(a) The provisions of Sections 12310 and 12313 of the new law relating to the contents of articles of incorporation do not apply to subject corporations unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this chapter.

(b) The amendment described in subdivision (a) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the subject corporation to Section 12310, deleting any references to the location of its principal office, deleting any statement of par value or any statement regarding the number of directors, or conforming any such statement to Section 12331 (subject to Section 12694), the amendment shall also be approved by the members (Section 12224) if such approval is otherwise required for the changes made.

Terms Used In California Corporations Code 12692

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Corporation: as used in this part means a corporation which is organized under, or subject to this part, including a central organization. See California Corporations Code 12232
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • 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. See California Corporations Code 12233
  • Service of process: The service of writs or summonses to the appropriate party.

(c) The amendment shall not name the corporation’s initial agent for service of process if a report required by Section 12570 has been filed.

(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

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