Corporations Code section 5310

(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, 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.

(c)

Reference in this part to a corporation which has no members includes a corporation in which the directors are the only members.

Source: Section 5310, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=5310.­ (updated Jan. 1, 1984; accessed Jun. 30, 2025).

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Verified:
Jun. 30, 2025

§ 5310's source at ca​.gov