CALIFORNIA
NONPROFIT
CORPORATIONS CODE
TABLE
OF CONTENTS
______________________________________
______________________________________
SECTION 5000-5001
5000. This division shall be known and may be cited
as the Nonprofit Corporation Law.
5001. This division of the Nonprofit Corporation Law,
or any part, chapter, article or section thereof, may at any time be amended
or repealed.
5002. Unless the provisions or the context otherwise
requires, the general provisions and definitions set forth in this part govern
the construction of this part and of 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 this division.
5003. (a) The provisions of this part apply to: (1) Corporations organized under Part 2, Part
3, and Part 4 of this division; (2) Corporations expressly subject to Part
2, Part 3 or Part 4 of this division pursuant to a particular provision of
this division or Division 3 (commencing with Section 12000) or other specific
statutory provision; (3) Corporations
which pursuant to the express provisions of Part 1, Division 2 (commencing
with Section 9000) in effect immediately prior to January 1, 1980, are subject
to the provisions of Part 1 of Division 2 and which, on or after January 1,
1980, are subject to the Nonprofit Public Benefit Corporation Law, the Nonprofit
Mutual Benefit Corporation Law or the Nonprofit Religious Corporation Law,
pursuant to Section 9912. (4) Corporations
expressly subject to Part 1, Division 2 (commencing with Section 9000) in
effect immediately prior to January 1, 1980, pursuant to a particular provision
of this division or Division 3 (commencing with Section 12000) or other specific
statutory provision in effect immediately prior to January 1, 1980, and which,
on or after January 1, 1980, are subject to the Nonprofit Public Benefit Corporation
Law, the Nonprofit Mutual Benefit Corporation Law, or the Nonprofit Religious
Corporation Law, pursuant to Section 9912; and (5) Corporations incorporated as permitted
by subdivision (d) of Section 9911. (b) The existence of corporations formed or
existing on the date of enactment or reenactment of this part, Part 2, Part
3, Part 4 or Part 5 shall not be affected by the enactment or reenactment
of such parts or by any change in the requirements for the formation of corporations
or by the amendment or repeal of the laws under which they were formed or
created. (c) Neither the repeals effected by the enactment
or reenactment of this part or of Part 2, Part 3, Part 4 or Part 5, nor the
amendment thereof shall impair or take away any existing liability or cause
of action against any corporation, its members, directors or officers incurred
prior to the time of such enactment, reenactment or amendment.
5004. A corporation may be sued as provided in the
Code of Civil Procedure.
5005. Any corporation shall, as a condition of its
existence as a corporation, be subject to the provisions of the Code of Civil
Procedure authorizing the attachment of corporate property.
5005.1. (a) Except for a liability which may be insured against
pursuant to Division 4 (commencing with Section 3200) of the Labor Code, an
authorized corporation may do any of the following: (1) Insure itself against all or any part of
any tort liability. (2) Insure any
employee of the corporation against all or any part of his or her liability
for injury resulting from an act or omission in the scope of employment. (3) Insure any board member, officer, or volunteer
of the corporation against any liability that may arise from any act or omission
in the scope of participation with the corporation. (4) Insure itself against any loss arising
from physical damage to motor vehicles owned or operated by the corporation.
(b) The insurance authorized pursuant to this
section shall only be available to an authorized corporation where that corporation
has joined with two or more other authorized corporations in an arrangement
providing for the pooling of self-insured claims or losses. The pooling arrangement shall not be considered
insurance nor be subject to regulation under the Insurance Code. (c) Nothing in this section shall be construed
to authorize a corporation organized pursuant to this division to pay for,
or to insure, contract, or provide for payment for, any part of a claim or
judgment against an employee of the corporation for punitive or exemplary
damages. (d)
Any insurance pool established pursuant to this section shall have initial
pooled resources of not less than two hundred fifty thousand dollars ($250,000).
(e) All participating corporations
in any pool established pursuant to this section must agree to pay premiums
or make other mandatory financial contributions or commitments necessary to
ensure a financially sound risk pool. (f) For the purpose of this section, an authorized
"corporation" means any corporation that meets all of the following
criteria: (1) Is organized chiefly to provide or fund health or human services,
but does not include a hospital. (2)
Is exempt from taxation under paragraph (3) of subsection (c) of Section 501
of the United States Internal Revenue Code.
5006. The fees of the Secretary of State for filing
instruments by or on behalf of corporations are prescribed in Article 3 (commencing
with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the
Government Code.
5007. Any agreement, certificate or other instrument
relating to a domestic corporation, a foreign corporation, or a foreign business
corporation filed pursuant to the provisions of this part, Part 2, Part 3,
Part 4 or Part 5 may be corrected with respect to any misstatement of fact
contained therein, any defect in the execution thereof or any other error
or defect contained therein, by filing a certificate of correction entitled
"Certificate of Correction of _____ (insert here the title of the agreement,
certificate or other instrument to be corrected and name(s) of the corporation
or corporations)"; provided, however, that no such certificate of correction
shall alter the wording of any resolution which was in fact adopted by the
board or the members or delegates or effect a corrected amendment of articles
which amendment as so corrected would not in all respects have complied with
the requirements of this part, Part 2, Part 3, Part 4 or Part 5 at the time
of filing of the agreement, certificate or other instrument being corrected.
Such certificate of correction shall be signed and verified or acknowledged
as provided in this part with respect to the agreement, certificate or other
instrument being corrected. It shall
set forth the following: (a) The
name or names of the corporation or corporations. (b) The date the agreement, certificate or
other instrument being corrected was filed. (c) The provision in the agreement, certificate
or other instrument as corrected and, if the execution was defective, wherein
it was defective. The filing of the certificate of correction
shall not alter the effective time of the agreement, certificate or instrument
being corrected, which shall remain as its original effective time, and such
filing shall not affect any right or liability accrued or incurred before
such filing, except that any right or liability accrued or incurred by reason
of the error or defect being corrected shall be extinguished by such filing
if the person having such right has not detrimentally relied on the original
instrument.
5008. (a) Upon receipt of any instrument by the Secretary
of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part
5, if it conforms to law, it shall be filed by, and in the office of the Secretary
of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section
6210, 8210, or 9660 the date of filing shall be the date the instrument is
received by the Secretary of State unless withheld from filing for a period
of time pursuant to a request by the party submitting it for filing or unless
in the judgment of the Secretary of State the filing is intended to be coordinated
with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document
as of any requested future date not more than 90 days after its receipt, including
a Saturday, Sunday or legal holiday, if the document is received in the Secretary
of State's office at least one business day prior to the requested date of
filing. An instrument does not fail
to conform to law because it is not accompanied by the full filing fee if
the unpaid portion of such fee does not exceed the limits established by the
policy of the Secretary of State for extending credit in such cases. (b) If the Secretary of State determines that
an instrument submitted for filing or otherwise submitted does not conform
to law and returns it to the person submitting it, the instrument may be resubmitted
accompanied by a written opinion of a member of the State Bar of California
submitting the instrument, or representing the person submitting it, to the
effect that the specific provision of the instrument objected to by the Secretary
of State does conform to law and stating the points and authorities upon which
the opinion is based. The Secretary
of State shall
rely, with respect to any disputed point of law (other than the application
of Section 5122, 7122, or 9122), upon such written opinion in determining
whether the instrument conforms to law. The date of filing in such case shall be the
date the instrument is received on resubmission. (c) Any instrument filed with respect to a
corporation (other than original articles) may provide that it is to become
effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified,
the instrument may be prevented from becoming effective by a certificate stating
that by appropriate corporate action it has been revoked and is null and void,
executed in the same manner as the original instrument and filed before the
specified effective date. In the case
of a merger agreement, such certificate revoking the earlier filing need only
be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed,
the instrument becomes effective on the date specified.
5008.5. The Secretary of State may cancel the filing of articles
if a check or other remittance accepted in payment of the filing fee or franchise
tax is not paid upon presentation. Upon
receiving written notification that the item presented for payment has not
been honored for payment, the Secretary of State shall give written notice
of the applicability of this section and the cancellation date which shall
be not less than 20 days from the date of mailing the written notice as certified
by the Secretary of State, to the agent for service of process or to the person
submitting the instrument. Thereafter, if the amount has not been paid by
cashier's check or equivalent before the date of cancellation as stated in
the written notice of cancellation, the cancellation shall thereupon be effective. The written notice shall be given 70 days or
less after the original filing.
5008.6. (a) A corporation that (1) fails to file a statement pursuant
to Section 6210, 8210, or 9660 for an applicable filing period, (2) has not
filed a statement pursuant to Section 6210, 8210, or 9660 during the preceding
24 months, and (3) was certified for penalty pursuant to Section 6810, 8810,
or 9690 for the same filing period, shall be subject to suspension pursuant
to this section rather than to penalty under Section 6810 or 8810. (b) When subdivision (a) is applicable, the
Secretary of State shall mail a notice to the corporation informing the corporation
that its corporate powers, rights, and privileges will be suspended 60 days
from the date of the notice if the corporation does not file the statement
required by Section 6210, 8210, or 9660. (c) If the 60-day period expires without the
delinquent corporation filing the required statement, the Secretary of State
shall notify the Franchise Tax Board of the suspension, and mail a notice
of the suspension to the corporation. Thereupon,
except for the purpose of amending the articles of incorporation to set forth
a new name or filing an application for exempt status, the corporate powers,
rights, and privileges of the corporation are suspended. (d)
A statement required by Section 6210, 8210, or 9660
may be filed, notwithstanding suspension of the corporate powers, rights,
and privileges under this section or under provisions of the Revenue and Taxation
Code. Upon the filing of a statement
under Section 6210, 8210, or 9660, by a corporation that has suffered suspension
under this section, the Secretary of State shall certify that fact to the
Franchise Tax Board and the corporation may thereupon be relieved from suspension,
unless the corporation is held in suspension by the Franchise Tax Board because
of Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code.
5009. Except as otherwise required, any reference
in this part, Part 2, Part 3, Part 4 or Part 5 to mailing means first-, second-,
or third-class mail, postage prepaid, unless registered mail is specified. Registered mail includes certified mail.
5010. If the articles or bylaws provide for more or
less than one vote for any membership on any matter, the references in Sections
5033 and 5034 to a majority or other proportion of memberships mean, as to
those matters, a majority or other proportion of the votes entitled to be
cast. Whenever in Part 2 (commencing with Section
5110) or Part 3 (commencing with Section 7110) members are disqualified from
voting on any matter, their memberships shall not be counted for the determination
of a quorum at any meeting to act upon, or the required vote to approve action
upon, that matter under any other provision of Part 2 (commencing with Section
5110) or Part 3 (commencing with Section 7110) or the articles or bylaws.
5011. All references in Part 3 (commencing with Section
7110) to the voting of memberships include the voting of securities given
voting rights in the articles pursuant to paragraph (3) of subdivision (a)
of Section 7132.
5012. All references in this part, Part 2 (commencing
with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing
with Section 9110) to financial statements of a corporation mean statements
prepared in conformity with generally accepted accounting principles or some
other basis of accounting which reasonably sets forth the assets and liabilities
and the income and expenses of the corporation and discloses the accounting
basis used in their preparation.
5013. As used in this part, Part 2 (commencing with
Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing
with Section 9110), "independent accountant" means a certified public
accountant or public accountant who is independent of the corporation, as
determined in accordance with generally accepted auditing standards, and who
is engaged to audit financial statements of the corporation or perform other
accounting services.
5014. Any requirement in Part 3 (commencing with Section
7110) for a vote of each class of members means such a vote regardless of
limitations or restrictions upon the voting rights thereof, unless expressly
limited to voting memberships.
5015. Any reference in this part, Part 2 (commencing
with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing
with Section 9110), or Part 5 (commencing with Section 9910) to the time a
notice is given or sent means, unless otherwise expressly provided, (a) the
time a written notice by mail is deposited in the United States mails, postage
prepaid; or (b) the time any other written notice, including facsimile, telegram,
or other electronic mail message, is personally delivered to the recipient
or is delivered to a common carrier for transmission, or actually transmitted
by the person giving the notice by electronic means, to the recipient; or
(c) the time any oral notice is communicated, in person or by telephone, including
a voice messaging system or other system or technology designed to record
and communicate messages, or wireless, to the recipient, including the recipient's
designated voice mailbox or address on such a system, or to a person at the
office of the recipient who the person giving the notice has reason to believe
will promptly communicate it to the recipient.
5016. A notice or report mailed or delivered as part
of a newsletter, magazine or other organ regularly sent to members shall constitute
written notice or report pursuant to this division when addressed and mailed
or delivered to the member, or in the case of members who are residents of
the same household and who have the same address on the books of the corporation,
when addressed and mailed or delivered to one of such members, at the address
appearing on the books of the corporation.
5030. "Acknowledged" means that an instrument
is either: (a) Formally acknowledged
as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title
4 of Part 4 of Division 2 of the Civil Code; or (b) Accompanied by a declaration in writing
signed by the persons executing the same that they are such persons and that
the instrument is the act and deed of the person or persons executing the
same. Any certificate of acknowledgment
taken without this state before a notary public or a judge or clerk of a court
of record having an official seal need not be further authenticated.
5031. A corporation is an "affiliate" of,
or a corporation is "affiliated" with, another specified corporation
if it directly, or indirectly through one or more intermediaries, controls,
is controlled by or is under common control with the other specified corporation.
5032. "Approved by (or approval of) the board"
means approved or ratified by the vote of the board or by the vote of a committee
authorized to exercise the powers of the board, except as to matters not within
the competence of the committee under Section 5212, Section 7212, or Section
9212.
5033. "Approval by (or approval of) a majority
of all members" means approval by an affirmative vote (or written ballot
in conformity with Section 5513, Section 7513, or Section 9413) of a majority
of the votes entitled to be cast. Such
approval shall include the affirmative vote of a majority of the outstanding
memberships of each class, unit, or grouping of members entitled, by any provision
of the articles or bylaws or of Part 2, Part 3, Part 4 or Part 5 to vote as
a class, unit, or grouping of members on the subject matter being voted upon
and shall also include the affirmative vote of such greater proportion, including
all, of the votes of the memberships of any class, unit, or grouping of members
if such greater proportion is required by the bylaws (subdivision (e) of Section
5151, subdivision (e) of Section 7151, or subdivision (e) of Section 9151)
or Part 2, Part 3, Part 4 or Part 5.
5034. "Approval by (or approval of) the members"
means approved or ratified by the affirmative vote of a majority of the votes
represented and voting at a duly held meeting at which a quorum is present
(which affirmative votes also constitute a majority of the required quorum)
or written ballot in conformity with Section 5513, 7513, or 9413 or by the
affirmative vote or written ballot of such greater proportion, including all
of the votes of the memberships of any class, unit, or grouping of members
as may be provided in the bylaws (subdivision (e) of Section 5151, subdivision
(e) of Section 7151, or subdivision (e) of Section 9151) or in Part 2, Part
3, Part 4 or Part 5 for all or any specified member action.
5035. "Articles" includes the articles of
incorporation, amendments thereto, amended articles, restated articles, and
certificates of incorporation.
5036. (a) Except as provided in subdivision (b) or
(c), "authorized number" means 5 percent of the voting power. (b) Where (disregarding any provision for cumulative
voting which would otherwise apply) the total number of votes entitled to
be cast for a director is 1,000 or more, but less than 5,000 the authorized number shall be 21/2 percent of the voting power, but not less than
50. (c) Where (disregarding any provision
for cumulative voting which would otherwise apply) the total number of votes
entitled to be cast for a director is 5,000 or more, the authorized number
shall be one-twentieth of 1 percent of the voting power, but not less than
125. (d)
Any right under Part 2, Part 3, or Part 4 which may be exercised by the authorized
number, or some multiple thereof, may be exercised by a member with written
authorizations obtained within any 11-month period from members who, in the
aggregate, hold the equivalent voting power. Any such authorization shall specify the right
to be exercised thereunder and the duration thereof
(which shall not exceed three years). (e) Where any provision of Part 2, Part 3,
or Part 4 specifies twice the authorized number, that means two times the
number calculated according to subdivision (a), (b) or (c).
5037. "Bylaws" includes amendments thereto
and amended bylaws.
5038. "Board" means the board of directors
of the corporation.
5039. "Business corporation"
means a corporation as defined in Section 162 of the General Corporation Law.
5040. "Chapter" refers to a chapter of Part
2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or
Part 4 (commencing with Section 9110) unless otherwise expressly stated.
5041. "Class" refers to those memberships
which: (a) are identified in the articles
or bylaws as being a different type of membership; or (b) have the same rights
with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall
be considered the same if they are determined by a formula applied uniformly.
5043. "Common shares," as used in Part 3
(commencing with Section 7110), means shares which have no preference over
any other shares with respect to distribution of assets on liquidation or
with respect to payment of dividends.
5044. "Constituent corporation"
means a corporation which is merged with one or more other corporations and
includes the surviving corporation.
5045. "Control" means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a corporation.
5046. (a) "Corporation" as used in this
part and Part 5 (commencing with Section 9910), refers to corporations defined
in subdivisions (b), (c), and (d). (b) "Corporation,"
as used in Part 2 (commencing with Section 5110), means a nonprofit public
benefit corporation as defined in Section 5060. (c) "Corporation," as used in Part
3 (commencing with Section 7110) means a nonprofit mutual benefit corporation
as defined in Section 5059. (d) "Corporation," as used in Part 4 (commencing
with Section 9110), including those provisions of Part 2 (commencing with
Section 5110) made applicable pursuant to Chapter 6 (commencing with Section
9610) of Part 4, means a nonprofit religious corporation as defined in Section
5061.
5047. Except where otherwise expressly provided, "directors"
means natural persons, designated in the articles or bylaws or elected by
the incorporators, and their successors and natural persons designated, elected
or appointed by any other name or title to act as members of the governing
body of the corporation.
5047.5. (a) The Legislature finds and declares that the services
of directors and officers of nonprofit corporations who serve without compensation
are critical to the efficient conduct and management of the public service
and charitable affairs of the people of California. The willingness
of volunteers to offer their services has been deterred by a perception that
their personal assets are at risk for these activities. The unavailability and unaffordability
of appropriate liability insurance makes it difficult for these corporations
to protect the personal assets of their volunteer decisionmakers
with adequate insurance. It is the
public policy of this state to provide incentive and protection to the individuals
who perform these important functions. (b)
Except as provided in this section, no cause of action for monetary damages
shall arise against any person serving without compensation as a director
or officer of a nonprofit corporation subject to Part 2 (commencing with Section
5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section
9110) of this division on account of any negligent act or omission occurring
(1) within the scope of that person's duties as a director acting as a board
member, or within the scope of that person's duties as an officer acting in
an official capacity; (2) in good faith; (3) in a manner that the person believes
to be in the best interest of the corporation; and (4) is in the exercise
of his or her policymaking judgment. (c) This section shall not limit the liability
of a director or officer for any of the following: (1) Self-dealing transactions, as described
in Sections 5233 and 9243. (2) Conflicts
of interest, as described in Section 7233. (3) Actions described in Sections 5237, 7236,
and 9245. (4) In the case of a charitable
trust, an action or proceeding against a trustee brought by a beneficiary
of that trust. (5) Any action or
proceeding brought by the Attorney General. (6) Intentional, wanton, or reckless acts,
gross negligence, or an action based on fraud, oppression, or malice. (7) Any action brought under Chapter 2 (commencing
with Section 16700) of Part 2 of Division 7 of the Business and Professions
Code. (d)
This section only applies to nonprofit corporations organized to provide religious,
charitable, literary, educational, scientific, social, or other forms of public
service that are exempt from federal income taxation under Section 501(c)(3)
or 501(c)(6) of the Internal Revenue Code. (e) This section applies only if the nonprofit
corporation maintains a general liability insurance policy with an amount
of coverage of at least the following amounts: (1) If the corporation's annual budget is less
than fifty thousand dollars ($50,000), the minimum required amount is five
hundred thousand dollars ($500,000). (2) If the corporation's annual budget equals
or exceeds fifty thousand dollars ($50,000), the minimum required amount is
one million dollars ($1,000,000). This section applies only if the claim against
the director or officer may also be made directly against the corporation
and a general liability insurance policy is in force both at the time of injury
and at the time the claim against the corporation is made, so that a policy
is applicable to the claim. If a general
liability policy is found to cover the damages caused by the director or officer,
no cause of action as provided in this section shall be maintained against
the director or officer. (f) For
the purposes of this section, the payment of actual expenses incurred in attending
meetings or otherwise in the execution of the duties of a director or officer
shall not constitute compensation. (g) Nothing in this section shall be construed
to limit the liability of a nonprofit corporation for any negligent act or
omission of a director, officer, employee, agent, or servant occurring within
the scope of his or her duties. (h) This section does not apply to any corporation
that unlawfully restricts membership, services, or benefits conferred on the
basis of race, religious creed, color, national origin, ancestry, sex, marital
status, disability, political affiliation, or age. (i) This section
does not apply to any volunteer director or officer who receives compensation
from the corporation in any other capacity, including, but not limited to,
as an employee.
5048. "Disappearing corporation"
means a constituent corporation which is not the surviving corporation.
5049. "Distribution" means the distribution
of any gains, profits or dividends to any member as such. As used in this section, "member"
means any person who is a member as defined in Section 5056 and any person
who is referred to as a member as authorized by subdivision (a) of Sections
5332, 7333 and 9332.
5050. "Domestic corporation"
means a corporation formed under the laws of this state.
5051. "Filed," unless otherwise expressly
provided, means filed in the office of the Secretary of State.
5052. "Foreign business corporation," as
used in Part 3 (commencing with Section 7110), means a foreign corporation
as defined in Section 171 except that it does not include a foreign corporation
as defined in Section 5053.
5053. "Foreign corporation" means any corporation
incorporated in a jurisdiction other than California pursuant to that jurisdiction's
law for the incorporation of nonprofit corporations; except that as used in
subdivision (b) of Section 5122, in subdivision (c) of Section 7122, and in
subdivision (b) of Section 9122, "foreign corporation" means a corporation
described in Section 171.
5054. "Incentive and benefit plans," as
used in Section 5140, in Section 7140, and in Section 9140 includes, but is
not limited to, any plan or agreement under which the compensation of officers
or employees is fixed, in full or in part, by reference to the financial performance
of the corporation.
5055. "Liquidating price" or "liquidation
preference," as used in Part 3 (commencing with Section 7110), means
amounts payable on memberships of any class, upon voluntary or involuntary
dissolution, winding up or distribution of the entire assets of the corporation,
in priority to amounts payable to members of another class or classes.
5056. (a) "Member" means any person who,
pursuant to a specific provision of a corporation's articles or bylaws, has
the right to vote for the election of a director or directors or on a disposition
of all or substantially all of the assets of a corporation or on a merger
or on a dissolution unless the provision granting such right to vote is only
effective as a result of paragraph (2) of subdivision (a) of Section 7132. "Member" also means any person who
is designated in the articles or bylaws as a member and, pursuant to a specific
provision of a corporation's articles or bylaws, has the right to vote on
changes to the articles or bylaws. (b)
The articles or bylaws may confer some or all of the rights of a member, set
forth in this part and in Parts 2 through 5 of this division, upon any person
or persons who do not have any of the voting rights referred to in subdivision
(a). (c) Where a member of a corporation
is not a natural person, such member may authorize in writing one or more
natural persons to vote on its behalf on any or all matters which may require
a vote of the members. (d) A person is not a member by virtue of any of the following:
(1) Any
rights such person has as a delegate. (2) Any rights such person has to designate
or select a director or directors. (3)
Any rights such person has as a director.
5057. A "membership" refers to the rights
a member has pursuant to a corporation's articles, bylaws and this division.
5058. "Membership certificate," as used
in Part 3 (commencing with Section 7110), means a document evidencing a transferable
property interest in a corporation.
5059. "Nonprofit mutual benefit corporation"
or "mutual benefit corporation" means a corporation which is organized
under Part 3 (commencing with Section 7110), or subject to Part 3 under the
provisions of subdivision (a) of Section 5003.
5060. "Nonprofit public benefit corporation"
or "public benefit corporation" means a corporation which is organized
under Part 2 (commencing with Section 5110) or subject to Part 2 under the
provisions of subdivision (a) of Section 5003.
5061. "Nonprofit religious
corporation" or "religious corporation" means a corporation
which is organized under Part 4 (commencing with Section 9110) or subject
to Part 4 pursuant to subdivision (a) of Section 5003.
5062. "Officers' certificate" means a certificate
signed and verified by the chairman of the board, the president or any vice
president and by the secretary, the chief financial officer, the treasurer
or any assistant secretary or assistant treasurer.
5063. "On the certificate," as used in Part
3 (commencing with Section 7110), means that a statement appears on the face
of a certificate or on the reverse thereof with a reference thereto on the
face.
5063.5. "Other business entity" means a domestic or foreign
limited liability company, limited partnership, general partnership, business
trust, real estate investment trust, unincorporated association (other than
a nonprofit association), or a domestic reciprocal insurer organized after
1974 to provide medical malpractice insurance as set forth in Article 16 (commencing
with Section 1550) of Chapter 3 of Part 2 of Division 1 of the Insurance Code. As used herein, "general partnership"
means a "partnership" as defined in subdivision (7) of Section 16101;
"business trust" means a business organization formed as a trust;
"real estate investment trust" means a "real estate investment
trust" as defined in subsection (a) of Section 856 of the Internal Revenue
Code of 1986, as amended; and "unincorporated association" has the
meaning set forth in Section 24000.
5064. A "parent" of a specified corporation
is an affiliate controlling such corporation directly or indirectly through
one or more intermediaries.
5064.5. "Parent party" means the corporation in control of
any constituent domestic or foreign corporation or other business entity and
whose equity securities are issued, transferred, or exchanged in a merger
pursuant to Section 6019.1 or 8019.1.
5065. "Person," in addition to those entities
specified in Section 18 and unless otherwise expressly provided, includes
any association, business corporation, company, corporation, corporation sole,
domestic corporation, estate, foreign corporation, foreign business corporation,
individual, joint stock company, joint venture, mutual benefit corporation,
public benefit corporation, religious corporation, partnership, government
or political subdivision, agency or instrumentality of a government.
5067. "Preferred shares," as used in Part
3 (commencing with Section 7110), means shares other than common shares.
5068. "Proper county"
means the county where the corporation's principal office in this state is
located or, if the corporation has no such office, the County of Sacramento.
5069. "Proxy" means a written authorization
signed by a member or the member's attorney in fact giving another person
or persons power to vote on behalf of such member.
"Signed" for the purpose of this section means the placing
of the member's name on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by the member or such member's attorney
in fact.
5070. "Proxyholder"
means the person or persons to whom a proxy is given.
5071. "Shareholder," as used in Part 3 (commencing
with Section 7110), means one who is a holder of record of shares.
5072. "Shares," as used in Part 3 (commencing
with Section 7110), means the units into which the proprietary interests in
a business corporation or foreign business corporation are divided in the
articles.
5073. (a) Except as provided in subdivision (b), "subsidiary"
of a specified corporation means a corporation more than 50 percent of the
voting power of which is owned directly, or indirectly through one or more
subsidiaries, by the specified corporation. (b) For the purpose of Section 7315, "subsidiary"
of a specified corporation means a corporation more than 25 percent of the
voting power of which is owned directly, or indirectly
through one or more subsidiaries as defined in subdivision (a), by the specified
corporation.
5074. "Surviving corporation"
means a corporation into which one or more other corporations are merged.
5075. "Vacancy" when used with respect to
the board means any authorized position of director which is not then filled,
whether the vacancy is caused by death, resignation, removal, change in the
number of directors authorized in the articles or bylaws (by the board or
the members) or otherwise.
5076. "Verified" means that the statements
contained in a certificate or other document are declared to be true of the
own knowledge of the persons executing the same in either: (a) An affidavit signed by them under oath
before an officer authorized by the laws of this state or of the place where
it is executed to administer oaths; or (b) A declaration in writing executed by them
under penalty of perjury and stating the date and place (whether within or
without this state) of execution. Any
affidavit sworn to without this state before a notary public or a judge or
clerk of a court of record having an official seal need not be further authenticated.
5077. "Vote" includes, but is not limited
to, authorization by written consent pursuant to subdivision (b) of Section
5211, subdivision (b) of Section 7211, or subdivision (b) of Section 9211
and authorization by written ballot pursuant to Section 5513, Section 7513,
or Section 9413.
5078. "Voting power" means the power to
vote for the election of directors at the time any determination of voting
power is made and does not include the right to vote upon the happening of
some condition or event which has not yet occurred.
In any case where different classes of memberships are entitled to
vote as separate classes for different members of the board, the determination
of percentage of voting power shall be made on the basis of the percentage
of the total number of authorized directors which the memberships in question
(whether of one or more classes) have the power to elect in an election at
which all memberships then entitled to vote for the election of any directors
are voted.
5079. "Written" or "in writing"
includes facsimile and telegraphic communication.
5080. "Written ballot" does not include
a ballot distributed at a special or regular meeting of members.
5110. This part shall be known and may be cited as
the Nonprofit Public Benefit Corporation Law.
5111. Subject to any other provisions of law of this
state applying to the particular class of corporation or line of activity,
a corporation may be formed under this part for any public or charitable purposes.
5120. (a) One or more persons
may form a corporation under this part by executing and filing articles of
incorporation. (b) If initial directors
are named in the articles, each director named in the articles shall sign
and acknowledge the articles; if initial directors are not named in the articles,
the articles shall be signed by one or more persons who thereupon are the
incorporators of the corporation. (c) The corporate existence begins upon the
filing of the articles and continues perpetually, unless otherwise expressly
provided by law or in the articles. (d) At the time of filing pursuant to this section, a corporation
shall furnish an additional copy of its articles to the Secretary of State
who shall forward that copy to the Attorney General.
5121. (a) In the case of
an existing unincorporated association, the association may change its status
to that of a corporation upon a proper authorization for such by the association
in accordance with its rules and procedures. (b) In addition to the matters required to
be set forth in the articles pursuant to Section 5130, the articles in the
case of an incorporation authorized by subdivision (a) shall set forth that
an existing unincorporated association, stating its name, is being incorporated
by the filing of the articles. (c)
The articles filed pursuant to this section shall be accompanied by a verified
statement of any two officers or governing board members of the association
stating that the incorporation of the association by means of the articles
to which the verified statement is attached has been approved by the association
in accordance with its rules and procedures. (d) Upon the change
of status of an unincorporated association to a corporation pursuant to subdivision
(a), the property of the association becomes the property of the corporation
and the members of the association who had any voting rights of the type referred
to in Section 5056 become members of the corporation. (e) The filing for record in the office of
the county recorder of any county in this state in which any of the real property
of the association is located of a copy of the articles of incorporation filed
pursuant to this section, certified by the Secretary of State shall evidence
record ownership in the corporation of all interests of the association in
and to the real property located in that county. (f) All rights of creditors and all liens upon
the property of the association shall be preserved unimpaired. Any action or proceeding pending by or against the unincorporated
association may be prosecuted to judgment, which shall bind the corporation,
or the corporation may be proceeded against or substituted in its place. (g)
If a corporation is organized by a person who is or was an officer, director
or member of an unincorporated association and such corporation is not organized
pursuant to subdivision (a), the unincorporated association may continue to
use its name and the corporation may not use a name which is the same as or
similar to the name of the unincorporated association.
5122. (a) The Secretary of
State shall not file articles setting forth a name in which "bank,"
"trust," "trustee" or related words appear, unless the
certificate of approval of the Commissioner of Financial Institutions is attached
thereto. (b) The Secretary of State
shall not file articles which set forth a name which is likely to mislead
the public or which is the same as, or resembles so closely as to tend to
deceive, the name of a domestic corporation, the name of a foreign corporation
which is authorized to transact intrastate business or has registered its
name pursuant to Section 2101, a name which a foreign corporation has assumed
under subdivision (b) of Section 2106 or a name which will become the record
name of a domestic or foreign corporation upon the effective date of a filed
corporate instrument where there is a delayed effective date pursuant to subdivision
(c) of Section 110, or subdivision (c) of Section 5008, or a name which is
under reservation pursuant to this section, Section 201, Section 7122, or
Section 9122, except that a corporation may adopt a name that is substantially
the same as an existing domestic or foreign corporation which is authorized
to transact intrastate business or has registered its name pursuant to Section
2101, upon proof of consent by such corporation and a finding by the Secretary
of State that under the circumstances the public is not likely to be misled.
The use by a corporation of a name in violation
of this section may be enjoined notwithstanding the filing of its articles
by the Secretary of State. (c) Any applicant may, upon payment of the
fee prescribed therefor in the Government Code,
obtain from the Secretary of State a certificate of reservation of any name
not prohibited by subdivision (b), and upon the issuance of the certificate
the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue
certificates reserving the same name for two or more consecutive 60-day periods
to the same applicant or for the use or benefit of the same person; nor shall
consecutive reservations be made by or for the use or benefit of the same
person of names so similar as to fall within the prohibitions of subdivision
(b).
5130. The articles of incorporation of a corporation
formed under this part shall set forth: (a) The name of the
corporation. (b) The following statement:
"This corporation is a nonprofit public benefit corporation and is
not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit
Corporation Law for (public or charitable (insert one or both)) purposes." (If the purposes include "public"
purposes, the articles shall, and in all other cases the articles may, include
a further description of the corporation's purposes.) (c) The name and address in this state of the
corporation's initial agent for service of process in accordance with subdivision
(b) of Section 6210.
5131. The articles of incorporation may set forth
a further statement limiting the purposes or powers of the corporation.
5132. (a) The articles of
incorporation may set forth any or all of the following provisions, which
shall not be effective unless expressly provided in the articles: (1) A provision limiting the duration of the
corporation's existence to a specified date. (2) In the case of a subordinate corporation
instituted or created under the authority of a head organization, a provision
setting forth either or both of the following: (i) That the subordinate
corporation shall dissolve whenever its charter is surrendered to, taken away
by, or revoked by the head organization granting it. (ii) That in the event of its dissolution pursuant
to an article provision allowed by subdivision (a), paragraph (2), clause
(i), of this section, or, in the event of its dissolution
for any reason, any assets of the corporation after compliance with the applicable
provisions of Chapters 15 (commencing with Section 6510), 16 (commencing with
Section 6610) and 17 (commencing with Section 6710) shall be distributed to
the head organization. (b) Nothing
contained in subdivision (a) shall affect the enforceability, as between the
parties thereto, of any lawful agreement not otherwise contrary to public
policy. (c) The articles of incorporation
may set forth any or all of the following provisions: (1) The names and
addresses of the persons appointed to act as initial directors. (2) The classes of members, if any, and if
there are two or more classes, the rights, privileges, preferences, restrictions
and conditions attaching to each class. (3) A provision which would allow any member
to have more or less than one vote in any election or other matter presented
to the members for a vote. (4) A
provision that requires an amendment to the articles, as provided in subdivision
(c) of Section 5812, or to the bylaws, and any amendment or repeal of that
amendment, to be approved in writing by a specified person or persons other
than the board or the members. (5)
Any other provision, not in conflict with law, for the management of the activities
and for the conduct of the affairs of the corporation, including any provision
which is required or permitted by this part to be stated in the bylaws.
5133. For all purposes other than an action in the
nature of quo warranto, a copy of the articles of
a corporation duly certified by the Secretary of State is conclusive evidence
of the formation of the corporation and prima facie evidence of its corporate
existence.
5134. If initial directors have not been named in
the articles, the incorporator or incorporators, until the directors are elected,
may do whatever is necessary and proper to perfect the organization of the
corporation, including the adoption and amendment of bylaws of the corporation
and the election of directors and officers.
5140. Subject to any limitations contained in the
articles or bylaws and to compliance with other provisions of this division
and any other applicable laws, a corporation, in carrying out its activities,
shall have all of the powers of a natural person, including, without limitation,
the power to: (a) Adopt, use, and
at will alter a corporate seal, but failure to affix a seal does not affect
the validity of any instrument. (b)
Adopt, amend, and repeal bylaws. (c)
Qualify to conduct its activities in any other state, territory, dependency
or foreign country. (d)
Issue, purchase, redeem, receive, take or otherwise acquire, own, sell, lend,
exchange, transfer or otherwise dispose of, pledge, use and otherwise deal
in and with its own bonds, debentures, notes and debt securities. (e) Issue memberships. (f) Pay pensions, and establish and carry out
pension, deferred compensation, saving, thrift and other retirement, incentive
and benefit plans, trusts and provisions for any or all of its directors,
officers, employees, and persons providing services to it or any of its subsidiary
or related or associated corporations, and to indemnify and purchase and maintain
insurance on behalf of any fiduciary of such plans, trusts, or provisions.
(g) Levy dues, assessments, and admission
fees. (h) Make donations for the
public welfare or for community funds, hospital, charitable,
educational, scientific, civic, religious or similar purposes. (i) Assume obligations,
enter into contracts, including contracts of guarantee or suretyship, incur liabilities, borrow or lend money or otherwise
use its credit, and secure any of its obligations, contracts or liabilities
by mortgage, pledge or other encumbrance of all or any part of its property
and income. (j) Participate with
others in any partnership, joint venture or other association, transaction
or arrangement of any kind whether or not such participation involves sharing
or delegation of control with or to others. (k) Act as trustee under any trust incidental
to the principal objects of the corporation, and receive, hold, administer,
exchange, and expend funds and property subject to such trust. (l) Carry on a business at a profit and apply
any profit that results from the business activity to any activity in which
it may lawfully engage. (m) Pay the
reasonable value of services rendered in this state to the corporation before
January 1, 1975, and
not previously paid, by any person who performed such services on a full-time
basis under the direction of a religious organization in connection with the
religious tenets of the organization. Such
person shall have relied solely on the religious organization for his or her
financial support for a minimum of five years.
A payment shall not be made if such person or religious organization
waives the payment or receipt of compensation for such services in writing. Payment may be made to such religious organization
to reimburse it for maintenance of any person who rendered such services and
to assist it in providing future support and maintenance; however, payment
shall not be made from any funds or assets acquired with funds donated by
or traceable to gifts made to the corporation by any person, organization
or governmental agency other than the members, immediate families of members
and affiliated religious organizations of the religious organization under
whose direction the services were performed.
5141. Subject to Section 5142: (a) No limitation upon the activities, purposes,
or powers of the corporation or upon the powers of the members, officers,
or directors, or the manner of exercise of such powers, contained in or implied
by the articles or by Chapters 15 (commencing with Section 6510), 16 (commencing
with Section 6610), and 17 (commencing with Section 6710) shall be asserted
as between the corporation or member, officer or director and any third person,
except in a proceeding: (1) by a member or the state to enjoin the doing or
continuation of unauthorized activities by the corporation or its officers,
or both, in cases where third parties have not acquired rights thereby, (2)
to dissolve the corporation, or (3) by the corporation or by a member suing
in a representative suit against the officers or directors of the corporation
for violation of their authority. (b) Any contract or conveyance made in the
name of a corporation which is authorized or ratified by the board or is done
within the scope of authority, actual or apparent, conferred by the board
or within the agency power of the officer executing it, except as the board's
authority is limited by law other than this part, binds the corporation, and
the corporation acquires rights thereunder whether
the contract is executed or wholly or in part executory.
5142. (a) Notwithstanding Section 5141, any of the
following may bring an action to enjoin, correct, obtain damages for or to
otherwise remedy a breach of a charitable trust:
(1) The corporation, or a member in the name of the corporation pursuant
to Section 5710. (2) An officer of
the corporation. (3) A director of
the corporation. (4) A person with
a reversionary, contractual, or property interest in the assets subject to
such charitable trust. (5)
The Attorney General, or any person granted relator
status by the Attorney General. The
Attorney General shall be given notice of any action brought by the persons
specified in paragraphs (1) through (4), and may intervene. (b) In an action under this section, the court
may not rescind or enjoin the performance of a contract unless: (1) All of the parties to the contract are
parties to the action; (2) No party
to the contract has, in good faith, and without actual notice of the trust
restriction, parted with value under the contract or in reliance upon it;
and (3) It is equitable to do so.
5150. (a) Except as provided in subdivision (c), and
Sections 5151, 5220, 5224, 5512, 5613, and 5616, bylaws may be adopted, amended
or repealed by the board unless the action would materially and adversely
affect the rights of members as to voting or transfer. (b) Bylaws may be adopted, amended or repealed
by approval of members (Section 5034); provided, however, that such adoption,
amendment or repeal also requires approval by the members of a class if such
action would materially and adversely affect the rights of that class as to
voting or transfer in a manner different than such action affects another
class. (c) The articles or bylaws
may restrict or eliminate the power of the board to adopt, amend or repeal
any or all bylaws, subject to subdivision (e) of Section 5151. (d) Bylaws may also
provide that repeal or amendment of those bylaws, or the repeal or amendment
of specified portions of those bylaws, may occur only with the approval in
writing of a specified person or persons other than the board or members.
5151. (a) The bylaws shall set forth (unless such
provision is contained in the articles, in which case it may only be changed
by an amendment of the articles) the number of directors of the corporation;
or that the number of directors shall be not less than a stated minimum nor
more than a stated maximum with the exact number of directors to be fixed,
within the limits specified, by approval of the board or the members (Section
5034), in the manner provided in the bylaws, subject to subdivision (e) of
Section 5151. The number or minimum
number of directors may be one or more. (b)
Once members have been admitted, a bylaw specifying or changing a fixed number
of directors or the maximum or minimum number or changing from a fixed to
a variable board or vice versa may only be adopted by approval of the members
(Section 5034). (c) The bylaws may
contain any provision, not in conflict with law or the articles, for the management
of the activities and for the conduct of the affairs of the corporation, including
but not limited to: (1) Any provision
referred to in subdivision (c) of Section 5132. (2) The time, place and manner of calling,
conducting and giving notice of members', directors' and committee meetings,
or of conducting mail ballots. (3)
The qualifications, duties and compensation of directors; the time of their
election; and the requirements of a quorum for directors' and committee meetings.
(4) The appointment and authority
of committees. (5) The appointment,
duties, compensation and tenure of officers. (6) The mode of determination of members of
record. (7) The making of reports
and financial statements to members. (8)
Setting, imposing and collecting dues, assessments and admission fees. (d) The bylaws may
provide for the manner of admission, withdrawal, suspension, and expulsion
of members, consistent with the requirements of Section 5341. (e) The bylaws
may require, for any or all corporate actions (except as provided in paragraphs
(1) and (2) of subdivision (a) of Section 5222, subdivision (c) of Section
5616, and Section 6610), the vote of a larger proportion of, or all of, the
members or the members of any class, unit, or grouping of members, or the
vote of a larger proportion of, or all of, the directors, than is otherwise
required by this part. Such a provision
in the bylaws requiring such greater vote shall not be altered, amended or
repealed except by such greater vote, unless otherwise provided in the bylaws.
(f) The bylaws may contain a provision limiting
the number of members, in total or of any class, which the corporation is
authorized to admit.
5152. A corporation may provide in its bylaws for
delegates having some or all of the authority of members. Where delegates are provided for, the bylaws
shall set forth delegates' terms of office, any reasonable method for delegates'
selection and removal, and any reasonable method for calling, noticing and
holding meetings of delegates and may set forth the manner in which delegates
may act by written ballot similar to Section 5513 for written ballot of members.
Delegates may only act personally
at a meeting or by written ballot and may not act by proxy. Delegates may be given a name other than "delegates."
5153. A corporation may provide in its bylaws for
voting by its members or delegates on the basis of chapter or other organizational
unit, or by region or other geographic grouping.
5160. Every corporation shall keep at its principal
office in this state the original or a copy of its articles and bylaws as
amended to date, which shall be open to inspection by the members
at all reasonable times during office hours.
If the corporation has no office in this state, it shall upon the written
request of any member furnish to such member a copy of the articles or bylaws
as amended to date.
5210. Each corporation shall have a board of directors.
Subject to the provisions of this part and any limitations in the articles
or bylaws relating to action required to be approved by the members (Section
5034), or by a majority of all members (Section 5033), the activities and
affairs of a corporation shall be conducted and all corporate powers shall
be exercised by or under the direction of the board.
The board may delegate the management of the activities of the corporation
to any person or persons, management company, or committee however composed, provided
that the activities and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the board.
5211. (a) Unless otherwise
provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by
the chair of the board or the president or any vice president or the secretary
or any two directors. (2) Regular
meetings of the board may be held without notice if the time and place of
the meetings are fixed by the bylaws or the board.
Special meetings of the board shall be held upon four days' notice
by first-class mail or 48 hours' notice delivered personally or by telephone,
including a voice messaging system or other system or technology designed
to record and communicate messages, telegraph, facsimile, electronic mail,
or other electronic means. The articles
or bylaws may not dispense with notice of a special meeting. A notice, or waiver of notice, need not specify
the purpose of any regular or special meeting of the board. (3) Notice of a meeting need not be given to
a director who signed a waiver of notice or a written consent to holding the
meeting or an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice to that director. These waivers, consents and approvals shall
be filed with the corporate records or made a part of the minutes of the meetings.
(4) A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time
and place. If the meeting is adjourned
for more than 24 hours, notice of an adjournment to another time or place
shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of the adjournment. (5) Meetings of the board may be held at a
place within or without the state that has been designated in the notice of
the meeting or, if not stated in the notice or there is no notice, designated
in the bylaws or by resolution of the board. (6) Members of the board may participate in
a meeting through use of conference telephone, electronic video screen communication,
or other communications equipment. Participation in a meeting through use of conference
telephone pursuant to this subdivision constitutes presence in person at that
meeting as long as all members participating in the meeting are able to hear
one another. Participation in a meeting through use of electronic video screen
communication or other communications equipment (other than conference telephone)
pursuant to this subdivision constitutes presence in person at that meeting
if all of the following apply: (A) Each member participating in the meeting
can communicate with all of the other members concurrently. (B) Each member is provided the means of participating
in all matters before the board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be taken
by the corporation. (C) The corporation
adopts and implements some means of verifying both of the following: (i)
A person participating in the meeting is a director
or other person entitled to participate in the board meeting. (ii) All actions of, or votes by, the board
are taken or cast only by the directors and not by persons who are not directors.
(7) A majority of the number of directors
authorized in the articles or bylaws constitutes a quorum of the board for
the transaction of business. The articles
or bylaws may not provide that a quorum shall be less than one-fifth the number
of directors authorized in the articles or bylaws, or less than two, whichever
is larger, unless the number of directors authorized in the articles or bylaws
is one, in which case one director constitutes a quorum. (8)
Subject to the provisions of Sections 5212, 5233, 5234, 5235, and subdivision
(e) of Section 5238, an act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present is the
act of the board. The articles or bylaws
may not provide that a lesser vote than a majority of the directors present
at a meeting is the act of the board. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved
by at least a majority of the required quorum for that meeting, or a greater
number required by this division, the articles or bylaws. (b) An action required or permitted to be taken
by the board may be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action. The written consent or consents shall be filed
with the minutes of the proceedings of the board. The action by written consent shall have the
same force and effect as the unanimous vote of the directors. For the purposes
of this section only, "all members of the board" shall not include
an "interested director" as defined in Section 5233. (c) The provisions of this section apply also
to incorporators, to committees of the board, and to action by those incorporators
or committees mutatis mutandis. (d) This section
shall remain in effect only until January 1, 2003, and as of that date is
repealed, unless a later enacted statute, that is enacted before January 1,
2003, deletes or extends that date.
5211. (a) Unless otherwise
provided in the articles or in the bylaws: (1) Meetings of the board may be called by
the chairperson of the board or the president or any vice president or the
secretary or any two directors