Nonprofit Mutual Benefit Corp. Law › CHAPTER 3. Members [7310 - 7354] › ARTICLE 1. Issuance of Memberships [7310 - 7315]

(Amended by Stats. 1984, Ch. 812, Sec. 6.5.)
Text current as of August 17, 2026, per California Legislative Information.

(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) 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, any provision of this part or the articles or bylaws to the contrary notwithstanding.

(2) All rights which would otherwise vest in the members to share in a distribution upon dissolution 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.

The text of the Nonprofit Mutual Benefit Corporation Law is provided for reference and convenience only, from the California Legislative Information website (leginfo.legislature.ca.gov). It is not legal advice, and the official version of California statutes is published by the state. Statutes may have been amended after the “current as of” date shown above. Consult counsel regarding the application of any statute to your association.