CORPORATIONS CODE
SECTION 12410
12410. (a) Unless the articles or bylaws otherwise provide:
(1) No member may transfer a membership or any right arising
therefrom; and
(2) Subject to the provisions of subdivision (b), Section 12422,
and Section 12445, all rights as a member of the corporation cease
upon the member's death or dissolution or the dissolution of a member
which is a business entity.
(b) The articles or bylaws may provide for, or may authorize the
board to provide for, the transfer of memberships, or of memberships
within any class or classes, with or without restriction or
limitation, including transfer upon the death, dissolution, merger,
or reorganization of a member.
(c) Where transfer rights have been provided, no restriction of
them shall be binding with respect to memberships issued prior to the
adoption of the restriction, unless the holders of such memberships
voted in favor of the restriction.
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