ARTICLE 1. Issuance of Memberships [9310. - 9313.]

Cal. Corporations Code - CORP 1.
in effect

Cal. Corporations Code - CORP § 9310. Section 9310.

(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.

Cal. Corporations Code - CORP § 9311. Section 9311.

Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the board.

Cal. Corporations Code - CORP § 9312. Section 9312.

No person may hold more than one membership, and no fractional memberships may be held, provided, however, that: (a) Two or more persons may have an indivisible interest in a single membership when authorized by, and in such manner or under the circumstances prescribed by, the articles or bylaws; and (b) If the articles or bylaws provide for classes of membership in which the differences are not merely the number of votes entitled to be cast by members of the class, and if the articles or bylaws permit a person to be a member of more than one class, a person may hold a membership in one or more classes.
Source: CA Legislative Counsel Bulk DataURL: https://downloads.leginfo.legislature.ca.gov/pubinfo_2025.zipFetched: 6/27/2026

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