2011 California Code
Corporations Code
TITLE 1. CORPORATIONS [100 - 14551]
CHAPTER 8. Amendment of Articles
Section 12502
(a) Except as provided in this section or Section 12503, amendments may be adopted if approved by the board and approved by the members before or after the approval by the board.
(b) Notwithstanding subdivision (a), the following amendments may be adopted by approval of the board alone:
(1) An amendment extending the corporate existence or making the corporate existence perpetual, if the corporation was organized prior to August 14, 1929.
(2) An amendment deleting the names and addresses of the first directors or the name and address of the initial agent.
(3) Any amendment, at a time the corporation has no members.
(c) Whenever the articles require for corporate action the approval of a particular class of members or of a larger proportion of, or all of, the votes of any class, or of a larger proportion of, or all of, the directors, than is otherwise required by this part, the provision in the articles requiring such greater vote shall not be altered, amended or repealed except by such class or such greater vote, unless otherwise provided in the articles.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
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