The Nonprofit Mutual Benefit Corporation Law:

CHAPTER 1. Organization and Bylaws [7110 - 7160]

ARTICLE 1. Title and Purposes [7110 - 7111]

§ 7110 — Title § 7111 — Lawful Purposes; Exclusion of Charitable Corporations

ARTICLE 2. Formation [7120 - 7122.3]

§ 7120 — Formation by Filing Articles of Incorporation § 7121 — Incorporating an Unincorporated Association § 7122 — Restrictions on Corporate Names § 7122.3 — Names Prohibited by Financial Code Section 18104

ARTICLE 3. Articles of Incorporation [7130 - 7135]

§ 7130 — Required Provisions in Articles of Incorporation § 7131 — Optional Statement Limiting Purposes or Powers § 7132 — Optional Provisions in Articles § 7133 — Certified Copy of Articles as Evidence § 7134 — Powers of Incorporators Before Election of Directors § 7135 — Equitable Power to Impress Charitable Trust

ARTICLE 4. Powers [7140 - 7142]

§ 7140 — Powers of the Corporation § 7141 — Assertion of Limitations on Corporate Powers § 7142 — Actions to Remedy Breach of Charitable Trust

ARTICLE 5. Bylaws [7150 - 7153]

§ 7150 — Adoption, Amendment, or Repeal of Bylaws § 7151 — Required and Permitted Bylaw Provisions § 7152 — Delegates § 7153 — Voting by Chapter, Unit, or Region

ARTICLE 6. Location and Inspection of Articles and Bylaws [7160- 7160.]

§ 7160 — Inspection of Articles and Bylaws

CHAPTER 2. Directors and Management [7210 - 7240]

ARTICLE 1. General Provisions [7210 - 7215]

§ 7210 — Corporate Powers Exercised by the Board § 7211 — Board Meetings; Notice; Quorum § 7212 — Committees of the Board § 7213 — Corporate Officers § 7214 — Validity of Instrument Signed by Officers § 7215 — Minutes Are Prima Facie Evidence

ARTICLE 2. Selection, Removal and Resignation of Directors [7220 - 7225]

§ 7220 — Term of Office; Manner of Selection § 7221 — Declaring a Seat Vacant § 7222 — Removal of a Director Without Cause § 7223 — Removal of Director by Courts § 7224 — Filling Vacancies; Resignation § 7225 — Provisional Director

ARTICLE 3. Standards of Conduct [7230 - 7238]

§ 7230 — Application of Standards of Conduct § 7231 — Duties and Liabilities of Directors § 7231.5 — Limitation on Liability of Volunteer Directors and Officers § 7232 — Application of Section 7231 to Director Elections § 7233 — Transactions Involving Directors § 7234 — Interested Directors; Quorum § 7235 — Loans and Guaranties to Directors and Officers § 7236 — Liability of Directors for Improper Distributions § 7237 — Indemnification of Corporate Agents § 7238 — Charitable Trust Assets; Applicable Standards of Conduct

ARTICLE 4. Examination by Attorney General [7240- 7240.]

§ 7240 — Examination by Attorney General

CHAPTER 3. Members [7310 - 7354]

ARTICLE 1. Issuance of Memberships [7310 - 7315]

§ 7310 — Admission of Members; Corporations Without Members § 7311 — Consideration for Memberships § 7312 — Multiple and Fractional Memberships § 7313 — Membership Certificates § 7314 — Lost, Stolen, or Destroyed Certificates § 7315 — Persons Eligible for Membership

ARTICLE 2. Transfer of Memberships [7320- 7320.]

§ 7320 — Transfer of Memberships

ARTICLE 3. Types of Memberships [7330 - 7333]

§ 7330 — Classes of Memberships § 7331 — Equality of Membership Rights § 7332 — Redeemable Memberships § 7333 — Use of the Term "Members"

ARTICLE 4. Termination of Memberships [7340 - 7341]

§ 7340 — Resignation of Members § 7341 — Expulsion, Suspension, or Termination of Membership

ARTICLE 5. Rights and Obligations of Members and Creditors [7350 - 7354]

§ 7350 — Members Not Personally Liable § 7351 — Dues, Assessments, and Fees § 7352 — Liability of Fiduciary Holders of Memberships § 7353 — Creditor Actions to Reach Member Liability § 7354 — Rights Against Fraud Preserved

CHAPTER 4. Distributions [7410 - 7420]

ARTICLE 1. Limitations [7410 - 7414]

§ 7410 — Application of Chapter § 7411 — Distributions Prohibited; Exceptions § 7412 — Prohibition When Unable to Meet Liabilities § 7413 — Restrictions on Purchase or Redemption of Memberships § 7414 — Additional Restrictions Permitted

ARTICLE 2. Liability of Members [7420- 7420.]

§ 7420 — Liability for Improper Distributions

CHAPTER 5. Meetings and Voting [7510 - 7527]

ARTICLE 1. General Provisions [7510 - 7517]

§ 7510 — Place of Meetings; Annual and Special Meetings § 7511 — Notice of Member Meetings; Waiver § 7512 — Quorum § 7513 — Action by Written Ballot Without a Meeting § 7514 — Form of Proxy or Written Ballot § 7515 — Court Order When Meeting or Consent Is Impractical § 7516 — Action by Unanimous Written Consent § 7517 — Acceptance of Ballots, Consents, Waivers, and Proxies

ARTICLE 2. Additional Provisions Relating to Election of Directors [7520 - 7527]

§ 7520 — Reasonable Nomination and Election Procedures § 7521 — Nominations; Corporations With 500 or More Members § 7522 — Close of Nominations; When Election Not Required § 7523 — Publication of Material Soliciting Votes § 7524 — Mailing Nominee Material at Nominee's Expense § 7525 — Refusal to Mail Material; Liability for Content § 7526 — Expenditure of Corporate Funds for Nominees § 7527 — Time to Challenge Election of Directors

CHAPTER 6. Voting of Memberships [7610 - 7616]

§ 7610 — One Vote Per Member § 7611 — Record Date and Eligibility for Voting § 7612 — Membership in Two or More Names § 7613 — Proxies § 7614 — Inspectors of Election § 7615 — Cumulative Voting § 7616 — Action to Determine Validity of Election

CHAPTER 7. Members’ Derivative Actions [7710- 7710.]

§ 7710 — Members' Derivative Actions

CHAPTER 8. Amendment of Articles [7810 - 7820]

§ 7810 — Amendments to Articles of Incorporation § 7811 — Amendment by Incorporators § 7812 — Board and Membership Approval Requirements § 7813 — Amendments Affecting Class Rights § 7813.5 — Amendment Changing Corporate Status § 7814 — Certificate of Amendment § 7815 — Certificate of Amendment by Incorporators § 7816 — Form of Certificate of Amendment § 7817 — Effect of Filing Certificate of Amendment § 7818 — Extension of Corporate Existence § 7819 — Restated Articles of Incorporation § 7820 — Amendment Does Not Abrogate Charitable Trust

CHAPTER 9. Sales of Assets [7910 - 7914]

§ 7910 — Approval of Mortgages and Security Interests § 7911 — Sale of Assets § 7912 — Certificate Evidencing Approval of Transfer § 7913 — Notice to Attorney General; Charitable Trust Assets § 7914 — Health Facility Transactions; Application of Part 2 Provisions

CHAPTER 10. Mergers [8010 - 8022]

ARTICLE 1. Merger [8010 - 8019.1]

§ 8010 — Permitted Mergers § 8011 — Agreement of Merger § 8011.5 — Equal Treatment of Memberships in Merger § 8012 — Approval of Merger by Members § 8013 — Signing of Agreement of Merger § 8014 — Filing of Merger Agreement and Officers' Certificates § 8015 — Amendment of Merger Agreement § 8016 — Abandonment of Merger § 8017 — Certified Copy of Merger Agreement as Evidence § 8018 — Mergers With Foreign Corporations § 8019 — Merger of Nonprofit and Business Corporations § 8019.1 — Merger With Other Business Entities

ARTICLE 2. Effect of Merger [8020 - 8022]

§ 8020 — Effect of Merger § 8020.5 — Assumption of Tax Liability in Merger § 8021 — Real Property of Merging Entities; Recording § 8022 — Bequests and Gifts to Constituent Corporations

CHAPTER 11. Bankruptcy Reorganizations and Arrangements [8110- 8110.]

§ 8110 — Bankruptcy Reorganizations and Arrangements

CHAPTER 12. Required Filings by Corporation or Its Agent [8210 - 8217]

§ 8210 — Statement of Information; Agent for Service of Process § 8211 — Resignation of Agent for Service of Process § 8212 — Death or Resignation of Agent; Replacement § 8214 — Records Available to Assessor § 8215 — Liability for False Statements § 8216 — Attorney General Enforcement of Compliance § 8217 — Exemption for Single-Vehicle Ridesharing Corporations

CHAPTER 13. Records, Reports, and Rights of Inspection [8310 - 8338]

ARTICLE 1. General Provisions [8310 - 8313]

§ 8310 — Records in Written Form § 8311 — Inspection by Agent or Attorney; Right to Copy § 8312 — Inspection Rights Extend to Subsidiaries § 8313 — Inspection Rights May Not Be Limited

ARTICLE 2. Required Records, Reports to Directors and Members [8320 - 8325]

§ 8320 — Records Required to Be Kept § 8321 — Annual Report; Financial Statements § 8322 — Annual Statement of Transactions and Indemnifications § 8323 — Court Enforcement of Reporting Duties § 8324 — Charitable Trust Assets; Government Code Reports § 8325 — Report of Vote Results to Members

ARTICLE 3. Rights of Inspection [8330 - 8338]

§ 8330 — Inspection of Membership List § 8331 — Petition to Set Aside Demand for Membership List § 8332 — Court Restriction of Inspection Rights § 8333 — Inspection of Books and Minutes § 8334 — Director Inspection Rights § 8335 — Relief When Inspection Is Delayed § 8336 — Court Enforcement of Inspection Rights § 8337 — Award of Costs and Expenses § 8338 — Misuse of Membership List

CHAPTER 14. Service of Process [8410- 8410.]

§ 8410 — Service of Process

CHAPTER 15. Involuntary Dissolution [8510 - 8519]

§ 8510 — Complaint for Involuntary Dissolution; Grounds § 8511 — Attorney General Action to Dissolve § 8512 — Appointment of Provisional Director § 8513 — Appointment of Receiver § 8514 — Decree of Winding Up and Dissolution § 8515 — Commencement of Involuntary Proceedings; Conduct of Winding Up § 8516 — Jurisdiction of Court in Winding Up § 8517 — Barring Claims Not Timely Presented § 8518 — Order Declaring Corporation Wound Up and Dissolved § 8519 — Filing of Court Order of Dissolution

CHAPTER 16. Voluntary Dissolution [8610 - 8618]

§ 8610 — Election to Wind Up and Dissolve § 8610.5 — Certificate of Dissolution; No Memberships Issued § 8611 — Certificate of Election to Wind Up § 8612 — Revocation of Election to Wind Up § 8613 — Commencement of Voluntary Winding Up; Notice § 8614 — Court Supervision of Voluntary Winding Up § 8615 — Certificate of Dissolution § 8616 — Expiration of Corporate Term § 8617 — Petition for Court Order of Dissolution § 8618 — Disposition of Known Claims

CHAPTER 17. General Provisions Relating to Dissolution [8710 - 8724]

§ 8710 — Powers of Directors During Winding Up § 8711 — Filling Board Vacancies During Winding Up § 8712 — Court Appointment When Directors Unavailable § 8713 — Payment of Debts; Distribution of Remaining Assets § 8714 — Adequate Provision for Payment of Debts § 8715 — Assets Held Upon Condition Requiring Return § 8716 — Disposition of Charitable Trust Assets § 8717 — Order of Disposition of Assets on Dissolution § 8718 — Distribution in Money, Property, or Securities § 8719 — Plan of Distribution; Class Approval § 8720 — Distributions to Unknown Persons; Deposit With Controller § 8721 — Recovery of Improper Distributions § 8722 — Corporate Existence Continues for Winding Up § 8723 — Causes of Action Against Dissolved Corporation § 8724 — Owners' Associations; Restrictions on Asset Transfer and Dissolution

CHAPTER 18. Crimes and Penalties [8810 - 8817]

§ 8810 — Delinquency Notice and Penalty; Statement of Information § 8811 — Fraudulent Issuance of Memberships § 8812 — Fraudulent Distributions of Assets § 8813 — False Reports of Financial Condition § 8814 — Fraudulent Receipt of Corporate Property; False Entries § 8815 — Exhibiting False Instruments to Public Officers § 8816 — Unauthorized Use of Names in Advertisements § 8817 — Prosecution Under Other Statutes

CHAPTER 19. Foreign Corporations [8910- 8910.]

§ 8910 — Foreign Corporations Transacting Intrastate Business