900-911

CORPORATIONS CODE
SECTION 900-911




900.  (a) By complying with the provisions of this chapter, a
corporation may amend its articles from time to time, in any and as
many respects as may be desired, so long as its articles as amended
contain only such provisions as it would be lawful to insert in
original articles filed at the time of the filing of the amendment
and, if a change in shares or the rights of shareholders or an
exchange, reclassification or cancellation of shares or rights of
shareholders is to be made, such provisions as may be necessary to
effect such change, exchange, reclassification or cancellation. It is
the intent of the Legislature in adopting this section to exercise
to the fullest extent the reserve power of the state over
corporations and to authorize any amendment of the articles covered
by the preceding sentence regardless of whether any provision
contained in the amendment was permissible at the time of the
original incorporation of the corporation.
   (b) A corporation shall not amend its articles to alter any
statement which may appear in the original articles of the names and
addresses of the first directors, nor the name and address of the
initial agent, except to correct an error in the statement or to
delete either after the corporation has filed a statement under
Section 1502.



901.  Before any shares have been issued, any amendment of the
articles may be adopted by a writing signed by a majority of the
incorporators, if directors were not named in the original articles
and have not been elected, or, if directors were named in the
original articles or have been elected, by a majority of the
directors.



902.  (a) After any shares have been issued, amendments may be
adopted if approved by the board and approved by the outstanding
shares (Section 152), either before or after the approval by the
board.
   (b) Notwithstanding subdivision (a), an amendment extending the
corporate existence or making the corporate existence perpetual may
be adopted by a corporation organized prior to August 14, 1929, with
approval by the board alone.
   (c) Notwithstanding subdivision (a), unless the corporation has
more than one class of shares outstanding, an amendment effecting
only a stock split (including an increase in the authorized number of
shares in proportion thereto) may be adopted with approval by the
board alone.
   (d) Notwithstanding subdivision (a), an amendment deleting the
names and addresses of the first directors or the name and address of
the initial agent may be adopted with approval by the board alone.
   (e) Whenever the articles require for corporate action the vote of
a larger proportion or of all of the shares of any class or series,
or of a larger proportion or of all of the directors, than is
otherwise required by this division, the provision in the articles
requiring such greater vote shall not be altered, amended or repealed
except by such greater vote unless otherwise provided in the
articles.
   (f) Notwithstanding subdivision (a), any amendment reducing the
vote required for an amendment pursuant to subdivision (c) of Section
158 may not be adopted unless approved by the affirmative vote of at
least two-thirds of each class of outstanding shares or such other
vote as may then be specified by the articles of the corporation.



903.  (a) A proposed amendment must be approved by the outstanding
shares (Section 152) of a class, whether or not such class is
entitled to vote thereon by the provisions of the articles, if the
amendment would:
   (1) Increase or decrease the aggregate number of authorized shares
of such class, other than an increase as provided in either
subdivision (b) of Section 405 or subdivision (c) of Section 902.
   (2) Effect an exchange, reclassification, or cancellation of all
or part of the shares of such class, including a reverse stock split
but excluding a stock split.
   (3) Effect an exchange, or create a right of exchange, of all or
part of the shares of another class into the shares of such class.
   (4) Change the rights, preferences, privileges or restrictions of
the shares of such class.
   (5) Create a new class of shares having rights, preferences or
privileges prior to the shares of such class, or increase the rights,
preferences or privileges or the number of authorized shares of any
class having rights, preferences or privileges prior to the shares of
such class.
   (6) In the case of preferred shares, divide the shares of any
class into series having different rights, preferences, privileges or
restrictions or authorize the board to do so.
   (7) Cancel or otherwise affect dividends on the shares of such
class which have accrued but have not been paid.
   (b) Different series of the same class shall not constitute
different classes for the purpose of voting by classes except when a
series is adversely affected by an amendment in a different manner
than other shares of the same class.
   (c) In addition to approval by a class as provided in subdivision
(a), a proposed amendment must also be approved by the outstanding
voting shares (Section 152).



904.  (a) Except as provided in subdivision (b), if any amendment of
the articles would make shares assessable or would authorize remedy
by action for the collection of an assessment on fully paid shares,
it shall be approved by all of the outstanding shares affected
regardless of limitations or restrictions on the voting rights
thereof.
   (b) If a corporation is a mutual water company within the meaning
of Section 2705 of the Public Utilities Code, an amendment of the
articles to make the shares assessable or to amend prior article
provisions authorizing assessment of shares shall be approved by the
holders of at least two-thirds of the outstanding shares of any class
affected by the amendment regardless of limitations or restrictions
on the voting rights thereof. However, if the amendment would
authorize remedy by action for the collection of an assessment on
fully paid shares, the amendment shall be approved pursuant to
subdivision (a).


905.  In the case of amendments adopted after the corporation has
issued any shares, the corporation shall file a certificate of
amendment, which shall consist of an officers' certificate stating:
   (a) The wording of the amendment or amended articles in accordance
with Section 907;
   (b) That the amendment has been approved by the board;
   (c) If the amendment is one for which the approval of the
outstanding shares (Section 152) is required, that the amendment was
approved by the required vote of shareholders in accordance with
Section 902, 903 or 904; the total number of outstanding shares of
each class entitled to vote with respect to the amendment; and that
the number of shares of each class voting in favor of the amendment
equaled or exceeded the vote required, specifying the percentage vote
required of each class entitled to vote; and
   (d) If the amendment is one which may be adopted with approval by
the board alone, a statement of the facts entitling the board alone
to adopt the amendment.
   In the event of an amendment of the articles pursuant to a merger,
the filing of the officers' certificate and agreement pursuant to
Section 1103 or a certificate of ownership pursuant to subdivision
(d) of Section 1110 shall be in lieu of any filing required under
this chapter.



906.  In the case of amendments adopted by the incorporators or the
board under Section 901, the corporation shall file a certificate of
amendment signed and verified by a majority of the incorporators or
of the board, as the case may be, which shall state that the signers
thereof constitute at least a majority of the incorporators or of the
board, that the corporation has issued no shares and that they adopt
the amendment or amendments therein set forth. In the case of
amendments adopted by the incorporators, the certificate shall also
state that directors were not named in the original articles and have
not been elected.
   In the case of amendments adopted by the board under Section 901,
the corporation may file a certificate of amendment pursuant to
Section 905 in lieu of a certificate of amendment pursuant to this
section.


907.  (a) The certificate of amendment shall establish the wording
of the amendment or amended articles by one or more of the following
means:
   (1) By stating that the articles shall be amended to read as
therein set forth in full.
   (2) By stating that any provision of the articles, which shall be
identified by the numerical or other designation given it in the
articles or by stating the wording thereof, shall be stricken from
the articles or shall be amended to read as set forth in the
certificate.
   (3) By stating that the provisions set forth therein shall be
added to the articles.
   (b) If the purpose of the amendment is to effect a stock split or
reverse stock split or to reclassify, cancel, exchange, or otherwise
change outstanding shares, the amended articles shall state the
effect thereof on outstanding shares.
   (c) In the event of an amendment to change the statement of
authorized shares from a single class of shares to two classes, the
shares outstanding immediately prior to the amendment are
automatically considered to be the same number of shares of the
common stock class. If the designation of only one of the two classes
includes "common," that class is the common stock class. If the
designation of both classes or of neither class includes "common" but
one of the two classes has limited or no voting rights, the class
whose voting rights are not limited is the common stock class for the
purpose of this subdivision. This subdivision has no application if
the amendment of articles includes a statement of the effect of the
amendment on outstanding shares pursuant to subdivision (b).
   (d) An amendment which adds or eliminates a stated par value or
changes the stated par value and which does not also state the effect
of the amendment on outstanding shares is not thereby subject to
subdivision (b).



908.  Upon the filing of the certificate of amendment, the articles
shall be amended in accordance with the certificate and any stock
split, reverse stock split, reclassification, cancellation, exchange
or other change in shares shall be effected, and a copy of the
certificate, certified by the Secretary of State, is prima facie
evidence of the performance of the conditions necessary to the
adoption of the amendment.



909.  A corporation formed for a limited period may at any time
subsequent to the expiration of the term of its corporate existence,
if it has continuously acted as a corporation and done business as
such, extend the term of its existence by an amendment to its
articles removing any provision limiting the term of its existence
and providing for perpetual existence. If the filing of the
certificate of amendment providing for perpetual existence would be
prohibited if it were original articles by the provisions of Section
201, the Secretary of State shall not file such certificate unless by
the same or a concurrently filed certificate of amendment the
articles of such corporation are amended to adopt a new available
name. For the purpose of the adoption of any such amendment, persons
who have been functioning as directors of such corporation shall be
considered to have been validly elected even though their election
may have occurred after the expiration of the original term of the
corporate existence. The certificate of amendment shall set forth
that the corporation continuously acted as a corporation and did
business as such from the expiration of its term of corporate
existence to the date of the amendment.



910.  (a) A corporation may restate in a single certificate the
entire text of its articles as amended by filing an officers'
certificate or, in circumstances where incorporators or the board may
amend a corporation's articles pursuant to Sections 901 and 906, a
certificate signed and verified by a majority of the incorporators or
the board, as applicable, entitled "Restated Articles of
Incorporation of (insert name of corporation)" which shall set forth
the articles as amended to the date of the filing of the certificate,
except that the signatures and acknowledgments of the articles by
the incorporators and any statements regarding the effect of any
prior amendment upon outstanding shares and any provisions of
agreements of merger (other than amendments to the articles of the
surviving corporation) and the names and addresses of the first
directors and of the initial agent for service of process shall be
omitted (except that the names and addresses of the initial agent for
service of process and, if previously set forth in the articles, the
initial directors, shall not be omitted prior to the time that the
corporation has filed a statement under Section 1502). Such omissions
are not alterations or amendments of the articles. The certificate
may also itself alter or amend the articles in any respect, in which
case the certificate must comply with Section 905 or 906, as the case
may be, and Section 907.
   (b) If the certificate does not itself alter or amend the articles
in any respect, it shall be approved by the board or, prior to the
issuance of any shares and the naming and election of directors, by a
majority of the incorporators, and shall be subject to the
provisions of this chapter relating to an amendment of the articles
not requiring any approval of the outstanding shares (Section 152).
If the certificate does itself alter or amend the articles, it shall
be subject to the provisions of this chapter relating to the
amendment or amendments so made and, except for certificates approved
by a majority of the incorporators, the certificate shall also state
that the board has approved the restated articles.
   (c) Certificates of determination are a part of the articles
within the meaning of this section. The provisions of such a
certificate shall be given an article designation in the restated
articles.
   (d) Restated articles of incorporation filed pursuant to this
section shall supersede for all purposes the original articles and
all amendments and certificates of determination filed prior thereto.



911.  (a) A corporation may, by amendment of its articles pursuant
to this section, convert to a nonprofit public benefit corporation,
nonprofit mutual benefit corporation, nonprofit religious
corporation, or cooperative corporation.
   (b) The amendment of the articles to convert to a nonprofit
corporation shall revise the statement of purpose, delete the
authorization for shares and any other provisions relating to
authorized or issued shares, make such other changes as may be
necessary or desired, and, if any shares have been issued, provide
either for the cancellation of those shares or for the conversion of
those shares to memberships of the nonprofit corporation. The
amendment of the articles to convert to a cooperative corporation
shall revise the statement of purpose, make such other changes as may
be necessary or desired, and, if any shares have been issued,
provide for the cancellation of those shares or for the conversion of
those shares to memberships of the cooperative corporation, if
necessary.
   (c) If shares have been issued, an amendment to convert to a
nonprofit corporation shall be approved by all of the outstanding
shares of all classes regardless of limitations or restrictions on
the voting rights thereof and an amendment to convert to a
cooperative corporation shall be approved by the outstanding shares
(Section 152) of each class regardless of limitations or restrictions
on the voting rights thereof.
   (d) If an amendment pursuant to this section is included in a
merger agreement, the provisions of this section apply, except that
any provision for cancellation or conversion of shares shall be in
the merger agreement rather than in the amendment of the articles.
   (e) Notwithstanding subdivision (c), if a corporation is a mutual
water company within the meaning of Section 2705 of the Public
Utilities Code and under the terms of the conversion each outstanding
share is converted to a membership of a nonprofit mutual benefit
corporation, an amendment to convert to a nonprofit mutual benefit
corporation shall be approved by the outstanding shares (Section 152)
of each class regardless of limitations or restrictions on the
voting rights thereof.