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California Corporations Code Section 5056

Legal Research Home > California Laws > Corporations Code > California Corporations Code Section 5056

(a) "Member" means any person who, pursuant to a specific
provision of a corporation's articles or bylaws, has the right to
vote for the election of a director or directors or on a disposition
of all or substantially all of the assets of a corporation or on a
merger or on a dissolution unless the provision granting such right
to vote is only effective as a result of paragraph (2) of subdivision
(a) of Section 7132. "Member" also means any person who is
designated in the articles or bylaws as a member and, pursuant to a
specific provision of a corporation's articles or bylaws, has the
right to vote on changes to the articles or bylaws.
   (b) The articles or bylaws may confer some or all of the rights of
a member, set forth in this part and in Parts 2 through 5 of this
division, upon any person or persons who do not have any of the
voting rights referred to in subdivision (a).
   (c) Where a member of a corporation is not a natural person, such
member may authorize in writing one or more natural persons to vote
on its behalf on any or all matters which may require a vote of the
members.
   (d) A person is not a member by virtue of any of the following:
   (1) Any rights such person has as a delegate.
   (2) Any rights such person has to designate or select a director
or directors.
   (3) Any rights such person has as a director.

Last modified: February 13, 2012