Section 502. Members' capital contributions  


Latest version.
  • (a) The certificate of incorporation may provide that members, upon or
      subsequent  to admission, shall make capital contributions in the amount
      specified therein. The requirement of a capital contribution  may  apply
      to  all  members,  or to the members of a single class, or to members of
      different classes in different amounts or proportions.
        (b) A member's capital contribution shall consist of  money  or  other
      property, tangible or intangible, or labor or services actually received
      by  or  performed  for  the  corporation  or  for  its benefit or in its
      formation or reorganization, or a combination thereof. In the absence of
      fraud in the transaction, the judgment of the board as to the  value  of
      the consideration received by the corporation shall be conclusive.
        (c)  Neither  obligations of the member for future payments nor future
      services shall constitute payment or part payment of a member's  capital
      contribution.
        (d)  A  member's  capital contribution shall be evidenced by a capital
      certificate which shall be non-transferable, except that the certificate
      of incorporation of a Type A corporation may provide  that  its  capital
      certificates, or some of them, may be transferable to other members with
      the consent of the corporation upon specified terms and conditions.
        (e) A member's capital contribution shall not be repaid or redeemed by
      the  corporation  except  upon  dissolution  of  the corporation or upon
      redemption of the capital certificate as provided  in  this  chapter.  A
      corporation  may  provide  in  its certificate of incorporation that its
      capital certificates, or some of them, shall be redeemable, in whole  or
      in  part, at the option of the corporation only, at such price or prices
      (not to exceed the amount of  the  capital  contribution),  within  such
      period  or  periods,  and on such terms and conditions, not inconsistent
      with this chapter, as are stated in the certificate of incorporation.