Section 12320.
Cal. Corporations Code - CORP § 12320.
in effectSubject to any limitations contained in the articles or bylaws and to compliance with other provisions of this part 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 memberships, bonds, debentures, notes, and debt securities.
(e)
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.
(f)
Issue certificates evidencing membership in accordance with the provisions of Section 12401 and issue identity cards to identify those persons eligible to use the corporation’s facilities.
(g)
Levy dues, assessments, and membership and transfer 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)
(1)
In anticipation of or during an emergency, take either or both of the following actions necessary to conduct the corporation’s business operations and affairs, unless emergency bylaws provide otherwise pursuant to subdivision (h) of Section 12331:
(A)
Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent resulting from the emergency.
(B)
Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(2)
During an emergency, take either or both of the following actions necessary to conduct the corporation’s business operations and affairs, unless emergency bylaws provide otherwise pursuant to subdivision (h) of Section 12331:
(A)
Give notice to a director or directors in any practicable manner under the circumstances, including, but not limited to, by publication and radio, when notice of a meeting of the board cannot be given to that director or directors in the manner prescribed by the bylaws or Section 12351.
(B)
Deem that one or more officers of the corporation present at a board meeting is a director, in order of rank and within the same rank in order of seniority,
as necessary to achieve a quorum for that meeting.
(3)
In anticipation of or during an emergency, the board may take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders, but shall not take any action that requires the vote of the members, unless the required vote of the members was obtained prior to the emergency.
(4)
Any actions taken in good faith in anticipation of or during an emergency under this subdivision bind the corporation and shall not be used to impose liability on a corporate director, officer, employee, or agent.
(5)
For purposes of this subdivision, “emergency” means any of the following events or circumstances as a result of which, and only so long as, a quorum of the
corporation’s board of directors cannot be readily convened for action:
(A)
A natural catastrophe, including, but not limited to, a hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, drought, epidemic, pandemic, or disease outbreak, or, regardless of cause, any fire, flood, or explosion.
(B)
An attack on or within this state or on the public security of its residents by an enemy of this state or on the nation by an enemy of the United States of America, or upon receipt by this state of a warning from the federal government indicating that any such enemy attack is probable or imminent.
(C)
An act of terrorism or other manmade disaster that results in extraordinary levels of casualties or damage or disruption severely affecting
the infrastructure, environment, economy, government functions, or population, including, but not limited to, mass evacuations.
(D)
A state of emergency proclaimed by the Governor of this state, including any person serving as Governor in accordance with Section 10 of Article V of the California Constitution and Section 12058 of the Government Code, or by the President of the United States of America.
References
referencesCal. Const. art. V § 10.
referencesCal. Government Code - GOV § 12058.
referencesCal. Corporations Code - CORP § 12401.
referencesCal. Corporations Code - CORP § 12331.
referencesCal. Corporations Code - CORP § 12351.
Source: CA Legislative Counsel Bulk DataURL: https://downloads.leginfo.legislature.ca.gov/pubinfo_2025.zipFetched: 6/27/2026