reglab/housing_qa huggingface dataset:
CA Corp Code § 12484 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 6 - Voting of Memberships|Section 12484.

12484.  (a) Except in the case of a central organization, cumulative voting shall not be permitted. In the case of a central organization, if the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate such member’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the member is entitled, or distribute the member’s votes on the same principle among as many candidates as the member thinks fit. An article or bylaw provision authorizing cumulative voting may be repealed or amended only by approval of the members (Section 12224), except that the governing article or bylaw provision may require the vote of a greater proportion of the members, or of the members of any class, for its repeal.(b) No member shall be entitled to cumulate votes for a candidate or candidates unless such candidate’s name or candidates’ names have been placed in nomination prior to the voting and the member has given notice at the meeting prior to the voting of the member’s intention to cumulate votes. If any one member has given such notice, all members may cumulate their votes for candidates in nomination.(c) In any election of directors of a central organization by cumulative voting, the candidates receiving the highest number of votes are elected, subject to any lawful provision specifying election by classes. In any other election of directors, unless otherwise provided in the articles or bylaws, the candidates receiving the highest number of votes are elected.(d) Elections for directors need not be by ballot unless a member demands election by ballot at the meeting and before the voting begins or unless the bylaws so require.(Amended by Stats. 1984, Ch. 812, Sec. 17.5.)
CA Corp Code § 12485 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 6 - Voting of Memberships|Section 12485.

12485.  (a) Upon the filing of an action therefor by any director or member or by any person who had the right to vote in the election at issue, the superior court of the proper county shall determine the validity of any election or appointment of any director of any corporation.(b) Upon the filing of the complaint, and before any further proceedings are had, the court shall enter an order fixing a date for the hearing, which shall be within five days unless for good cause shown a later date is fixed, and requiring notice of the date for the hearing and a copy of the complaint to be served upon the corporation and upon the person whose purported election or appointment is questioned and upon any person (other than the plaintiff) whom the plaintiff alleges to have been elected or appointed, in the manner in which a summons is required to be served, or, if the court so directs, by registered mail; and the court may make such further requirements as to notice as appear to be proper under the circumstances.(c) The court, consistent with the provisions of this part and in conformity with the articles and bylaws to the extent feasible, may determine the person entitled to the office of director or may order a new election to be held or appointment to be made, may determine the validity, effectiveness and construction of voting agreements and voting trusts, the validity of the issuance of memberships and the right of persons to vote and may direct such other relief as may be just and proper.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12500 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12500.

12500.  (a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects as may be desired, so long as its articles as amended contain only such provisions as it would be lawful to insert in original articles filed at the time of the filing of the amendment or as authorized by Section 12504 and, if a change in the rights of members or an exchange, reclassification or cancellation of memberships is to be made, such provisions as may be necessary to effect such change, exchange, reclassification or cancellation. It is the intent of the Legislature in adopting this section to exercise to the fullest extent the reserve power of the state over corporations and to authorize any amendment of the articles covered by the preceding sentence regardless of whether any provision contained in the amendment was permissible at the time of the original incorporation of the corporation.(b) A corporation shall not amend its articles to add any statement or to alter any statement which may appear in the original articles of the initial street address and initial mailing address of the corporation, the names and addresses of the first directors, or the name and address of the initial agent, except to correct an error in the statement or to delete the information after the corporation has filed a statement under Section 12570.(Amended by Stats. 2012, Ch. 494, Sec. 29. (SB 1532) Effective January 1, 2013.)
CA Corp Code § 12501 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12501.

12501.  Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators so long as:(a) No directors were named in the original articles;(b) No directors have been elected; and(c) The corporation has no members.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12502 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12502.

12502.  (a) Except as provided in this section or Section 12503, amendments may be adopted if approved by the board and approved by the members before or after the approval by the board.(b) Notwithstanding subdivision (a), the following amendments may be adopted by approval of the board alone:(1) An amendment extending the corporate existence or making the corporate existence perpetual, if the corporation was organized prior to August 14, 1929.(2) An amendment deleting the initial street address and initial mailing address of the corporation, the names and addresses of the first directors, or the name and address of the initial agent.(3) Any amendment, at a time the corporation has no members.(4) Any amendment authorized in the articles pursuant to subdivision (c) of Section 12313 fixing the rights, privileges, preferences, restrictions, and conditions attaching to any wholly unissued class of memberships.(5) Any amendment authorized in the articles pursuant to subdivision (c) of Section 12313 fixing the designation, number of memberships and the rights, privileges, preferences, restrictions, and conditions attaching to any wholly unissued series of memberships, or an increase or decrease in the number of memberships of any series.(c) Whenever the articles require for corporate action the approval of a particular class of members or of a larger proportion of, or all of, the votes of any class, or of a larger proportion of, or all of, the directors, than is otherwise required by this part, the provision in the articles requiring a greater vote shall not be altered, amended or repealed except by the class or the greater vote, unless otherwise provided in the articles.(Amended by Stats. 2013, Ch. 538, Sec. 9. (AB 1255) Effective January 1, 2014.)
CA Corp Code § 12503 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12503.

12503.  (a) An amendment shall also be approved by the members (Section 12224) of a class, whether or not the class is entitled to vote thereon by the provisions of the articles, if the amendment would do any of the following:(1) Materially and adversely affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer, or the obligations of that class, in a manner different than such action affects another class.(2) Materially and adversely affect such class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class.(3) Increase the number of memberships authorized for the class.(4) Increase the number of memberships authorized for another class.(5) Effect an exchange, reclassification or cancellation of all or part of the memberships of the class.(6) Authorize a new class of memberships.(b) An amendment shall also be approved by the members of a series whether or not the series is entitled to vote thereon by the articles or bylaws if the series is adversely affected by the amendment in a different manner than other shares of the same class.(Amended by Stats. 2013, Ch. 538, Sec. 10. (AB 1255) Effective January 1, 2014.)
CA Corp Code § 12504 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12504.

12504.  (a) A corporation may amend its articles to change its status to that of a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, a nonprofit religious corporation, a business corporation, or a social purpose corporation by complying with this section and the other sections of this chapter.(b) Except as authorized by Section 12501 or unless the corporation has no members, an amendment to change its status to a nonprofit public benefit corporation or a nonprofit religious corporation shall: (1) be approved by the members (Section 12224), and the fairness of the amendment to the members shall be approved by the Commissioner of Business Oversight pursuant to Section 25142; or (2) be approved by the members (Section 12224) in an election conducted by written ballot pursuant to Section 12463 in which no negative votes are cast; or (3) be approved by 100 percent of the voting power.(c) Amended articles authorized by this section shall include the provisions which would have been required (other than the initial street address and initial mailing address of the corporation and the name of the initial agent for service of process if a statement has been filed pursuant to Section 12570), and may in addition only include those provisions which would have been permitted, in original articles filed by the type of corporation (nonprofit public benefit, nonprofit mutual benefit, nonprofit religious, business, or social purpose) into which the corporation is changing its status.(d) At the time of filing a certificate of amendment to change status to a nonprofit public benefit corporation, the Secretary of State shall forward a copy of the filed certificate to the Attorney General.(Amended by Stats. 2019, Ch. 143, Sec. 31. (SB 251) Effective January 1, 2020.)
CA Corp Code § 12505 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12505.

12505.  (a) Upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officers’ certificate stating:(1) The wording of the amendment or amended articles is in accordance with Section 12507;(2) That the amendment has been approved by the board;(3) If the amendment is one for which the approval of the members (Section 12224) or the approval of 100 percent of the voting power is required, that the amendment was approved by the required vote of members; and(4) If the amendment is one which may be adopted with approval by the board alone, a statement of the facts entitling the board alone to adopt the amendment. (b) In the event of an amendment of the articles pursuant to a merger, the filing of the officers’ certificate and agreement pursuant to Section 12535 shall be in lieu of any filing required under this chapter.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12506 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12506.

12506.  In the case of amendments adopted by the incorporators under Section 12501, the corporation shall file a certificate of amendment signed and verified by a majority of the incorporators which shall state that the signers thereof constitute at least a majority of the incorporators, that directors were not named in the original articles and have not been elected, that the corporation has no members and that they adopt the amendment or amendments therein set forth.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12507 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12507.

12507.  The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means:(a) By stating that the articles shall be amended to read as therein set forth in full.(b) By stating that any provision of the articles, which shall be identified by the numerical or other designation given it in the articles or by stating the wording thereof, shall be striken from the articles or shall be amended to read as set forth in the certificate.(c) By stating that the provisions set forth therein shall be added to the articles.If the purpose of the amendment is to reclassify, cancel, exchange, or otherwise change outstanding memberships the amended articles shall state the effect thereof on outstanding memberships.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12508 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12508.

12508.  Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of memberships shall be effected, and a copy of the certificate, certified by the Secretary of State, is prima facie evidence of the performance of the conditions necessary to the adoption of the amendment.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12509 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12509.

12509.  A corporation formed for a limited period may at any time subject to the expiration of the term of its corporate existence, extend the term of its existence by an amendment to its articles removing any provision limiting the term of its existence and providing for perpetual existence. If the filing of the certificate of amendment providing for perpetual existence would be prohibited if it were original articles by the provisions of Section 12302, the Secretary of State shall not file such certificate unless, by the same or a concurrently filed certificate of amendment, the articles of such corporation are amended to adopt a new available name. For the purpose of the adoption of any such amendment, persons who have been functioning as directors of such corporation shall be considered to have been validly elected even though their election may have occurred after the expiration of the original term of the corporate existence.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12510 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 8 - Amendment of Articles|Section 12510.

12510.  (a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers’ certificate entitled “Restated Articles of Incorporation of (insert name of corporation)” which shall set forth the articles as amended to the date of filing of the certificate, except that the signatures and acknowledgments of the incorporators and any statements regarding the effect of any prior amendment upon memberships and any provisions of agreements of merger (other than amendments to the articles of the surviving corporation) and the names, addresses, signatures and acknowledgments of the first directors and the initial street address and initial mailing address of the corporation and of the initial agent for service of process shall be omitted (except that the initial street address and initial mailing address of the corporation and the names and addresses of the initial agent for service of process and the first directors shall not be omitted prior to the time that the corporation has filed a statement under Section 12570). Such omissions are not alterations or amendments of the articles. The certificate may also itself alter or amend the articles in any respect, in which case the certificate must comply with Sections 12505 and 12506, as the case may be, and Section 12507.(b) If the certificate does not itself alter or amend the articles in any respect, it shall be approved by the board and shall be subject to the provisions of this chapter relating to an amendment of the articles not requiring approval of the members (Section 12224). If the certificate does itself alter or amend the articles, it shall be subject to the provisions of this chapter relating to the amendment or amendments so made.(c) Restated articles of incorporation filed pursuant to this section shall supersede for all purposes the original articles and all amendments filed prior thereto.(Amended by Stats. 2012, Ch. 494, Sec. 32. (SB 1532) Effective January 1, 2013.)
CA Corp Code § 12520 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 9 - Sales of Assets|Section 12520.

12520.  Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s property, real or personal, for the purpose of securing the payment or performance of any contract or obligation may be approved by the board. Unless the articles or bylaws otherwise provide, no approval of the members (Section 12224) shall be necessary for such action.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12521 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 9 - Sales of Assets|Section 12521.

12521.  (a) A corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms are:(1) Approved by the board; and(2) Unless the transaction is in the usual and regular course of its activities approved by the members (Section 12224) either before or after approval by the board and before or after the transaction.(b) Notwithstanding approval by the members (Section 12224), the board may abandon the proposed transaction without further action by the members, subject to the contractual rights, if any, of third parties.(c) Such sale, lease, conveyance, exchange, transfer or other disposition may be made upon such terms and conditions and for such consideration as the board may deem in the best interests of the corporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12522 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 9 - Sales of Assets|Section 12522.

12522.  Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an assistant secretary of the corporation, setting forth that the transaction has been validly approved by the board and (a) stating that the property described in such deed or instrument is less than substantially all of the assets of the corporation or that the transfer is in the usual and regular course of the business of the corporation, if such be the case, or (b) if such property constitutes all or substantially all of the assets of the corporation and the transfer is not in the usual and regular course of the business of the corporation, stating the fact of approval thereof by the members (Section 12224) or all the members pursuant to this chapter. Such certificate is prima facie evidence of the existence of the facts authorizing such conveyance or other transfer of the assets and conclusive evidence in favor of any purchaser or encumbrancer for value who, without notice of any trust restriction applicable to the property or any failure to comply therewith, in good faith parted with value.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12560 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 11 - Bankruptcy Reorganizations and Arrangements|Section 12560.

12560.  Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations of corporations, shall be governed by the provisions of Chapter 14 (commencing with Section 1400) of Division 1 of Title 1, and for this purpose the reference in Chapter 14 to “shareholders” shall be deemed to be a reference to members and the reference to “this division” shall be deemed to be a reference to this part.(Amended by Stats. 2009, Ch. 500, Sec. 25. (AB 1059) Effective January 1, 2010.)