Corp. Code §7521. Nomination Procedures; Corporations with 500 or More Members

California Corporations Code  >   Corp. Code §7521. Nomination Procedures; Corporations with 500 or More Members

■    A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 7152 or 7153, and except as provided in Section 7522, any person who is qualified to be elected to the board of directors of the corporation may be nominated:
(a)  By any method authorized by the bylaws, or if no method is set forth in the bylaws by any method authorized by the board.
(b)  By petition delivered to an officer of the corporation, signed within 11 months preceding the next time directors will be elected, by members representing the following number of votes:

Number of Votes Eligible
to be Cast for Director
Disregarding any Provision
for Cumulative Voting

Number of Votes
Under 5,000 2 percent of voting power
5,000 or more

one-twentieth of 1 percent of
voting power but not less than 100

This subdivision does not apply to a corporation described in subdivision (c).
(c)  In corporations with one million or more members engaged primarily in the business of retail merchandising of consumer goods, by petition delivered to an officer of the corporation, signed within 11 months preceding the next time directors will be elected, by such reasonable number of members as is set forth in the bylaws, or if no number is set forth in the bylaws, by such reasonable number of members as is determined by the directors.
(d)  If there is a meeting to elect directors, by any member present at the meeting in person or by proxy if proxies are permitted. [1996]

Corp. Code §18630. Personal Liability in Nonprofit Association under Alter Ego Theory

California Corporations Code  >   Title 3. Unincorporated Associations  >   Part 2. Nonprofit Associations  >   Chapter 1. Liability   >   Corp. Code §18630. Personal Liability in Nonprofit Association under Alter Ego Theory
Notwithstanding any other provision of this chapter, a member or person in control of a nonprofit association may be subject to liability for a debt, obligation, or liability of the association under common law principles governing alter ego liability of shareholders of a corporation, taking into account the differences between a nonprofit association and a corporation. [2004]

Corp. Code §18610. Non-liability of Members of Nonprofit Association

California Corporations Code  >   Title 3. Unincorporated Associations  >   Part 2. Nonprofit Associations  >   Chapter 1. Liability   >   Corp. Code §18610. Non-liability of Members of Nonprofit Association
A member of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions is satisfied:
 (a) The member expressly assumes personal responsibility for the obligation in a signed writing that specifically identifies the obligation assumed.
 (b) The member expressly authorizes or ratifies the specific contract, as evidenced by a writing. This subdivision does not apply if the member authorizes or ratifies a contract solely in the member’s capacity as a director, officer, or agent of the association.
 (c) With notice of the contract, the member receives a benefit under the contract. Liability under this subdivision is limited to the value of the benefit received.
 (d) The member executes the contract without disclosing that the member is acting on behalf of the association.
 (e) The member executes the contract without authority to execute the contract. [2004]

Corp. Code §18605. Non-liability of Agents of Nonprofit Association

California Corporations Code  >   Title 3. Unincorporated Associations  >   Part 2. Nonprofit Associations  >   Chapter 1. Liability   >   Corp. Code §18605. Non-liability of Agents of Nonprofit Association
 A member, director, or agent of a nonprofit association is not liable for a debt, obligation, or liability of the association solely by reason of being a member, director, officer, or agent. [2004]

Corp. Code §18615. Circumstances Giving Rise to Personal Liability for Debts of Nonprofit Association

California Corporations Code  >   Title 3. Unincorporated Associations  >   Part 2. Nonprofit Associations  >   Chapter 1. Liability   >   Corp. Code §18615. Circumstances Giving Rise to Personal Liability for Debts of Nonprofit Association
A director, officer, or agent of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions is satisfied:
  (a) The director, officer, or agent expressly assumes responsibility for the obligation in a signed writing that specifically identifies the obligation assumed.
 (b) The director, officer, or agent executes the contract without disclosing that the director, officer, or agent is acting on behalf of the association.
 (c) The director, officer, or agent executes the contract without authority to execute the contract. [2004]

Corp. Code §18620. Liability of Individuals in Nonprofit Association

California Corporations Code  >   Title 3. Unincorporated Associations  >   Part 2. Nonprofit Associations  >   Chapter 1. Liability   >   Corp. Code §18620. Liability of Individuals in Nonprofit Association
 (a) A member, director, officer, or agent of a nonprofit association shall be liable for injury, damage, or harm caused by an act or omission of the association or an act or omission of a director, officer, or agent of the association, if any of the following conditions is satisfied:
  (1) The member, director, officer, or agent expressly assumes liability for injury, damage, or harm caused by particular conduct and that conduct causes the injury, damage, or harm.
  (2) The member, director, officer, or agent engages in tortious conduct that causes the injury, damage, or harm.
  (3) The member, director, officer, or agent is otherwise liable under any other statute.
 (b) This section provides a nonexclusive list of existing grounds for liability, and does not foreclose any common law grounds for liability. [2005]

Corp. Code §18420. Winding Up Affairs after Dissolution

California Corporations Code  >   Title 3. Unincorporated Associations  >   Part 1. General Provisions  >   Chapter 6. Governance   >   Article 6. Dissolution   >   Corp. Code §18420. Winding Up Affairs after Dissolution
 Promptly after commencement of dissolution of an unincorporated association, the board or, if none, the members shall promptly wind up the affairs of the association, pay or provide for its known debts or liabilities, collect any amounts due to it, take any other action as is necessary or appropriate for winding up, settling, and liquidating its affairs, and dispose of its assets as provided in Section 18130. [2005]

Corp. Code §18410. Methods for Dissolution

California Corporations Code  >   Title 3. Unincorporated Associations  >   Part 1. General Provisions  >   Chapter 6. Governance   >   Article 6. Dissolution   >   Corp. Code §18410. Methods for Dissolution
 An unincorporated association may be dissolved by any of the following methods:
 (a) If the association’s governing documents provide a method for dissolution, by that method.
 (b) If the association’s governing documents do not provide a method for dissolution, by the affirmative vote of a majority of the voting power of the association.
 (c) If the association’s operations have been discontinued for at least three years, by the board or, if the association has no incumbent board, by the members of its last preceding incumbent board.
 (d) If the association’s operations have been discontinued, by court order. [2005]

Corp. Code §18400. Effect on Bequest to Disappearing Entity Due to Merger

California Corporations Code  >   Title 3. Unincorporated Associations  >   Part 1. General Provisions  >   Chapter 6. Governance   >   Article 5. Merger   >   Corp. Code §18400. Effect on Bequest to Disappearing Entity Due to Merger
 A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a disappearing entity and that takes effect or remains payable after the merger inures to the benefit of the surviving entity. A trust obligation that would govern property if transferred to the disappearing entity applies to property that is instead transferred to the surviving entity under this section. [2005]