Chapter 1 Organization and Bylaws
Chapter 2 Directors and Management
Chapter 3 Members
Chapter 4 Distributions
Chapter 5 Meetings and Voting
Chapter 6 Voting of Memberships
Chapter 7 Members’ Derivative Actions
Chapter 8 Amendment of Articles
Chapter 9 Sales of Assets
Chapter 10 Mergers
Chapter 11 Bankruptcy Reorganizations and Arrangements
Chapter 12 Required Filings by Corporation or Its Agent
Chapter 13 Records, Reports, and Rights of Inspection
Chapter 14 Service of Process
Chapter 15 Involuntary Dissolution
Chapter 16 Voluntary Dissolution
Chapter 17 General Provisions Relating to Dissolution
Chapter 18 Crimes and Penalties
Chapter 19 Foreign Corporations

Terms Used In California Codes > Corporations Code > Title 1 > Division 2 > Part 2 - NONPROFIT PUBLIC BENEFIT CORPORATIONS

  • Accepting county: means the county accepting transferred territory by reason of a county boundary change. See California Government Code 23231
  • acquisition of land: as used in this chapter , or in any rule, regulation, or policy adopted by the state librarian pursuant to Section 19960, shall include, but shall not be limited to, the acquisition of land by eminent domain and the eligible cost of acquisition of land by eminent domain shall be the fair market value of the property as defined by Sections 1263. See California Education Code 19957.5
  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Affected county: means any county which contains or would contain territory which is the subject of a boundary change. See California Government Code 23201
  • Affected county: means each county from which territory is proposed to be transferred to create a new county. See California Government Code 23301
  • Affected county: means each county which is proposed to be part of a consolidated county or which is consolidated with one or more counties. See California Government Code 23501
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Aggrieved party: means a party entitled to pursue a remedy. See California Commercial Code 1201
  • agreement: means the total legal obligation that results from the parties' agreement as determined by this code and as supplemented by any other applicable laws. See California Commercial Code 1201
  • 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.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • application: includes the original documents or writings filed and any other supporting documents or writings including supporting documents provided or filed contemporaneously, or later, in support of the application whether provided or filed by the applicant or by any other person in support of the application. See California Business and Professions Code 478
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Approved county: means the territory to be included in a new county after the registered voters in the affected county or counties have approved the creation of such a new county at a primary election, pursuant to Article 4 (commencing with Section 23350), but before an election is held for purposes of determining the location of the county seat and the selection of county officers for such new county, pursuant to Article 4. See California Government Code 23301
  • Arrest: Taking physical custody of a person by lawful authority.
  • assessed value: means 25 percent of full value to, and including, the 1980-81 fiscal year, and 100 percent of full value for the 1981-82 fiscal year and fiscal years thereafter. See California Government Code 25
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bail: Security given for the release of a criminal defendant or witness from legal custody (usually in the form of money) to secure his/her appearance on the day and time appointed.
  • Bank: means a person engaged in the business of banking, and includes a savings bank, savings and loan association, credit union, and trust company. See California Commercial Code 1201
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Bearer: means a person in possession of a negotiable instrument, document of title, or certificated security that is payable to bearer or endorsed in blank. See California Commercial Code 1201
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Bequest: Property gifted by will.
  • Board: means the California Library Construction and Renovation Board. See California Education Code 19952
  • Board: means the California Public Library Construction and Renovation Board. See California Education Code 19986
  • board: means any entity listed in Section 101, the entities referred to in Sections 1000 and 3600, the State Bar, the Department of Real Estate, and any other state agency that issues a license, certificate, or registration authorizing a person to engage in a business or profession. See California Business and Professions Code 31
  • Board: includes "bureau" "commission" "committee" "department" "division" "examining committee" "program" and "agency. See California Business and Professions Code 477
  • Board: as used in this chapter , includes a board, advisory board, commission, examining committee, committee or other similarly constituted body exercising powers under this code. See California Business and Professions Code 452
  • board of supervisors: means the board of supervisors of the county within which the city or territory is situated. See California Government Code 34001
  • Bureau: refers to the Bureau of Household Goods and Services, as established in Section 9810. See California Business and Professions Code 19225.5
  • Buyer: means a person who buys or contracts to buy goods. See California Commercial Code 2103
  • Charity: An agency, institution, or organization in existence and operating for the benefit of an indefinite number of persons and conducted for educational, religious, scientific, medical, or other beneficent purposes.
  • Chief: refers to the chief of the bureau. See California Business and Professions Code 19225.5
  • City: includes "city and county" and "incorporated town" but does not include "unincorporated town" or "village. See California Government Code 20
  • City: includes city and county. See California Business and Professions Code 18
  • Clerk: means the clerk of a county board of supervisors. See California Government Code 23231
  • Clerk: means the clerk of a county board of supervisors. See California Government Code 23301
  • Clerk: means the clerk of the county board of supervisors. See California Government Code 23501
  • Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
  • Commission: means the County Boundary Review Commission. See California Government Code 23231
  • Commission: means the County Formation Review Commission. See California Government Code 23301
  • Committee: means the California Library Construction and Renovation Finance Committee created pursuant to Section 19972. See California Education Code 19952
  • Committee: means the California Library Construction and Renovation Finance Committee established pursuant to Section 19972. See California Education Code 19986
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Conducting county: means any county whose board of supervisors adopts a resolution pursuant to Section 23206. See California Government Code 23201
  • Contiguous: means territory which adjoins the boundary line of the proposed county. See California Government Code 23301
  • contract: means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1303. See California Commercial Code 1201
  • Contract for sale: includes both a present sale of goods and a contract to sell goods at a future time. See California Commercial Code 2106
  • Corporation: includes a corporation, a company, an association, and a joint stock association. See California Business and Professions Code 19225.5
  • County: includes city and county. See California Government Code 19
  • County: includes "city and county. See California Corporations Code 14
  • Creditor: includes a general creditor, a secured creditor, a lien creditor, and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor's or assignor's estate. See California Commercial Code 1201
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim. See California Commercial Code 1201
  • department: whenever used in this code , unless the context otherwise requires, means the State Department of Education. See California Education Code 89
  • Department: refers to the Department of Consumer Affairs. See California Business and Professions Code 19225.5
  • Dependent: A person dependent for support upon another.
  • Devise: To gift property by will.
  • Director: refers to the Director of Consumer Affairs. See California Business and Professions Code 19225.5
  • 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 5047
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • dissenting interest: means the interest of a member that satisfies all of the following conditions:

    California Corporations Code 17711.02

  • dissenting member: means the recordholder of a dissenting interest, and includes an assignee of record of that interest. See California Corporations Code 17711.02
  • Electronic transmission by the corporation: means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) to a recipient who has provided an unrevoked consent to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. See California Corporations Code 20
  • Electronic transmission to the corporation: means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the corporation has provided from time to time to shareholders or members and directors for sending communications to the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (3) other means of electronic communication, (b) as to which the corporation has placed in effect reasonable measures to verify that the sender is the shareholder or member (in person or by proxy) or director purporting to send the transmission, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. See California Corporations Code 21
  • Embezzlement: In most states, embezzlement is defined as theft/larceny of assets (money or property) by a person in a position of trust or responsibility over those assets. Embezzlement typically occurs in the employment and corporate settings. Source: OCC
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Ex officio: Literally, by virtue of one's office.
  • executed: when used with respect to the documents filed pursuant to this code or pursuant to regulations adopted under this code, and presented to the Secretary of State, include a document bearing a signature under subdivision (a). See California Corporations Code 17.1
  • Executive session: A portion of the Senate's daily session in which it considers executive business.
  • Executor: A male person named in a will to carry out the decedent
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Federal Reserve System: The central bank of the United States. The Fed, as it is commonly called, regulates the U.S. monetary and financial system. The Federal Reserve System is composed of a central governmental agency in Washington, D.C. (the Board of Governors) and twelve regional Federal Reserve Banks in major cities throughout the United States. Source: OCC
  • Fiduciary: A trustee, executor, or administrator.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Forgery: The fraudulent signing or alteration of another's name to an instrument such as a deed, mortgage, or check. The intent of the forgery is to deceive or defraud. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • Fund: means the California Library Construction and Restoration Fund created pursuant to Section 19955. See California Education Code 19952
  • Fund: means the California Public Library Construction and Renovation Fund. See California Education Code 19986
  • Fund: means the Household Movers Fund established pursuant to Section 19229. See California Business and Professions Code 19225.5
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Good faith: except as otherwise provided in Division 5 (commencing with Section 5101), means honesty in fact and the observance of reasonable commercial standards of fair dealing. See California Commercial Code 1201
  • goods: means goods used or bought for use primarily for personal, family or household purposes. See California Commercial Code 2800
  • Governing board: means board of school trustees, community college board of trustees, and city, and city and county board of education. See California Education Code 78
  • Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
  • Holder: means :

    California Commercial Code 1201

  • Household mover: includes every corporation or person, their lessees, trustee, receivers, or trustees appointed by any court whatsoever, engaged in the permitted or unpermitted transportation for compensation or hire as a business by means of a motor vehicle or motor vehicles being used in the transportation of used household goods and personal effects over any public highway in this state. See California Business and Professions Code 19225.5
  • Indebtedness: means the net obligations of a county arising from contract or through the operation of law, other than short-term operational expenses, but including and not limited to obligations arising under general obligation bonds, leases, joint powers agreements, and similar obligations or contracts entered into by the county prior to the date on which a petition is filed. See California Government Code 23301
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Insolvency proceeding: includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved. See California Commercial Code 1201
  • Insolvent: means :

    California Commercial Code 1201

  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Joint committee: Committees including membership from both houses of teh legislature. Joint committees are usually established with narrow jurisdictions and normally lack authority to report legislation.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • legislative body: means board of trustees, city council, or other governing body of a city. See California Government Code 34000
  • Legislative session: That part of a chamber's daily session in which it considers legislative business (bills, resolutions, and actions related thereto).
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • license: means license, certificate, registration, or other means to engage in a business or profession regulated by this code or referred to in Section 1000 or 3600. See California Business and Professions Code 23.7
  • License: includes certificate, registration or other means to engage in a business or profession regulated by this code. See California Business and Professions Code 477
  • Licensee: means any person authorized by a license, certificate, registration, or other means to engage in a business or profession regulated by this code or referred to in Sections 1000 and 3600. See California Business and Professions Code 23.8
  • Licensing board: means any board, as defined in Section 22, the State Bar of California, and the Department of Real Estate. See California Business and Professions Code 30
  • Life estate: A property interest limited in duration to the life of the individual holding the interest (life tenant).
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • material: includes a statement or omission substantially related to the qualifications, functions, or duties of the business or profession. See California Business and Professions Code 478
  • Money: means a medium of exchange currently authorized or adopted by a domestic or foreign government. See California Commercial Code 1201
  • month: means a calendar month, unless otherwise expressed. See California Civil Code 14
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Mortgagee: The person to whom property is mortgaged and who has loaned the money.
  • Motor vehicle: means every motor truck, tractor, or other self-propelled vehicle used for transportation of property over the public highways, other than upon fixed rails or tracks, and any trailer, semitrailer, dolly, or other vehicle drawn thereby. See California Business and Professions Code 19225.5
  • Notice: includes all papers and orders required to be served in any proceedings before any court, board, or officer, or when required by law to be served independently of such proceeding. See California Government Code 26660
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Oral argument: An opportunity for lawyers to summarize their position before the court and also to answer the judges' questions.
  • Organization: means a person other than an individual. See California Commercial Code 1201
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Person: includes any person, firm, association, organization, partnership, limited liability company, business trust, corporation, or company. See California Government Code 17
  • Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity. See California Commercial Code 1201
  • Person: includes an individual, a firm, or a copartnership. See California Business and Professions Code 19225.5
  • Person: includes a corporation as well as a natural person. See California Corporations Code 18
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Principal county: means the county from which it is proposed that territory with the greatest proportion of assessed value, as shown on the last equalized assessment roll, relative to the total amount of taxable property within the boundaries of a proposed county, is to be transferred to create, in part, that proposed county. See California Government Code 23301
  • Principal county: means the county with the greatest proportion of assessed value, as shown on the last equalized assessment roll, to the total amount of taxable property in the county. See California Government Code 23501
  • Probable cause: A reasonable ground for belief that the offender violated a specific law.
  • Probate: Proving a will
  • property: includes property real and personal. See California Civil Code 14
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Purchase: means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property. See California Commercial Code 1201
  • Purchaser: means a person that takes by purchase. See California Commercial Code 1201
  • Quorum: The number of legislators that must be present to do business.
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See California Commercial Code 1201
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Remedy: means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal. See California Commercial Code 1201
  • Representative: means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate. See California Commercial Code 1201
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • Right: includes remedy. See California Commercial Code 1201
  • Security interest: includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction that is subject to Division 9 (commencing with Section 9101). See California Commercial Code 1201
  • Seller: means a person who sells or contracts to sell goods. See California Commercial Code 2103
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Signature: includes mark when the signer cannot write, such signer's name being written near the mark by a witness who writes his own name near the signer's name. See California Corporations Code 17
  • Signed: includes using any symbol executed or adopted with present intention to adopt or accept a writing. See California Commercial Code 1201
  • Spouse: includes "registered domestic partner" as required by Section 297. See California Business and Professions Code 14.2
  • Spouse: includes "registered domestic partner" as required by Section 297. See California Corporations Code 12.2
  • State: means the State of California, unless applied to the different parts of the United States. See California Government Code 18
  • State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See California Commercial Code 1201
  • State: means the State of California, unless applied to the different parts of the United States. See California Business and Professions Code 21
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Subdivision: means a subdivision of the section in which the term occurs unless some other section is expressly mentioned. See California Government Code 10
  • Subdivision: means a subdivision of the section in which that term occurs, unless some other section is expressly mentioned. See California Business and Professions Code 15
  • Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Corporations Code 10
  • Subpoena: A command to a witness to appear and give testimony.
  • Summons: Another word for subpoena used by the criminal justice system.
  • Surety: includes a guarantor or other secondary obligor. See California Commercial Code 1201
  • tax obligation: means the tax imposed under, or in accordance with, Part 1 (commencing with Section 6001), Part 1. See California Business and Professions Code 31
  • Term: means a portion of an agreement that relates to a particular matter. See California Commercial Code 1201
  • Testify: Answer questions in court.
  • third party: means a person that has engaged in a transaction or made an agreement subject to this code. See California Commercial Code 1201
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
  • Transferring county: means the county from which territory is, or is proposed to be, transferred by reason of a county boundary change. See California Government Code 23231
  • Unauthorized signature: means a signature made without actual, implied, or apparent authority. See California Commercial Code 1201
  • Uninhabited territory: means territory where less than 12 persons who have been registered to vote within the territory for at least 54 days reside at the time of filing of a petition or resolution for county boundary change. See California Government Code 23231
  • Variable Rate: Having a "variable" rate means that the APR changes from time to time based on fluctuations in an external rate, normally the Prime Rate. This external rate is known as the "index." If the index changes, the variable rate normally changes. Also see Fixed Rate.
  • will: includes codicil. See California Civil Code 14
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.
  • Writing: includes printing, typewriting, or any other intentional reduction to tangible form. See California Commercial Code 1201