2011 California Code
Corporations Code
TITLE 1. CORPORATIONS [100 - 14551]
ARTICLE 4. Articles of Incorporation
Section 12313
(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) A provision providing for the distribution of the remaining assets of the corporation, after payment or adequate provision for all of its debts and liabilities, to a charitable trust.
(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) Provisions concerning the transfer of memberships, in accordance with Section 12410.
(3) 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.
(4) 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.
(5) A provision conferring upon members the right to determine the consideration for which memberships shall be issued.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
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