reglab/housing_qa huggingface dataset:
CA Corp Code § 12420 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 3 - Types of Memberships|Section 12420.

12420.  (a) Except as provided in subdivision (b), a corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as provided in its articles or bylaws. If the articles or bylaws authorize at least one class of voting memberships, a corporation may also authorize and issue additional classes of memberships, preferred or otherwise, that are divisible into a series or are nonvoting or both.(b) All worker-members shall have the rights, privileges, preferences, restrictions, or conditions as provided in the articles or bylaws. This membership shall not be divided into partial memberships.(c) A worker cooperative shall only make patronage distributions to the worker-member class.(Amended by Stats. 2015, Ch. 192, Sec. 16. (AB 816) Effective January 1, 2016.)
CA Corp Code § 12421 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 3 - Types of Memberships|Section 12421.

12421.  Except as provided in the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12422 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 3 - Types of Memberships|Section 12422.

12422.  (a) Unless the corporation’s articles or bylaws so provide, memberships are not redeemable. A corporation may provide in its articles or bylaws for one or more classes or series of memberships which are redeemable, in whole or in part, for such consideration within such time or upon the happening of one or more specified events and upon the terms and conditions stated in the articles or bylaws. However, no membership shall actually be redeemed if prohibited by Chapter 4 (commencing with Section 12450).(b) Nothing in this section shall prevent a corporation from creating a sinking fund or similar provision for, or entering into an agreement for, the redemption or purchase of its memberships to the extent permitted by Chapter 4 (commencing with Section 12450).(Amended by Stats. 2013, Ch. 538, Sec. 7. (AB 1255) Effective January 1, 2014.)
CA Corp Code § 12430 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 4 - Termination of Memberships|Section 12430.

12430.  (a) A member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective.(b) This section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments or fees, or arising from contract, a condition to ownership of land, an obligation arising out of the ownership of land, or otherwise, and this section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.(c) A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12440 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 5 - Rights and Obligations of Members and Creditors|Section 12440.

12440.  (a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.(b) No person is liable for any obligation arising from membership unless the person was admitted to membership upon the person’s application or with the person’s consent.(c) The ownership of an interest in real property, when a condition of its ownership is membership in a corporation, shall be considered consent to such membership for the purpose of this section.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12441 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 5 - Rights and Obligations of Members and Creditors|Section 12441.

12441.  A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may avoid liability for them by promptly resigning from membership, except where the member is liable for them by contract, as a condition to ownership of an interest in real property, as an obligation arising out of the ownership of an interest in real property, or otherwise. Unless called to the attention of the member and agreed to in writing by the member, article or bylaw provisions authorizing such dues, assessments or fees do not, of themselves, create such liability. No action shall be brought by or on behalf of any creditor to levy or to require the levy of dues, assessments or fees upon the members of the corporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12442 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 5 - Rights and Obligations of Members and Creditors|Section 12442.

12442.  A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any unpaid balance of the purchase price of the membership, or for any amount owing to the corporation by the member, because the membership is so held, but the estate and funds in the hands of such fiduciary or representative are liable and the membership subject to sale therefor.(Amended by Stats. 1983, Ch. 792, Sec. 22.)
CA Corp Code § 12443 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 5 - Rights and Obligations of Members and Creditors|Section 12443.

12443.  (a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to the corporation to pay the amount due on such member’s membership or otherwise due to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceedings would be useless.(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any such creditor’s action to reach and apply unpaid amounts due the corporation and any or all members who owe amounts to the corporation may be joined in such action. Several judgments may be rendered for and against the parties to the action or in favor of a receiver for the benefit of the respective parties thereto.(c) All amounts paid by any member in any such action shall be credited on the unpaid balance due the corporation by such member.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12444 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 5 - Rights and Obligations of Members and Creditors|Section 12444.

12444.  Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter, member, director, officer or the corporation because of participation in any fraud or illegality practiced upon such creditor or member by any such person or by the corporation or in derogation of any rights which the corporation may have by rescission, cancellation or otherwise because of any fraud or illegality practiced on it by any such person.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12445 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 5 - Rights and Obligations of Members and Creditors|Section 12445.

12445.  The articles or bylaws shall prescribe:(a) The manner of determining each member’s share of the capital of the corporation contributed by the members and, if repayable, the time and manner for its repayment; and(b) The manner of determining the value, if any, of the member’s interest in the corporation apart from contributed capital and the time and manner of the corporation’s purchase, if required, of such interest from a terminated member.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12446 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 5 - Rights and Obligations of Members and Creditors|Section 12446.

12446.  (a) Subject to subdivision (b), Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure shall not apply to any proprietary interest in a consumer cooperative corporation. Any proprietary interest that would otherwise escheat to the state pursuant to Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure shall instead become the property of the corporation.(b) Notwithstanding subdivision (a), no proprietary interest shall become the property of the corporation under this section unless the following requirements are satisfied:(1) The articles or bylaws shall specifically provide for the transfer of ownership of the otherwise escheated proprietary interests to the corporation.(2) At least 60 days prior notice of the proposed transfer of the proprietary interest to the corporation is given to the affected member by first-class or second-class mail to the last address of the member shown on the corporation’s records, and by publication in a newspaper of general circulation in the county in which the corporation has its principal office. Notice given in the foregoing manner shall be deemed actual notice.(3) No proprietary interest shall become the property of the corporation under this section if written notice objecting thereto is received by the corporation from the affected member prior to the date of the proposed transfer.(c) For purposes of this section, a “proprietary interest” shall mean and include any membership, membership certificate, membership share, or share certificate of any class or series representing a proprietary interest in, and issued by, the corporation together with all accrued and unpaid dividends and patronage distributions relating thereto.(Amended by Stats. 2013, Ch. 538, Sec. 8. (AB 1255) Effective January 1, 2014.)
CA Corp Code § 12450 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 4 - Distributions|ARTICLE 1 - Limitations|Section 12450.

12450.  This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 12620), 16 (commencing with Section 12630), and 17 (commencing with Section 12650).(Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12451 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 4 - Distributions|ARTICLE 1 - Limitations|Section 12451.

12451.  Distributions (Section 12235) in any fiscal year shall not exceed 15 percent, multiplied by contributions (whether by membership fees, capital credits, or otherwise) to capital.(Amended by Stats. 1983, Ch. 792, Sec. 23.)
CA Corp Code § 12452 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 4 - Distributions|ARTICLE 1 - Limitations|Section 12452.

12452.  A corporation may, subject to meeting the requirements of Section 12453 and any additional restrictions authorized by Section 12454, purchase or redeem memberships.(Amended by Stats. 1985, Ch. 378, Sec. 7.)
CA Corp Code § 12453 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 4 - Distributions|ARTICLE 1 - Limitations|Section 12453.

12453.  Neither a corporation nor any of its subsidiaries shall purchase or redeem memberships, or make a patronage distribution to members out of earnings of the corporation on nonmember patronage, or make a distribution, if the corporation or the subsidiary purchasing or redeeming memberships or making the distribution is, or as a result thereof would be, likely to be unable to meet its liabilities (except those whose payment is otherwise adequately provided for) as they mature.(Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12454 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 4 - Distributions|ARTICLE 1 - Limitations|Section 12454.

12454.  Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership, upon distributions, or upon patronage distributions, by provision in a corporation’s articles or bylaws or agreement entered into by the corporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12454.5 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 4 - Distributions|ARTICLE 1 - Limitations|Section 12454.5.

12454.5.  (a) A worker cooperative may create an indivisible reserves account that shall not be distributed to members.(b) Funds in the indivisible reserves account shall only derive from non-patronage-sourced income, in a manner provided in the articles or bylaws, or by the board, and shall be used as capital for the cooperative.(Added by Stats. 2015, Ch. 192, Sec. 18. (AB 816) Effective January 1, 2016.)
CA Corp Code § 12455 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 4 - Distributions|ARTICLE 2 - Liability of Members|Section 12455.

12455.  (a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by this chapter is liable to the corporation for the amount so received by the person with interest thereon at the legal rate on judgments until paid.(b) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by this chapter is liable to the corporation for the benefit of all of the creditors entitled to institute an action under subdivision (c) for the amount so received by the person with interest thereon at the legal rate on judgments until paid, but not exceeding the liabilities of the corporation owed to nonconsenting creditors at the time of the violation.(c) Suit may be brought in the name of the corporation to enforce the liability to creditors arising under subdivision (b) for a violation of Section 12452 or 12453 against any or all persons liable by any one or more creditors of the corporation whose debts or claims arose prior to the time of the distribution and who have not consented thereto, whether or not they have reduced their claims to judgment.(d) Any person sued under subdivision (b) may implead all other persons liable under subdivision (b) and may in the absence of fraud by the moving party compel contribution, either in that action or in an independent action against persons not joined in that action.(Amended by Stats. 1984, Ch. 812, Sec. 17.)
CA Corp Code § 12460.5 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 5 - Meetings and Voting|ARTICLE 1 - General Provisions|Section 12460.5.

12460.5.  Notwithstanding Section 12460, a collective board worker cooperative shall not be required to hold an annual meeting of members.(Added by Stats. 2015, Ch. 192, Sec. 20. (AB 816) Effective January 1, 2016.)
CA Corp Code § 12462 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 5 - Meetings and Voting|ARTICLE 1 - General Provisions|Section 12462.

12462.  (a) The lesser of 250 members or members representing 5 percent of the voting power, shall constitute a quorum at a meeting of members, but, subject to subdivisions (b) and (c), a bylaw may set a different quorum. Any bylaw amendment to increase the quorum may be adopted only by approval of the members (Section 12224). If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members unless the vote of a greater number or voting by classes is required by this part or the articles or bylaws.(b) Where a corporation is authorized to conduct a meeting with a quorum of less than one-third of the voting power, then the only matters that may be voted upon at any regular meeting actually attended by less than one-third of the voting power are matters notice of the general nature of which was given, pursuant to the first sentence of subdivision (a) of Section 12461.(c) Subject to subdivision (b), the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum or, if required by this division or the articles or the bylaws, the vote of the greater number or voting by classes.(d) In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented in person, but no other business may be transacted, except as provided in subdivision (c).(Amended by Stats. 2000, Ch. 485, Sec. 17. Effective January 1, 2001.)
CA Corp Code § 12463 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 5 - Meetings and Voting|ARTICLE 1 - General Provisions|Section 12463.

12463.  (a) Subject to subdivision (e), and unless prohibited in the articles or bylaws any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that ballot and any related material may be sent by electronic transmission by the corporation (Section 20) and responses may be returned to the corporation by electronic transmission to the corporation (Section 21). That ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the corporation.(b) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.(c) Ballots shall be solicited in a manner consistent with the requirements of subdivision (b) of Section 12461 and Section 12464. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted.(d) Unless otherwise provided in the articles or bylaws, a written ballot may not be revoked.(e) Directors may be elected by written ballot under this section, where authorized by the articles or bylaws, except that election by written ballot may not be authorized where the directors are elected by cumulative voting pursuant to Section 12484. When directors are to be elected by written ballot and the articles or bylaws prescribe a nomination procedure, the procedure may provide for a date for the close of nominations prior to printing and distributing of the written ballots.(f) The secretary shall cause a vote to be taken by written ballot upon any action or recommendation proposed in writing by 20 percent of the members of the corporation.(Amended by Stats. 2004, Ch. 254, Sec. 40. Effective January 1, 2005.)
CA Corp Code § 12464 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 5 - Meetings and Voting|ARTICLE 1 - General Provisions|Section 12464.

12464.  (a) Any form of written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on the form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot is distributed, to be acted upon by such written ballot, and shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter the vote shall be cast in accordance therewith.(b) In any election of directors, any form of written ballot in which the directors to be voted upon are named therein as candidates and which is marked by a member “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted for the election of a director.(c) Failure to comply with this section shall not invalidate any corporate action taken, but may be the basis for challenging any written ballot and the superior court may compel compliance therewith at the suit of any member.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)