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HomeCorporations Code§ 5033 Majority Approval Requirements

§ 5033 Majority Approval Requirements

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 5033 Majority Approval Requirements

Key Takeaways

  • •Big decisions need more than half of all members to say 'yes'.
  • •If members are split into groups, each group must have more than half saying 'yes'.
  • •If the rules say a bigger 'yes' is needed from a group, then that bigger 'yes' is required.

Example

A club wants to change its name. The club has 100 members, split into two groups: 60 adults and 40 kids.

For the name change to happen, more than 50 members overall must say 'yes'. Also, more than half of the adults (31) and more than half of the kids (21) must say 'yes'. If the club rules say all kids must agree, then all 40 kids must say 'yes'.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 5033 Majority Approval Requirements

“Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or written ballot in conformity with Section 5513, Section 7513, or Section 9413) of a majority of the votes entitled to be cast. Such approval shall include the affirmative vote of a majority of the outstanding memberships of each class, unit, or grouping of members entitled, by any provision of the articles or bylaws or of Part 2, Part 3, Part 4 or Part 5 to vote as a class, unit, or grouping of members on the subject matter being voted upon and shall also include the affirmative vote of such greater proportion, including all, of the votes of the memberships of any class, unit, or grouping of members if such greater proportion is required by the bylaws (subdivision (e) of Section 5151, subdivision (e) of Section 7151, or subdivision (e) of Section 9151) or Part 2, Part 3, Part 4 or Part 5. (Amended by Stats. 1979, Ch. 724.)

Last verified: January 23, 2026

Key Terms

majority of all membersaffirmative voteclass, unit, or grouping of members

Related Statutes

  • § 12223 Majority Approval Requirements
  • § 1111 Close Corporation Merger Approval
  • § 1112.5 Merger Approval For Social Purpose Corporations
  • § 12224 Member Approval Requirements
  • § 12362 Director Removal By Members

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 5033.
View Official Source