California Code, Corporations Code - CORP § 5342

(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.