Additional Article Provisions
While not required to name initial directors in Articles of Incorporation, if initial directors are named, all initial directors must sign and acknowledge the articles. (California Corporations Code sections 5120(b) [public benefit], 7120(b) [mutual benefit] or 9120(b) [religious}.)
When an acknowledgment is required, the articles may be formally acknowledged or acknowledged by written declaration as prescribed by California Corporations Code section 5030(b). Following is an example of an acceptable signature block with an acknowledgment by written declaration when one initial director is named in the Articles of Incorporation:
If initial directors are not named in the Articles of Incorporation, the articles must be signed by one or more persons who thereupon are the incorporators of the corporation. (California Corporations Code sections 5120(b) [public benefit], 7120(b) [mutual benefit] or 9120(b) [religious].)
Mutual Benefit - Restrictions
A mutual benefit corporation cannot do any of the following: (a) use the word "foundation" in the corporate name; (b) create the impression that the corporate purpose is public, charitable, or religious; or (c) create the impression that it is a charitable foundation. (California Corporations Code section 7122(b).)
The Board of Directors cannot be given unlimited authority to make, alter, amend or repeal bylaws of the corporation. Once members have been admitted, California Corporations Code sections 5151(b) [public benefit], 7151(b) [mutual benefit] and 9151(b) [religious], require member approval for bylaw changes in the number or maximum and minimum number of directors.
Number of Directors
The articles may set forth the number of directors of the corporation in compliance with California Corporations Code sections 5151(a) [public benefit], 7151(a) [mutual benefit] and 9151(a) [religious]. If the number of directors is set forth, the number must be either a specified number, or a range identifying an acceptable minimum and maximum number of directors - but not both.
Indemnification provisions must match exactly the requirements of California Corporations Code sections 5238 [public benefit], 7237 [mutual benefit] or 9246 [religious]. The Code does not provide for a shorthand phrase to encompass the indemnification provision or excess indemnification provision as with stock corporations.
All memberships have exactly the same rights, preferences, privileges and restrictions unless the articles or bylaws provide specification as to memberships with different rights, preferences, privileges, restrictions or conditions (e.g. classes of memberships). (California Corporations Code sections 5330, 5331 [public benefit]; 7330, 7331 [mutual benefit]; 9330, 9331 [religious].)