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HomeCorporations CodeCh. 3Art. 4§ 5342 Membership Termination Amendments

§ 5342 Membership Termination Amendments

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

§ 5342 Membership Termination Amendments

Key Takeaways

  • •If a group wants to end all memberships or a type of membership, they must follow special rules.
  • •They have to tell members in writing 45 to 90 days before voting on the change, explaining what will happen.
  • •All members must agree to the change by voting for it.
  • •Members can ask the group to help them talk to other members about the change before voting.

Example

A local club wants to stop having junior members and only allow adult members.

The club must send a letter to all junior members and their families 45 to 90 days before voting. The letter must explain that junior memberships will end. Then, all members must vote to approve this change. If a junior member wants to talk to others about this, the club must help them do that.

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

Official Source
View on CA.gov

§ 5342 Membership Termination Amendments

(a) An amendment of the articles or bylaws which would terminate all memberships or any class of memberships shall meet the requirements of this part and this section. (b) Before such an amendment is adopted the corporation shall give written notice to members not less than 45 nor more than 90 days prior to any vote by the members on the amendment. The written notice shall describe the effect of the amendment on the corporation and the members. However, written notice need not be given at least 45 days prior to any vote by the members on the amendment if all members entitled to vote receive a written notice prior to the vote setting forth the information described in the preceding sentence and sign a written waiver of 45 days notice. (c) Any such amendment shall be approved by the members (Section 5034). (d) The articles or bylaws may impose additional requirements regarding termination of all memberships or any class of memberships. (e) Upon request of a member the corporation shall provide at its option the rights set forth in either paragraph (1) or (2) of subdivision (a) of Section 6330 as soon as reasonably possible to allow the member to communicate with other members regarding the proposed amendment. (f) Any such amendment shall terminate the rights members have pursuant to this part as members (Section 5056). (g) The provisions of Section 5341 shall not apply to termination of all memberships or any class of memberships pursuant to an amendment of the articles or bylaws. (Amended by Stats. 1986, Ch. 766, Sec. 29.)

Last verified: January 23, 2026

Key Terms

amendmentterminate all membershipswritten noticeapproval by the membersadditional requirements

Related Statutes

  • § 12430 Membership Resignation And Expiration
  • § 12431 Membership Termination Procedures
  • § 5340 Membership Resignation And Obligations
  • § 5341 Membership Discipline Procedures
  • § 7340 Membership Resignation And Obligations

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 5342.
View Official Source