reglab/housing_qa huggingface dataset:
CA Corp Code § 14600 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 1 - Preliminary Provisions|Section 14600.

14600.  (a) This part shall be applicable to all benefit corporations.(b) The existence of a provision of this part shall not of itself create any implication that a contrary or different rule of law is or would be applicable to a business corporation that is not a benefit corporation. This part shall not affect any statute or rule of law that is or would be applicable to a corporation that is not a benefit corporation.(c) The provisions of the General Corporation Law (Division 1 (commencing with Section 100)) shall apply to benefit corporations, except where those provisions are in conflict with or inconsistent with the provisions of this part.(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 14602 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 1 - Preliminary Provisions|Section 14602.

14602.  A benefit corporation shall be formed in accordance with Chapter 2 (commencing with Section 200) of Division 1 except that the articles shall also state that the corporation is a benefit corporation and shall identify any specific public benefit adopted pursuant to Section 14610.(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 14603 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 1 - Preliminary Provisions|Section 14603.

14603.  (a) A corporation may become a benefit corporation under this part by amending the corporation’s articles so that the articles contain a statement that the corporation is a benefit corporation. The amendment shall not be effective unless it is adopted by at least the minimum status vote. If the amendment is adopted, a shareholder of the corporation may, by complying with Chapter 13 (commencing with Section 1300) of Division 1, require the corporation to purchase at their fair market value the shares owned by the shareholder which are dissenting shares as defined in subdivision (b) of Section 1300 in accordance with the procedures in that chapter, as if the adoption of the amendment were a reorganization to which that chapter applies.(b) If a corporation that is not a benefit corporation is a constituent corporation in a merger reorganization or is the acquired corporation in an exchange reorganization, and the surviving corporation in the merger reorganization is to be a benefit corporation or the articles of the acquired corporation are to be amended in the exchange reorganization to provide that it will be a benefit corporation, then the reorganization shall not be effective unless the reorganization is approved by the corporation or domestic other business entity by at least the minimum status vote.(c) If a domestic other business entity is a party to a merger reorganization and the surviving corporation in the reorganization is to be a benefit corporation, then the reorganization shall not be effective unless the reorganization is approved by the domestic other business entity by at least the minimum status vote.(d) If a domestic other business entity is the converting entity (subdivision (d) of Section 1150) in a conversion in which the converted corporation (subdivision (a) of Section 1150) is a benefit corporation, the conversion shall not be effective unless the conversion is approved by the domestic other business entity by at least the minimum status vote.(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 14604 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 1 - Preliminary Provisions|Section 14604.

14604.  (a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this part by amending the corporation’s articles to delete the provision required by Section 14602. The amendment shall not be effective unless the amendment is adopted by at least the minimum status vote. If the amendment is adopted, a shareholder of the corporation may, by complying with Chapter 13 (commencing with Section 1300) of Division 1, require the corporation to purchase at their fair market value the shares owned by the shareholder which are dissenting shares as defined in subdivision (b) of Section 1300 in accordance with the procedures in that chapter.(b) If a reorganization (Section 181) would have the effect of terminating the status of a corporation as a benefit corporation, the reorganization shall not be effective unless the reorganization is approved by at least the minimum status vote.(c) If a benefit corporation is the converting corporation (Section 1150) in a conversion (Section 161.9), the conversion shall not be effective unless the conversion is approved by at least the minimum status vote.(d) A sale, lease, conveyance, exchange, transfer, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and ordinary course of business of the benefit corporation, shall not be effective unless the transaction is approved by at least the minimum status vote. If the transaction is approved, a shareholder of the corporation may, by complying with Chapter 13 (commencing with Section 1300) of Division 1, require the corporation to purchase at their fair market value the shares owned by the shareholder which are dissenting shares as defined in subdivision (b) of Section 1300 in accordance with the procedures in that chapter, as if the transaction were a reorganization to which that chapter applies.(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 14610 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 2 - Corporate Purposes|Section 14610.

14610.  (a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the corporation’s purpose under Section 206 and any specific purpose set forth in its articles in accordance with subdivision (b).(b) In addition to the provisions required by Section 202, the articles of incorporation of a benefit corporation shall contain the following statement: “This corporation is a benefit corporation.” Notwithstanding subdivision (b) of Section 202, the articles of a benefit corporation may identify one or more specific public benefits that shall be the purpose or purposes of the benefit corporation. The identification of a specific public benefit under this subdivision does not limit the obligation of a benefit corporation to create general public benefit.(c) The creation of general and specific public benefit as provided in subdivisions (a) and (b) shall be deemed to be in the best interests of the benefit corporation.(d) A benefit corporation may amend its articles to add, amend, or delete the identification of a specific public benefit that shall be the purpose of the benefit corporation to create. The amendment shall not be effective unless the amendment is adopted by at least the minimum status vote.(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 14621 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 3 - Accountability|Section 14621.

14621.  (a) The board of directors of a benefit corporation shall prepare for inclusion in the annual benefit report to shareholders required by Section 14630, a statement indicating whether, in the opinion of the board of directors, the benefit corporation failed to pursue its general, and any specific, public benefit purpose in all material respects during the period covered by the report.(b) If, in the opinion of the board of directors, the benefit corporation failed to pursue its general, and any specific, public benefit purpose, the statement required by subdivision (a) shall include a description of the ways in which the benefit corporation failed to pursue its general, and any specific, public benefit purpose.(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 14622 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 3 - Accountability|Section 14622.

14622.  (a) Each officer of a benefit corporation shall consider the interests and factors described in Section 14620 in the manner provided in that section when either of the following applies:(1) The officer has discretion to act with respect to a matter.(2) It reasonably appears to the officer that the matter may have a material effect on any of the following:(A) The creation of a general or specific public benefit by the benefit corporation.(B) Any of the interests or factors referred to in subdivision (b) of Section 14620.(b) The consideration by an officer of interests and factors in the manner described in subdivision (a) shall not constitute a violation of the duties of the officer.(c) An officer shall not be liable for monetary damages under this part for any of the following:(1) Any action taken as an officer if the officer performed the duties of the position in compliance with this section.(2) Any failure of the benefit corporation to create a general or specific public benefit.(d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 14623 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 3 - Accountability|Section 14623.

14623.  (a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in a benefit enforcement proceeding.(b) A benefit enforcement proceeding may be commenced or maintained only as follows:(1) Directly by the benefit corporation.(2) Derivatively by any of the following:(A) A shareholder.(B) A director.(C) A person or group of persons that owns beneficially or of record 5 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary.(D) Other persons as have been specified in the articles or bylaws of the benefit corporation.(c) A benefit corporation shall not be liable for monetary damages under this part for any failure of the benefit corporation to create a general or specific public benefit.(d) If the court in a benefit enforcement proceeding finds that a failure to comply with this part was without justification, the court may award an amount sufficient to reimburse the plaintiff for the reasonable expenses incurred by the plaintiff, including attorney’s fees and expenses, in connection with the benefit enforcement proceeding.(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 14630 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 4 - Transparency|Section 14630.

14630.  (a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following:(1) A narrative description of all of the following:(A) The process and rationale for selecting the third-party standard used to prepare the benefit report.(B) The ways in which the benefit corporation pursued a general public benefit during the applicable year and the extent to which that general public benefit was created.(C) The ways in which the benefit corporation pursued any specific public benefit that the articles state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created.(D) Any circumstances that have hindered the creation by the benefit corporation of a general or specific public benefit.(2) An assessment of the overall social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be audited or certified by a third party.(3) The name of each person that owns 5 percent or more of the outstanding shares of the benefit corporation, either beneficially, to the extent known to the benefit corporation without independent investigation, or of record.(4) The statement required by Section 14621.(5) A statement of any connection between the entity that established the third-party standard, or its directors, officers, or material owners, and the benefit corporation, or its directors, officers, and material owners, including any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard.(b) The benefit report shall be sent annually to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders.(c) A benefit corporation shall post all of its benefit reports on the public portion of its Internet Web site, if any, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted on the Internet Web site.(d) (1) If a benefit corporation does not have an Internet Web site, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy.(2) The benefit corporation may omit any proprietary or financial information, including, but not limited to, compensation paid to directors, from the copy of a benefit report that the benefit corporation provides pursuant to paragraph (1).(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 14631 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 13 - BENEFIT CORPORATIONS|CHAPTER 4 - Transparency|Section 14631.

14631.  All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law (Division 1 (commencing with Section 100)), the following conspicuous language on the face of the certificate:“This entity is a benefit corporation organized under Part 13 (commencing with Section 14600) of Division 3 of Title 1 of the California Corporations Code.”(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
CA Corp Code § 18300 (2021)
2021 California Code|Corporations Code - CORP|TITLE 3 - UNINCORPORATED ASSOCIATIONS|PART 1 - GENERAL PROVISIONS|CHAPTER 6 - Governance|ARTICLE 1 - Reserved|Section 18300.

18300.  It is the intent of the Legislature to enact legislation relating to the governance of unincorporated associations.(Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
CA Corp Code § 18310 (2021)
2021 California Code|Corporations Code - CORP|TITLE 3 - UNINCORPORATED ASSOCIATIONS|PART 1 - GENERAL PROVISIONS|CHAPTER 6 - Governance|ARTICLE 2 - Termination or Suspension of Membership|Section 18310.

18310.  (a) Unless otherwise provided by an unincorporated association’s governing principles, membership in the unincorporated association is terminated by any of the following events:(1) Resignation of the member.(2) Expiration of the fixed term of the membership, unless the membership is renewed before its expiration.(3) Expulsion of the member.(4) Death of the member.(5) Termination of the legal existence of a member that is not a natural person.(b) Termination of membership does not relieve a person from an obligation incurred as a member before termination.(c) Termination of membership does not affect the right of an unincorporated association to enforce an obligation against a person incurred as a member before termination, or to obtain damages for its breach.(Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
CA Corp Code § 18320 (2021)
2021 California Code|Corporations Code - CORP|TITLE 3 - UNINCORPORATED ASSOCIATIONS|PART 1 - GENERAL PROVISIONS|CHAPTER 6 - Governance|ARTICLE 2 - Termination or Suspension of Membership|Section 18320.

18320.  (a) This section only applies if membership in an unincorporated association includes a property right or if expulsion or suspension of a member would affect an important, substantial economic interest. This section does not apply to an unincorporated association that has a religious purpose.(b) Expulsion or suspension of a member shall be done in good faith and in a fair and reasonable manner. A procedure that satisfies the requirements of subdivision (c) is fair and reasonable, but a court may also determine that another procedure is fair and reasonable taking into account the full circumstances of the expulsion or suspension.(c) A procedure for expulsion or suspension of a member that satisfies the following requirements is fair and reasonable:(1) The procedure is included in the unincorporated association’s governing documents.(2) The member to be expelled or suspended is given notice, including a statement of the reasons for the expulsion or suspension. The notice shall be delivered at least 15 days before the effective date of the expulsion or suspension.(3) The member to be expelled or suspended is given an opportunity to be heard by the person or body deciding the matter, orally or in writing, not less than five days before the effective date of the expulsion or suspension.(d) A notice pursuant to this section may be delivered by any method reasonably calculated to provide actual notice. A notice delivered by mail shall be sent by first-class, certified, or registered mail to the last address of the member shown on the unincorporated association’s records.(e) A member may commence a proceeding to challenge the expulsion or suspension of the member, including a claim alleging defective notice, within one year after the effective date of the expulsion or suspension. The court may order any relief, including reinstatement, it determines is equitable under the circumstances. A vote of the members or of the board may not be set aside solely because a person was wrongfully excluded from voting by virtue of the challenged expulsion or suspension, unless the court determines that the wrongful expulsion or suspension was in bad faith and for the purpose, and with the effect, of wrongfully excluding the member from the vote or from the meeting at which the vote took place, so as to affect the outcome of the vote.(f) This section governs only the procedure for expulsion or suspension and not the substantive grounds for expulsion or suspension. An expulsion or suspension based on substantive grounds that violate contractual or other rights of the member or are otherwise unlawful is not made valid by compliance with this section.(Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
CA Corp Code § 18330 (2021)
2021 California Code|Corporations Code - CORP|TITLE 3 - UNINCORPORATED ASSOCIATIONS|PART 1 - GENERAL PROVISIONS|CHAPTER 6 - Governance|ARTICLE 3 - Member Voting|Section 18330.

18330.  Except as otherwise provided by statute or by an unincorporated association’s governing principles, the following rules govern a member vote conducted pursuant to this chapter:(a) A vote may be conducted either at a member meeting at which a quorum is present or by a written ballot in which the number of votes cast equals or exceeds the number required for a quorum. Approval of a matter voted on requires an affirmative majority of the votes cast.(b) Written notice of the vote shall be delivered to all members entitled to vote on the date of delivery. The notice shall be delivered or mailed or sent electronically to the member addresses shown in the association’s records a reasonable time before the vote is to be conducted. The notice shall not be delivered electronically, unless the recipient has consented to electronic delivery of the notice. The notice shall state the matter to be decided and describe how and when the vote is to be conducted.(c) If the vote is to be conducted by written ballot, the notice of the vote shall serve as the ballot. It 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 unincorporated association.(d) One-third the voting power of the association constitutes a quorum.(e) The voting power of the association is the total number of votes that can be cast by members on a particular issue at the time the member vote is held.(Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
CA Corp Code § 18340 (2021)
2021 California Code|Corporations Code - CORP|TITLE 3 - UNINCORPORATED ASSOCIATIONS|PART 1 - GENERAL PROVISIONS|CHAPTER 6 - Governance|ARTICLE 4 - Amendment of Governing Documents|Section 18340.

18340.  If an unincorporated association’s governing principles do not provide a procedure to amend the association’s governing documents, the governing documents may be amended by a vote of the members.(Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
CA Corp Code § 18350 (2021)
2021 California Code|Corporations Code - CORP|TITLE 3 - UNINCORPORATED ASSOCIATIONS|PART 1 - GENERAL PROVISIONS|CHAPTER 6 - Governance|ARTICLE 5 - Merger|Section 18350.

18350.  The following definitions govern the construction of this article:(a) “Constituent entity” means an entity that is merged with one or more other entities and includes the surviving entity.(b) “Disappearing entity” means a constituent entity that is not the surviving entity.(c) “Surviving entity” means an entity into which one or more other entities are merged.(Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
CA Corp Code § 18360 (2021)
2021 California Code|Corporations Code - CORP|TITLE 3 - UNINCORPORATED ASSOCIATIONS|PART 1 - GENERAL PROVISIONS|CHAPTER 6 - Governance|ARTICLE 5 - Merger|Section 18360.

18360.  An unincorporated association may merge with a domestic or foreign corporation, domestic or foreign limited partnership, domestic or foreign general partnership, or domestic or foreign limited liability company. Notwithstanding this section, a merger may be effected only if each constituent entity is authorized to effect the merger by the laws under which it was organized.(Amended by Stats. 2009, Ch. 631, Sec. 51. (AB 1233) Effective January 1, 2010.)