2005 California Corporations Code Sections 5130-5134 Article 3. Articles of Incorporation

CORPORATIONS CODE
SECTION 5130-5134

5130.  The articles of incorporation of a corporation formed under
this part shall set forth:
   (a) The name of the corporation.
   (b) The following statement:    "This corporation is a nonprofit
public benefit corporation and is not organized for the private gain
of any person.  It is organized under the Nonprofit Public Benefit
Corporation Law for (public or charitable (insert one or both))
purposes."   (If the purposes include "public" purposes, the articles
shall, and in all other cases the articles may, include a further
description of the corporation's purposes.)   (c) The name and
address in this state of the corporation's initial agent for service
of process in accordance with subdivision (b) of Section 6210.
5131.  The articles of incorporation may set forth a further
statement limiting the purposes or powers of the corporation.
5132.  (a) The articles of incorporation may set forth any or all of
the following provisions, which shall not be effective unless
expressly provided in the articles:
   (1) A provision limiting the duration of the corporation's
existence to a specified date.
   (2) In the case of a subordinate corporation instituted or created
under the authority of a head organization, a provision setting
forth either or both of the following:
   (i) That the subordinate corporation shall dissolve whenever its
charter is surrendered to, taken away by, or revoked by the head
organization granting it.
   (ii) That in the event of its dissolution pursuant to an article
provision allowed by subdivision (a), paragraph (2), clause (i), of
this section, or, in the event of its dissolution for any reason, any
assets of the corporation after compliance with the applicable
provisions of Chapters 15 (commencing with Section 6510), 16
(commencing with Section 6610) and 17 (commencing with Section 6710)
shall be distributed to the head organization.
   (b) Nothing contained in subdivision (a) shall affect the
enforceability, as between the parties thereto, of any lawful
agreement not otherwise contrary to public policy.
   (c) The articles of incorporation may set forth any or all of the
following provisions:
   (1) The names and addresses of the persons appointed to act as
initial directors.
   (2) The classes of members, if any, and if there are two or more
classes, the rights, privileges, preferences, restrictions and
conditions attaching to each class.
   (3) A provision which would allow any member to have more or less
than one vote in any election or other matter presented to the
members for a vote.
   (4) A provision that requires an amendment to the articles, as
provided in subdivision (c) of Section 5812, or to the bylaws, and
any amendment or repeal of that amendment, to be approved in writing
by a specified person or persons other than the board or the members.
   (5) Any other provision, not in conflict with law, for the
management of the activities and for the conduct of the affairs of
the corporation, including any provision which is required or
permitted by this part to be stated in the bylaws.
5133.  For all purposes other than an action in the nature of quo
warranto, a copy of the articles of a corporation duly certified by
the Secretary of State is conclusive evidence of the formation of the
corporation and prima facie evidence of its corporate existence.
5134.  If initial directors have not been named in the articles, the
incorporator or incorporators, until the directors are elected, may
do whatever is necessary and proper to perfect the organization of
the corporation, including the adoption and amendment of bylaws of
the corporation and the election of directors and officers.


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