Corporations Code section 7813

An amendment must also be approved by the members (Section 5034) of a class, whether or not such class is entitled to vote thereon by the provisions of the articles or bylaws, if the amendment would:

(a)

Materially and adversely affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer in a manner different than such action affects another class;

(b)

Materially and adversely affect such class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;

(c)

Increase or decrease the number of memberships authorized for such class;

(d)

Increase the number of memberships authorized for another class;

(e)

Effect an exchange, reclassification or cancellation of all or part of the memberships of such class; or

(f)

Authorize a new class of memberships.

Source: Section 7813, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=7813.­ (accessed May 26, 2025).

Last Updated

May 12, 2025

§ 7813’s source at ca​.gov