This section states that the general rules and definitions in this part are used to interpret parts of the division that start with Sections 5110, 7110, 9110, and 9910, unless stated otherwise or the situation calls for a different approach.

This law explains which corporations are affected by certain parts of the California Corporations Code. It includes corporations organized under specific parts of the code or those that became subject to nonprofit laws after January 1, 1980. The rule ensures that existing corporations aren't affected by changes in the law that established them. It also protects against losing any legal claims against a corporation due to changes or updates in the law.

This law states that if you need to take legal action against a corporation, you should follow the rules set out in the Code of Civil Procedure.

For a corporation to legally exist, it must comply with rules that allow its property to be seized or held by court order if needed for legal proceedings.

This law allows certain nonprofit organizations, which provide health or human services, to insure themselves and their members for various liabilities, like injuries or damage to property. However, such corporations must form a nonprofit pool with at least two other similar organizations to handle these self-insured claims. The insurance pool is not regulated like standard insurance and must clearly notify members of this. Companies cannot use these funds to cover punitive damages against employees. The pool needs at least $250,000 to start and certain types need $5 million in assets to operate. Organizations involved must commit to financially sustaining the pool.

This section allows for the correction of errors in documents related to domestic or foreign corporations that have been filed with the state, like agreements or certificates. If there's a mistake in a document, a 'Certificate of Correction' can be filed to fix it. However, this correction cannot change any board or member resolutions or amend articles that wouldn't have been allowed when initially filed. The certificate must include the corporation's name, the original filing date, and the correction details. It won't change the document's original effective date or affect any rights or obligations existing before the correction unless those were based on the error and no one relied on it detrimentally.

When you submit a document to the California Secretary of State, they'll file it if it follows the rules, and the filing date will be when they received it, unless you ask for a future date. They can file it up to 90 days later, even on weekends or holidays, as long as they have it at least a day in advance. If there's a problem with your document, you can fix it and submit it again with a lawyer's opinion that it meets legal standards. If a document specifies a delayed date to take effect, you can cancel it before that date by filing a notice. When submitting documents, you must include your corporation's name and ID as listed with the Secretary of State.

If a check used to pay a filing fee or franchise tax for corporate paperwork bounces, the Secretary of State can cancel the filing. They'll send a warning within 90 days, giving at least 20 days' notice before canceling the filing unless payment is made with a cashier's check or similar method.

If a corporation doesn't file certain required statements for two years and has already been penalized for missing the deadline, it may face suspension instead of more penalties. The Secretary of State will warn the company that its rights will be suspended in 60 days unless they file the missing statement. If they still fail to do so, their corporate powers are suspended, except for certain specific actions. However, if they eventually file the statement, they can regain their corporate powers, as long as they're not suspended for tax reasons.

This law outlines the process for dissolving or surrendering a nonprofit or foreign corporation in California if its corporate powers have been suspended by the tax board for at least 48 months. Before this happens, the corporation will be notified by mail or via a website notice. If the corporation objects to the dissolution, it has 60 days to respond and 90 days to resolve its tax issues, which can be extended once. If no action is taken, the corporation is dissolved or surrendered, and its tax liabilities are canceled, although responsibilities to creditors remain. The Attorney General retains the right to enforce liabilities related to these dissolved entities.

This law section says that whenever mailing is mentioned in certain parts of the corporate statute, it means using first, second, or third-class mail with the postage already paid. If registered mail is specifically mentioned, it also includes the use of certified mail.

This section explains how voting rights in a corporation work if the rules set different numbers of votes per membership. It clarifies that decisions requiring a majority are based on the number of votes, not the number of memberships. Also, if certain members can't vote on a matter, they aren't counted when deciding if there's enough participation to hold a meeting or vote on that issue.

This law states that whenever there is mention of voting memberships in a certain section of the corporate code, it also covers the voting of securities that are given voting rights according to specific rules outlined elsewhere. This ensures both membership votes and certain securities votes are considered the same way.

This section defines 'independent accountant' as a certified or public accountant who is not connected to the corporation and follows standard auditing practices. They are hired to audit the corporation's financial statements or offer other accounting services.

This section explains that if a law requires a vote by each class of members in a corporation, every member in each class gets a vote no matter what limitations or restrictions might exist on their voting rights, unless it's specifically stated that only voting memberships count.

This section explains when a notice is considered officially given. It outlines three main situations: when a written notice is mailed, when any written notice (including electronic) is delivered or sent, and when oral notice is communicated (like a phone message). Unless the law says otherwise, the timing is based on when these actions take place.

This section says that if a corporation needs to send information to its members, it can do so by including this information in a newsletter or magazine that's regularly sent to them. For members living in the same household, sending it to one person at their common address is sufficient.

This section allows corporations to fix or confirm corporate actions that didn't follow all the rules, either through approval by the board and members or by asking a court. If there's no fraud involved, once an action is ratified, it's considered final. However, not all actions can be ratified, and certain sections can't be used to correct past mistakes. If a corporation wants to ratify an action, they need specific approvals and must inform all members. Also, if correcting the action affects official filings with the Secretary of State, a special certificate must be submitted. If the Secretary of State refuses to accept corrections, the corporation can seek a court decision. A superior court can validate these actions if necessary. If there's a pending legal case related to these actions, the court must be informed before proceeding. Validations or ratifications are retroactive to when the original action was taken.

In this context, 'acknowledged' means that a document is either formally acknowledged according to specific parts of the Civil Code, or it is accompanied by a written declaration confirming the authenticity of the signers and their intention. If the acknowledgment happens outside California, it doesn't need extra verification if done by a notary public, judge, or court clerk with an official seal.

This law defines what it means for a corporation to be an 'affiliate' of another corporation. Essentially, one corporation is considered an affiliate of another if it controls the other, is controlled by the other, or both are controlled by the same entity, either directly or through other companies in between.

When a decision or action is said to be 'approved by the board,' it means it has received a vote of approval either directly from the board members or from a committee that has been given authority to act on behalf of the board. However, there are certain matters that the committee cannot decide on, which are outlined in other specific sections.

This law explains what it means to get approval from the majority of members in a corporation. It requires more than half of the votes to be in favor, either through a vote or written ballot. If voting is divided into groups based on class, unit, or other criteria specified in the corporation’s rules or articles, this majority approval must also apply to each group. Sometimes, the rules might demand an even higher approval rate, which must also be met.

This section explains what it means for members of a corporation to approve something. Approval happens when most members present at a meeting, where enough people are there to make decisions, vote yes. This can also be done through a written vote, following certain rules. Depending on what the company's bylaws say, sometimes more than just a simple majority might be needed, like all members from a specific group having to vote yes.

This section explains that when the law mentions 'articles,' it's talking about several related documents like the articles of incorporation, any changes made to them (amendments), completely revised versions (amended or restated articles), and the certificates of incorporation.

This section defines what "authorized number" means when it comes to voting power in corporate contexts. Generally, it's 5% of the voting power. However, if votes are between 1,000 and 5,000, it's 2.5% or at least 50 votes. If votes are 5,000 or more, it's one-twentieth of 1% or at least 125 votes. These percentages are for determining voting power needed for specific actions. Members can also gather written authorizations to exercise rights, valid for up to three years and from votes obtained within 11 months. References to twice the authorized number are simply double the calculations given for voting power.

This section states that the term "bylaws" also refers to any changes or updates made to the bylaws, including fully revised versions of them.

This section clarifies that whenever the term "Board" is used, it specifically refers to the board of directors of a corporation.

This law section refers to the definition of a 'business corporation,' which is detailed further in Section 162 of the General Corporation Law.

If this law mentions 'chairperson of the board,' it's also talking about any other title for that role, as long as it's allowed by Sections 5213, 7213, and 9213. However, when these sections directly say 'chairperson of the board,' it only means that specific title.

This section clarifies what the term “Chapter” means when used in certain parts of the corporate code. It includes parts starting with Sections 5110, 7110, or 9110, unless it specifically says otherwise.

This law defines what a "class" of memberships means within an organization. It can either refer to memberships that are labeled as different in the organization's official documents or memberships that have the same rights when it comes to voting, breaking up, redeeming, and transferring. If a formula is used consistently to determine these rights, they are considered the same.

In simple terms, 'common shares' refer to stocks that don't get any special treatment over other stocks when it comes to dividing up company assets if the company shuts down or paying out profits to shareholders.

This section explains that a 'constituent corporation' is any company that merges with other companies, including the one that remains after the merger.

In simple terms, "control" refers to the ability to influence or direct how a corporation is managed and what policies it follows. This power can be held directly or indirectly.

This law explains the different meanings of the term "corporation" in various parts of California's corporate code. It specifies that in one part, "corporation" refers to nonprofit public benefit corporations, in another part, it means nonprofit mutual benefit corporations, and in a different section, it refers to nonprofit religious corporations.

This law explains that 'directors' are people who are officially named as leaders of a corporation in the organization's founding documents or elected by its founders, and who have the authority to vote on decisions. If someone is listed as a director because of a specific role, either within or outside the corporation, they have the same voting rights and responsibilities as other directors. However, anyone without voting power is not considered a director, regardless of their title.

This law states that volunteer directors and officers of nonprofit organizations in California aren't personally liable for money damages if they make a mistake while doing their job, as long as they're not paid, they act in good faith, and believe they're helping the nonprofit. However, if there's bad behavior like self-dealing, conflicts of interest, or intentional harm, they can be held liable. The nonprofit must have certain insurance coverage limits to protect these volunteers. This protection doesn't apply if the nonprofit breaks rules, limits membership unfairly, or if the volunteer is paid in some other way by the organization.

A 'disappearing corporation' refers to a company that merges or consolidates with another, but doesn't continue to exist after the merger.

This section defines what 'distribution' means in the context of a corporation. It specifically refers to giving out any profits or dividends to members. In this case, 'member' includes not only those formally recognized as members but also any individuals described as members by certain other sections of the law.

A 'domestic corporation' refers to a business that is created under the laws of California.

In this context, whenever the term "filed" is used, it generally means that a document has been submitted to the office of the Secretary of State, unless indicated otherwise.

The term “foreign corporation” in California refers to any nonprofit corporation that is established under the laws of another state or country. However, in specific legal contexts mentioned in other sections, it refers to a corporation defined in another part of the legal code.

This section defines "incentive and benefit plans" as plans where an officer's or employee's pay is partially or fully determined by how well the company performs financially. This means their compensation can change depending on the company’s success.

This section explains that the 'liquidating price' or 'liquidation preference' refers to the amount of money members of a certain class in a corporation will receive if the corporation is dissolved or its assets are distributed. This payment is prioritized over what members of other classes might receive.

In a corporation, a "member" is typically someone who can vote on important business issues, like electing board members or making big decisions about assets and mergers, as specified in the corporation's articles or bylaws. Even if a person can't vote, they might still have other membership-like rights described in the corporation's rules. If a non-human entity is a member, it can assign a real person to vote for it. However, just having certain roles like a delegate, director, or someone who picks directors doesn't make you a member.

This law defines a 'membership certificate' as a document that shows you own a part of a corporation, and you can transfer this ownership to someone else.

This section defines a 'nonprofit mutual benefit corporation' as a type of corporation that is either established following certain legal rules starting with Section 7110, or is governed by those rules under specific circumstances explained in another part of the law.

This law defines what a 'nonprofit public benefit corporation' or 'public benefit corporation' is in California. It refers to a nonprofit set up under certain rules starting at Section 5110 or another specific section, Section 5003, subdivision (a).

This section defines a 'nonprofit religious corporation' or 'religious corporation' as a type of corporation that follows specific guidelines outlined in Part 4 of the legal code, starting with Section 9110, or falls under these rules through another specified process.

An officer's certificate is a document signed by certain high-ranking officials in a company, like the chair of the board, president, vice president, secretary, chief financial officer, treasurer, or their assistants, verifying information within the certificate.

This law explains that when something is noted 'on the certificate,' it should be visible either on the front of the certificate or on the back, with a note on the front indicating to look at the back.

This section defines what counts as an 'other business entity' in California. It includes various types of organizations like LLCs, partnerships, trusts, and specific insurance providers. Each type is explained or cross-referenced with another section of the law for clarity.

This section defines the term "parent" in a corporate context as an entity that has control over another corporation, either directly or through other companies.

The term "parent party" refers to a corporation that oversees another corporation or business entity. This parent company's stocks or ownership shares are involved in a merger process as described in another legal section.

This section defines the term "Person" to include a wide variety of entities such as businesses, corporations, partnerships, and even government bodies. It clarifies that "Person" can refer to nearly any type of legal entity or organization for corporate law purposes.

In this context, "preferred shares" are defined as any type of shares that are not common shares.

This law defines the term 'proper county' as the county where a corporation’s main office is located within California. If there is no main office, the default location is Sacramento County.

This law defines what a 'proxy' is in corporate settings. It's a written permission a member gives, allowing someone else to vote on their behalf. It also explains that 'signed' can include various forms of placing a member's name on the proxy, like handwritten, typed, or sent electronically.

This law defines a 'shareholder' as someone whose ownership of shares is officially recorded in the company records.

This law defines 'shares' in the context of a corporation as the units that represent ownership in a business. These shares are detailed in the corporation's official paperwork, known as the articles.

This law section defines what a 'subsidiary' corporation is in relation to a specified corporation. Generally, a subsidiary is a corporation where the specified corporation owns more than 50% of its voting power, either directly or through other subsidiaries. However, for matters related to Section 7315, a corporation is considered a subsidiary if the specified corporation owns more than 25% of its voting power.

This section defines a 'surviving corporation' as the company that continues to exist after one or more corporations have been merged into it.

In this context, a "vacancy" on a board refers to any director's spot that isn't currently occupied. This can happen for several reasons, like if a director dies, resigns, is removed, or if there's a change in the number of directors allowed, which can be decided by the board or its members through official documents called articles or bylaws.

This section explains what 'verified' means when it comes to confirming the truth of statements in documents. Basically, it says that statements are verified if they're declared true in one of two ways: first, through an affidavit signed under oath in front of an authorized officer, or second, by a written declaration signed under penalty of perjury that includes the date and location of signing. Additionally, if the affidavit is signed outside the state before a notary public or court officer with an official seal, it doesn't need any extra verification.

This law section defines what counts as a 'vote' within certain types of corporate decisions. It includes any approvals made through written consent or written ballots, according to specific rules outlined in related sections. This means decisions don't always need to happen in formal meetings; they can also be agreed upon in writing.

This section defines "voting power" as the ability to vote for directors at the time the voting power is assessed. It clarifies that it does not include voting rights that depend on a future event. If different membership classes vote separately for board members, the voting power percentage is calculated based on how many directors each class can elect, out of the total possible directors, in an election where all eligible memberships can vote.

This law section explains that when the terms "written" or "in writing" are used, they include not just physical documents but also communications sent via fax, telegraph, and other electronic means, as long as they meet certain requirements set by the corporation.

This law specifies that a 'written ballot' refers to any ballot that's not handed out during a regular or special member meeting. In other words, it implies written ballots are those used outside of physical meetings.