to set forth a new name, the corporate powers, rights, and
privileges of the corporation are suspended.
(e) A statement pursuant to Section 6210 or 8210 may be filed
notwithstanding suspension of the corporate powers, rights and
privileges pursuant to this section or Section 23301, 23301.5, or
23775 of the Revenue and Taxation Code. Upon the filing of a
statement pursuant to Section 6210 or 8210 by a corporation which has
suffered suspension pursuant to this section, the Secretary of State
shall certify that fact to the Franchise Tax Board and the
corporation may thereupon, in accordance with Section 23305a of the
Revenue and Taxation Code, be relieved from suspension unless the
corporation is held in suspension by the Franchise Tax Board by
reason of Section 23301, 23301.5, or 23775 of the Revenue and
Taxation Code.
9910. As used in Sections 9910 to 9927 of this part:
(a) "New public benefit, mutual benefit and religious corporation
law" means Part 1 (commencing with Section 5002), Part 2 (commencing
with Section 5110), Part 3 (commencing with Section 7110), Part 4
(commencing with Section 9110) and Part 5 (commencing with Section
9910), of Division 2 of Title 1 of the Corporations Code enacted by
the California Legislature during the 1977-1978 Regular Session and,
except as required by Section 9912, operative January 1, 1980.
(b) "New public benefit corporation law" means Part 2 of the new
public benefit, mutual benefit and religious corporation law.
(c) "New mutual benefit corporation law" means Part 3 of the new
public benefit, mutual benefit, and religious corporation law.
(d) "New religious corporation law" means Part 4 of the new public
benefit, mutual benefit and religious corporation law.
(e) "Prior nonprofit law" means Part 1, Division 2 (commencing
with Section 9000) of Title 1 of the Corporations Code in effect on
December 31, 1979.
(f) "Subject corporation" means any corporation described in
paragraphs (3) through (5), inclusive, of subdivision (a) of Section
5003 and subject to the prior nonprofit law.
9911. (a) The new public benefit corporation law applies to all
corporations which are incorporated on or after January 1, 1980,
under Part 2 of this division or which are expressly governed by Part
2 pursuant to a particular provision of this division, Division 3
(commencing with Section 12000) or other specific statutory
provision.
(b) The new mutual benefit corporation law applies to all
corporations which are incorporated on or after January 1, 1980,
under Part 3 of this division or which are expressly governed by Part
3 pursuant to a particular provision of this division or Division 3
(commencing with Section 12000) or other specific statutory
provision.
(c) The new religious corporation law applies to all corporations
which are incorporated on or after January 1, 1980, under Part 4 of
this division or which are expressly governed by Part 4 pursuant to a
particular provision of this division, Division 3 (commencing with
Section 12000) or other specific statutory provision.
(d) Notwithstanding subdivisions (a) through (c), if articles of
incorporation intended to and in fact meeting the requirements of the
prior nonprofit law have been initially received by the Secretary of
State prior to January 1, 1980, and the matter is still pending on
that date, then the entity may be incorporated pursuant to the prior
nonprofit law if its articles are filed prior to May 1, 1980.
(e) Except as otherwise expressly provided in this part, (i) the
new public benefit corporation law applies to all subject
corporations referred to in Section 5060 and to all actions taken by
the directors, officers or members of such corporation on or after
January 1, 1980; (ii) the new mutual benefit corporation law applies
to all subject corporations referred to in Section 5059 and to all
actions taken by the directors, officers or members of such
corporations on or after January 1, 1980; and (iii) the new religious
corporation law applies to all subject corporations referred to in
Section 5061 and to all actions taken by the directors, officers or
members of such corporations on or after January 1, 1980.
(f) Except as otherwise expressly provided in this part, all of
the sections of the new public benefit, mutual benefit and religious
corporation law governing acts, contracts or other transactions by a
corporation or its directors, officers or members, apply only to
acts, contracts, or transactions occurring on or after January 1,
1980; and the prior nonprofit law governs acts, contracts or
transactions occurring before January 1, 1980.
(g) Except as otherwise expressly provided in this part, any vote
or consent by the directors or members of a corporation prior to
January 1, 1980, in accordance with the prior nonprofit law shall be
effective in accordance with that law; and if any certificate or
document is required to be filed in any public office of this state
relating to such vote or consent, it may be filed on or after January
1, 1980, in accordance with the prior nonprofit law.
9912. (a) Each corporation which is subject (pursuant to the terms
of the prior nonprofit law or some other specific statutory
provision) to the prior nonprofit law shall, on and after January 1,
1980, be subject to the new public benefit corporation law, the new
mutual benefit corporation law, or the new religious corporation law
based on the following:
(1) Any corporation of a type designated by statute as being
subject to the new public benefit corporation law, the new mutual
benefit corporation law, or the new religious corporation law, shall
be subject to such law.
(2) Any corporation organized primarily or exclusively for
religious purposes shall be subject to the new religious corporation
law.
(3) Any corporation which does not come within paragraphs 1 or 2
of this subdivision but which has received an exemption under Section
23701d of the Revenue and Taxation Code, shall be subject to the new
public benefit corporation law.
(4) Any corporation which does not come within paragraphs 1, 2, or
3 of this subdivision and all of the assets of which are irrevocably
dedicated to charitable or public purposes and which according to
its articles or bylaws must upon dissolution distribute its assets to
a person or persons carrying on a similar purpose or purposes shall
be subject to the new public benefit corporation law.
(5) Any corporation which does not come within paragraphs 1, 2, 3
or 4 of this subdivision and which permits distribution of assets to
its members upon dissolution shall be subject to the new mutual
benefit corporation law.
(6) Any corporation not otherwise described in this subdivision
shall be subject to the new mutual benefit corporation law.
(b) Prior to January 1, 1980, the Secretary of State's office
shall send a nonbinding, advisory notice to each corporation covered
by subdivision (a) indicating the type of corporation it is, based on
the rules set forth in subdivision (a) of this section.
(c) Notwithstanding subdivision (a), assets held by a mutual
benefit corporation in charitable trust shall be administered in
compliance with the provisions of the trust and in accordance with
any standards applicable pursuant to Section 7238.
(d) A corporation may petition the superior court of the proper
county to determine its status as a public benefit, mutual benefit or
religious corporation in accordance with subdivision (a). Notice of
the proceeding shall be given as the court may direct. Any member may
intervene. Notice of the proceeding shall be served on the Attorney
General who may intervene. A certified copy of any final judgment in
any such proceeding shall be filed with the Secretary of State.
(e) The Secretary of State may, in carrying out any obligation
arising under this article, require any information necessary on
existing corporations from the Franchise Tax Board or other state
agency.
9913. (a) The provisions of Sections 5130, 5131 and 5132 of the new
Public Benefit Corporation Law relating to the contents of articles
of incorporation do not apply to subject corporations designated as
public benefit corporations unless and until an amendment of the
articles is filed stating that the corporation elects to be governed
by all of the provisions of the new law not otherwise applicable to
it under this part.
(b) The provisions of Sections 7130, 7131, and 7132 of the new
Mutual Benefit Corporation Law relating to the contents of articles
of incorporation do not apply to subject corporations governed by the
Mutual Benefit Corporation Law unless and until an amendment of the
articles of incorporation is filed stating that the corporation
elects to be governed by all of the provisions of the new law not
otherwise applicable to it under this part.
(c) The provisions of Sections 9130, 9131, and 9132 of the new
Religious Corporation Law relating to the contents of articles of
incorporation do not apply to subject corporations governed by the
Religious Corporation Law unless and until an amendment of the
articles is filed stating that the corporation elects to be governed
by all of the provisions of the new law not otherwise applicable to
it under this part.
(d) The amendment described in subdivision (a) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
public benefit corporation to Section 5130 and the deletion of any
references to the location of principal office and deleting any
statement regarding the number of directors or conforming any such
statement to Section 5151 (subject to Section 9915), it shall also be
approved by the members (Section 5034) if such approval is otherwise
required for the changes made.
(e) The amendment described in subdivision (b) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
mutual benefit corporation to subdivisions (a) and (b) of Section
7130 and the deletion of any references to the location of principal
office and deleting any statement regarding the number of directors
or conforming any such statement to Section 7151 (subject to Section
9915), it shall also be approved by the members (Section 5034) if
such approval is otherwise required for the changes made.
(f) The amendment described in subdivision (c) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
religious corporation to Section 9130 and the deletion of any
references to the location of principal office and deleting any
statement regarding the number of directors or conforming any such
statement to Section 9151 (subject to Section 9915), it shall also be
approved by the members (Section 5034) if such approval is otherwise
required for the changes made.
(g) The amendment shall not name the corporation's initial agent
for service of process if a report required by Section 6210, 8210, or
6210 (made applicable by Section 9660), as the case may be, has been
filed.
9914. Section 5140 of the new public benefit corporation law
applies to subject corporations governed by the public benefit
corporation law, and Section 7140 of the new mutual benefit
corporation law applies to subject corporations governed by the
mutual benefit corporation law and Section 9140 of the new religious
corporation law applies to subject corporations governed by the
religious corporation law; but any statement in the articles of such
corporations prior to an amendment thereof pursuant to Section 9913,
relating to the powers of the corporation shall not be construed as a
limitation unless it is expressly stated as such.
9915. (a) Subdivision (a) of Section 5151 of the new public benefit
corporation law does not apply to subject corporations governed by
the public benefit corporation law, subdivision (a) of Section 7151
of the new mutual benefit corporation law does not apply to subject
corporations governed by the mutual benefit corporation law, and
subdivision (a) of Section 9151 of the new religious corporation law
does not apply to subject corporations governed by the religious
corporation law, but those corporations shall continue to be governed
by the prior nonprofit law unless and until an amendment of the
articles is filed pursuant to Section 9913. If an amendment makes any
change in the number of directors or the maximum or minimum number
of directors or makes change from a fixed to a variable board or vice
versa, it shall also be approved by the members (Section 5034).
(b) Notwithstanding subdivision (a), the new public benefit
corporation law, the new mutual benefit corporation law, or the new
religious corporation law, as appropriate, rather than the provisions
of the prior nonprofit law apply with the respect to determining the
limits on the number of directors.
9916. Subdivision (a) of Section 5213 of the new public benefit
corporation law applies to subject corporations governed by the
public benefit corporation law, subdivision (a) of Section 7213 of
the new mutual benefit corporation law apply to subject corporations
governed by the mutual benefit corporation law, and subdivision (a)
of Section 9213 of the new religious corporation law applies to
subject corporations governed by the religious corporation law; but
the "treasurer" of those corporations shall be deemed to be the
"chief financial officer," unless otherwise provided in the articles
or bylaws.
9916.5. Subdivisions (a) and (d) of Section 5220 apply to subject
corporations governed by the nonprofit public benefit corporation law
and subdivisions (a) and (d) of Section 7220 apply to subject
corporations governed by the nonprofit mutual benefit corporation
law, provided that:
(a) If a director on January 1, 1980, is serving a term in excess
of three years in duration, the director may continue to serve until
December 31, 1982, or until the expiration of the term whichever is
earlier.
(b) If, on January 1, 1980, more than one-third of the directors
of a corporation hold office by virtue of designation or selection,
they may continue to do so until December 31, 1982.
9917. Section 5238 governs any proposed indemnification by a public
benefit corporation, Section 7237 governs any proposed
indemnification by a mutual benefit corporation, and Section 9246
governs any proposed indemnification by a religious corporation,
after January 1, 1980, whether the events upon which the
indemnification is based occurred before or after January 1, 1980.
Any statement relating to indemnification contained in the articles
or bylaws of a subject corporation shall not be construed as limiting
the indemnification permitted by Section 5238, Section 7237, or
Section 9246 unless it is expressly stated as so intended.
9918. Section 7313 of the new mutual benefit corporation law
relating to membership certificates applies to the membership
certificates of a subject corporation if the certificates are issued
on or after January 1, 1980, and the prior nonprofit law shall
continue to govern certificates representing memberships issued prior
to January 1, 1980, unless and until an amendment of the articles is
filed pursuant to Section 9913.
9920. (a) The provisions of Chapter 5 (commencing with Section
5510) and Chapter 6 (commencing with Section 5610) of the new Public
Benefit Corporation Law apply to any meeting of members of a public
benefit corporation, the provisions of Chapter 5 (commencing with
Section 7510) and Chapter 6 (commencing with Section 7610) of the new
Mutual Benefit Corporation Law apply to any meeting of members of a
mutual benefit corporation, and the provisions of Chapter 4
(commencing with Section 9410) of the new Religious Corporation Law
apply to any meeting of members of a religious corporation, held on
or after January 1, 1980, and to any action by such members pursuant
to a written ballot, which becomes effective on or after January 1,
1980, and to any vote cast at such a meeting or ballot, given for
such action (whether or not a proxy or ballot was executed by the
member prior to January 1, 1980).
(b) Notwithstanding subdivision (a):
(1) The prior nonprofit law shall apply to any such meeting of
members and to any vote cast at such a meeting if such meeting was
initially called for a date prior to January 1, 1980, and notice
thereof was given to members entitled to vote thereat; and
(2) Where a proxy would be valid under the prior nonprofit law but
would not be valid for a public benefit corporation under the new
Public Benefit Corporation Law, for a mutual benefit corporation
under the new Mutual Benefit Corporation Law, or for a religious
corporation under the new Religious Corporation Law, and where the
proxy by its terms expires during or after 1980, such proxy may be
voted at meetings of members during 1980 (prior to its expiration
date) but not thereafter.
(3) Action taken by the board or the members after December 31,
1979, and before January 1, 1982, shall be valid if such action was
taken in compliance with the prior nonprofit law and the articles and
bylaws as they then existed, subject to the rights of any person who
acted in detrimental reliance upon the invalidity of such action
prior to Janaury 1, 1982. This subdivision does not validate any
provision in the articles or bylaws after December 31, 1981, which
does not comply with the then existing provisions of the new public
benefit, mutual benefit, or religious corporation law, as the case
may be.
9921. Section 5710 of the new public benefit corporation law
applies to actions commenced on or after January 1, 1980, with
respect to a public benefit corporation, and Section 7710 of the new
mutual benefit corporation law applies to actions commenced on or
after January 1, 1980, with respect to a mutual benefit corporation.
The prior nonprofit law governs actions commenced prior to but still
pending on January 1, 1980.
9922. Chapters 9 (commencing with Section 5910) and 10 (commencing
with Section 6010) of the new public benefit corporation law apply to
transactions consummated on or after January 1, 1980, by a public
benefit corporation or, subject to Sections 9630 and 9640, by a
religious corporation, and Chapters 9 (commencing with Section 7910)
and 10 (commencing with Section 8010) of the new mutual benefit
corporation law apply to transactions consummated on or after January
1, 1980, by a mutual benefit corporation, unless the approval
required by the prior nonprofit law has been given prior to January
1, 1980, or has been given on or after January 1, 1980, but at a
meeting of members initially called for a date prior to January 1,
1980, in which case the transaction shall be governed by the prior
nonprofit law.
9923. Chapters 15 (commencing with Section 6510) and 17 (commencing
with Section 6710) of the new public benefit corporation law apply
to acts for involuntary dissolution of a public benefit corporation
commenced on or after January 1, 1980, and Chapters 15 (commencing
with Section 8510) and 17 (commencing with Section 8710) of the new
mutual benefit corporation law apply to acts for involuntary
dissolution of a mutual benefit corporation commenced on or after
January 1, 1980; but the prior nonprofit law governs any such actions
commenced prior to but still pending on January 1, 1980.
9924. Chapters 16 (commencing with Section 6610) and 17 (commencing
with Section 6710) of the new public benefit corporation law apply
to any voluntary dissolution proceeding initiated with respect to a
public benefit corporation or, subject to Section 9680, with respect
to a religious corporation, by the filing on or after January 1,
1980, of an election to wind up and dissolve, and Chapters 16
(commencing with Section 8610) and 17 (commencing with Section 8710)
of the new mutual benefit corporation law apply to any voluntary
dissolution proceeding initiated with respect to a mutual benefit
corporation by the filing on or after January 1, 1980, of an election
to wind up and dissolve; but the prior nonprofit law governs any
such proceeding so initiated prior to January 1, 1980.
9925. When any corporate agent for service of process has been
designated prior to January 1, 1980, and such designation of agent
included a name of a city, town or village wherein the corporate
agent maintained an office, service on such agent may be effected at
any office of the agent set forth in the certificate of the corporate
agent filed pursuant to Section 6213 of the new public benefit
corporation law (applicable to public benefit corporations and,
subject to Section 9660, to religious corporations), Section 8213 of
the new mutual benefit corporation law, Section 1505 of the
Corporations Code, or filed pursuant to Section 3301.5, 3301.6,
6403.5, or 6403.6 of the Corporations Code as in effect prior to
January 1, 1977.
9926. Any subject corporation that existed on the first day of
January, 1873, and was formed under the laws of this state, which
corporation has not already elected to continue its existence under
the prior nonprofit law, may at any time elect to continue its
existence under the provisions of this code applicable thereto by the
unanimous vote of all its directors, or such election may be made at
any annual meeting of the members, or at any meeting called by the
directors especially for considering the subject, if voted by members
representing a majority of the voting power, or may be made by the
directors upon the written consent of that number of the members.
A certificate of the action of the directors, signed by them and
their secretary, when the election is made by their unanimous votes
or upon the written consent of the members, or a certificate of the
proceedings of the meeting of the members when the election is made
at any such meeting, signed by the chairman and secretary of the
meeting and a majority of the directors, shall be filed in the office
of the Secretary of State, and thereafter the corporation continues
its existence under the provisions of this code which are applicable
thereto, and possesses all the rights, and powers, and is subject to
all the obligations, restrictions, and limitations prescribed
thereby.
9927. If the corporate rights, privileges and powers of a
corporation have been suspended and are still suspended immediately
prior to January 1, 1980, pursuant to the prior nonprofit law as a
result of its incorporation of Sections 5700 through 5908 of the
prior law (Section 2300), such sections and provisions continue to
apply to such a corporation until restoration by the Controller
pursuant to such sections.
9928. (a) A corporation which was organized prior to January 1,
1971, under any statutory provisions other than the General
Corporation Law as then in effect (Division 1 (commencing with
Section 100) of Title 1 of the Corporations Code or predecessor
statutory provisions), has never filed a statement pursuant to
Section 6210 or 8210, has never filed a statement pursuant to former
Section 3301 and is not under suspension by the Franchise Tax Board,
shall be subject to suspension by the Secretary of State pursuant to
this section.
(b) Prior to taking action to suspend, the Secretary of State
shall, in accordance with Section 6061 of the Government Code,
publish a notice one time in a newspaper of general circulation
published in the county in which the articles require the principal
office of the corporation to be located. The notice shall identify
the corporation by name and corporate number and shall state that the
corporation shall be subject to suspension without further notice if
a statement pursuant to Section 6210 or 8210 is not filed within 60
days after the date of publication of the notice.
(c) Not less than 61 days and not more than 180 days after the
date of the publication, the Secretary of State may act to suspend
the corporation in accordance with subdivisions (a) and (b).
(d) The Secretary of State shall notify the Franchise Tax Board of
the suspension and thereupon, except for the purpose of amending the
articles to set forth a new name, the corporate powers, rights, and
privileges of the corporation are suspended.
(e) A statement pursuant to Section 6210 or 8210 may be filed
notwithstanding suspension of the corporate powers, rights and
privileges pursuant to this section or Section 23301, 23301.5, or
23775 of the Revenue and Taxation Code. Upon the filing of a
statement pursuant to Section 6210 or 8210 by a corporation which has
suffered suspension pursuant to this section, the Secretary of State
shall certify that fact to the Franchise Tax Board and the
corporation may thereupon, in accordance with Section 23305a of the
Revenue and Taxation Code, be relieved from suspension unless the
corporation is held in suspension by the Franchise Tax Board by
reason of Section 23301, 23301.5, or 23775 of the Revenue and
Taxation Code.
