Powers of corporation; classes, qualifications and rights of members; term of membership.
1. A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members.
2. A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. A person may not be admitted as a member without his express or implied consent. For the purposes of this subsection and unless otherwise provided in a corporation’s articles or bylaws, consent includes, but is not limited to:
(a) Contracting for or acceptance of products or services from the corporation;
(b) Acceptance of benefits of membership knowing that the benefits are available only to members; or
(c) Taking some other affirmative action that confers benefits of membership.
Ê If the articles or bylaws provide that a person who contributes to the corporation is a member, a contribution is consent.
3. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for consideration, as is determined by the board.
4. Members are of one class unless the articles establish, or authorize the board or members to establish, more than one class. Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the board or members, unless and to the extent that the articles or bylaws have fixed or limited the rights and preferences of members or different classes of members or provide for nonvoting members. The articles or bylaws may fix the term of membership.
5. A corporation may issue certificates showing membership in the corporation.
Last modified: February 26, 2006