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HomeCorporations CodeCh. 3Art. 1§ 9310 Corporate Membership Rules

§ 9310 Corporate Membership Rules

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 9310 Corporate Membership Rules

Key Takeaways

  • •A company can choose to have members or not, based on its rules.
  • •If a company has no members, the board of directors makes all the big decisions.
  • •If a company has no members, all the rights that members would have go to the directors instead.

Example

A small local charity has no members, only a board of directors.

The board can make all the decisions, like how to spend money, without needing to ask members because there are none.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 9310 Corporate Membership Rules

(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it shall have no members. In the absence of any provision in its articles or bylaws providing for members, a corporation shall have no members. (b) Subject to the articles or bylaws, in the case of a corporation which has no members: (1) Any action for which there is no specific provision of this part applicable to a corporation which has no members and which would otherwise require approval by a majority of all members (Section 5033) or approval by the members (Section 5034) shall require only approval of the board. (2) All rights which would otherwise vest under this part in the members shall vest in the directors. (c) Reference in this part to a corporation which has no members includes a corporation in which the directors are the only members. (Amended by Stats. 1984, Ch. 812, Sec. 14.5.)

Last verified: January 23, 2026

Key Terms

corporationmembersarticles or bylawsboarddirectors

Related Statutes

  • § 5310 Corporate Membership Requirements
  • § 7310 Corporate Membership Requirements
  • § 12400 Membership Issuance Consideration Rules
  • § 12403 Corporate Membership Admission Rules
  • § 13275 Association Board Management

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 9310.
View Official Source