reglab/housing_qa huggingface dataset:
CA Corp Code § 12332 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 1 - General Provisions, Organization and Bylaws|ARTICLE 6 - Bylaws|Section 12332.

12332.  A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws shall set forth the delegates’ terms of office, any reasonable method for delegates’ selection and removal, and any reasonable method for calling, noticing, and holding meetings of delegates, may set forth the manner in which delegates may act by written ballot similar to Section 12463 for written ballot of members, and may set forth the manner in which delegates may participate in meetings of delegates similar to paragraph (6) of subdivision (a) of Section 12351. Unless delegates are directly elected by the membership, they shall be elected by a body or bodies directly elected by the membership. Each delegate shall have one vote on each matter presented for action. A delegate shall not vote by proxy. Delegates may be given a name other than “delegates.”(Amended by Stats. 2021, Ch. 523, Sec. 21. (AB 663) Effective January 1, 2022.)
CA Corp Code § 12333 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 1 - General Provisions, Organization and Bylaws|ARTICLE 6 - Bylaws|Section 12333.

12333.  A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by region or other geographic grouping.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12340 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 1 - General Provisions, Organization and Bylaws|ARTICLE 7 - Location and Inspection of Articles and Bylaws|Section 12340.

12340.  Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the corporation has no office in this state, it shall upon the written request of any member furnish to such member a copy of the articles or bylaws as amended to date.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12350 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 1 - General Provisions|Section 12350.

12350.  Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 12224), or by a majority of all members (Section 12223), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.(Amended by Stats. 1996, Ch. 589, Sec. 47. Effective January 1, 1997.)
CA Corp Code § 12352 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 1 - General Provisions|Section 12352.

12352.  (a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office, unless the articles or bylaws require a majority vote of the number of directors authorized in or pursuant to the articles or bylaws. The bylaws may authorize one or more such committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the corporation shall be a member or members of such committee or committees. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to:(1) The approval of any action for which this part also requires approval of the members (Section 12224) or approval of a majority of all members (Section 12223) regardless of whether the corporation has members.(2) The filling of vacancies on the board or in any committee which has the authority of the board.(3) The fixing of compensation of the directors for serving on the board or on any committee.(4) The amendment or repeal of bylaws or the adoption of new bylaws.(5) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.(6) The appointment of committees of the board or the members thereof.(7) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.(b)  A committee exercising the authority of the board shall not include as members persons who are not directors. However, the board may create other committees that do not exercise the authority of the board and these other committees may include persons regardless of whether they are directors.(c) Unless the bylaws otherwise provide, the board may delegate to any committee, appointed pursuant to paragraph (4) of subdivision (c) of Section 12331 or otherwise, powers as authorized by Section 12350, but may not delegate the powers set forth in paragraphs (1) through (7) of subdivision (a) of this section.(Amended by Stats. 2011, Ch. 442, Sec. 30. (AB 1211) Effective January 1, 2012.)
CA Corp Code § 12353 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 1 - General Provisions|Section 12353.

12353.  (a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson, chairman, chairwoman, chair of the board, chairperson of the board, chairman of the board, or chairwoman of the board, or a president or both, (2) a secretary, (3) a treasurer or a chief financial officer or both, and (4) any other officers with any titles and duties as shall be stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments. The president, or if there is no president the chair of the board, is the chief executive officer of the corporation, unless otherwise provided in the articles or bylaws. Unless otherwise specified in the articles or the bylaws, if there is no chief financial officer, the treasurer is the chief financial officer of the corporation. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise. Either the chair of the board or the president shall be elected from among those board members elected by the membership of the corporation.(b) Except as otherwise provided by the articles or bylaws, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.(Amended by Stats. 2015, Ch. 98, Sec. 17. (SB 351) Effective January 1, 2016.)
CA Corp Code § 12354 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 1 - General Provisions|Section 12354.

12354.  Subject to the provisions of subdivision (a) of Section 12321, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between any corporation and any other person, when signed by any one of the chairman of the board, the president or any vice president and by any one of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation, is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.(Amended by Stats. 1996, Ch. 589, Sec. 48. Effective January 1, 1997.)
CA Corp Code § 12355 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 1 - General Provisions|Section 12355.

12355.  The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or of the minutes of any incorporators’, members’, directors’, committee or other meeting or of any resolution adopted by the board or a committee thereof, or members, certified to be a true copy by a person purporting to be the secretary or an assistant secretary of the corporation, is prima facie evidence of the adoption of such bylaws or resolution or of the due holding of such meeting and of the matters stated therein.(Amended by Stats. 2004, Ch. 254, Sec. 37. Effective January 1, 2005.)
CA Corp Code § 12361 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 2 - Selection, Removal and Resignation of Directors|Section 12361.

12361.  The board may declare vacant the office of a director whose eligibility for election as a director has ceased, or who has been declared of unsound mind by a final order of court, or convicted of a felony, or, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board meetings, fails to attend the specified number of meetings.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12363 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 2 - Selection, Removal and Resignation of Directors|Section 12363.

12363.  The superior court of the proper county may, at the suit of a director, or members possessing 5 percent of the voting power, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12364 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 2 - Selection, Removal and Resignation of Directors|Section 12364.

12364.  (a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by approval of the board (Section 12222) or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 12351, or (3) a sole remaining director. Unless the articles or a bylaw approved by the members (Section 12224) provide that the board may fill vacancies occurring in the board by reason of the removal of directors, such vacancies may be filled only by approval of the members (Section 12224).(b) The members may elect a director at any time to fill any vacancy not filled by the directors.(c) Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.(Amended by Stats. 1985, Ch. 329, Sec. 5.)
CA Corp Code § 12370 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 3 - Standards of Conduct|Section 12370.

12370.  Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12371 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 3 - Standards of Conduct|Section 12371.

12371.  (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.(b) In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:(1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented;(2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence; or(3) A committee upon which the director does not serve that is composed exclusively of any or any combination of directors, persons described in paragraph (1), or persons described in paragraph (2), as to matters within the committee’s designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.(c) A person who performs the duties of a director in accordance with subdivisions (a) and (b) shall have no liability based upon any alleged failure to discharge the persons’s obligations as a director.(Amended by Stats. 2009, Ch. 631, Sec. 48. (AB 1233) Effective January 1, 2010.)
CA Corp Code § 12372 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 3 - Standards of Conduct|Section 12372.

12372.  (a) Section 12371 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors.(b) This section shall not be construed to limit the generality of Section 12371.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12374 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 3 - Standards of Conduct|Section 12374.

12374.  Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which authorizes, approves or ratifies a contract or transaction as provided in Section 12373.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12375 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 2 - Directors and Management|ARTICLE 3 - Standards of Conduct|Section 12375.

12375.  (a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer of the corporation or of its parent, affiliate or subsidiary, provided:(1) The board determines the loan or guaranty may reasonably be expected to benefit the corporation.(2) Prior to consummating the transaction or any part thereof, the loan or guaranty is either:(A) Approved by the members (Section 12224), without counting the vote of the director or officer, if a member.(B) Approved by the vote of a majority of the directors then in office, without counting the vote of the director who is to receive the loan or the benefit of the guaranty.(b) Notwithstanding subdivision (a), a corporation may advance money to a director or officer of the corporation or of its parent, affiliate or subsidiary, for any expenses reasonably anticipated to be incurred in the performance of the duties of the director or officer of the corporation or of its parent, affiliate or subsidiary, for any expenses reasonably anticipated to be incurred in the performance of the duties of the director or officer, provided that in the absence of such an advance the director or officer would be entitled to be reimbursed for these expenses by the corporation, its parent, affiliate, or subsidiary. (c) The provisions of subdivisions (a) and (b) do not apply to credit unions, or to the payment of premiums in whole or in part by a corporation on a life insurance policy on the life of a director or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value, or to loans permitted under any statute regulating any special class of corporations.(Repealed and added by Stats. 1983, Ch. 792, Sec. 17.)
CA Corp Code § 12400 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 1 - Issuance of Memberships|Section 12400.

12400.  Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the board.(Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12402 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 1 - Issuance of Memberships|Section 12402.

12402.  (a) A corporation may issue a new membership certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.(b) If a corporation refuses to issue a new membership certificate or other certificate in place of one theretofore issued by it, or by any corporation of which it is the lawful successor, alleged to have been lost, stolen or destroyed, the owner of the lost, stolen or destroyed certificate or the owner’s legal representative may bring an action in the superior court of the proper county for an order requiring the corporation to issue a new certificate in place of the one lost, stolen or destroyed.(Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12403 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 1 - Issuance of Memberships|Section 12403.

12403.  (a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any person to membership.(b) A corporation may not admit its subsidiary to membership.(Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12404 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 1 - Issuance of Memberships|Section 12404.

12404.  Except as permitted in Sections 12314 and 12404.5, the voting power of members having voting rights shall be equal.(Amended by Stats. 2015, Ch. 192, Sec. 14. (AB 816) Effective January 1, 2016.)
CA Corp Code § 12404.5 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 1 - Issuance of Memberships|Section 12404.5.

12404.5.  (a) The worker-members of a worker cooperative shall have voting power as provided in subdivision (a) of Section 12253.(b) Community investors have voting power only as provided in subdivision (c) of Section 12253.(Added by Stats. 2015, Ch. 192, Sec. 15. (AB 816) Effective January 1, 2016.)
CA Corp Code § 12405 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 1 - Issuance of Memberships|Section 12405.

12405.  There shall be no voting by proxy.(Amended by Stats. 1983, Ch. 792, Sec. 20.)
CA Corp Code § 12410 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 3 - Members|ARTICLE 2 - Transfer of Memberships|Section 12410.

12410.  (a) Unless the articles or bylaws otherwise provide:(1) No member may transfer a membership or any right arising therefrom; and(2) Subject to the provisions of subdivision (b), Section 12422, and Section 12445, all rights as a member of the corporation cease upon the member’s death or dissolution or the dissolution of a member which is a business entity.(b) The articles or bylaws may provide for, or may authorize the board to provide for, the transfer of memberships, or of memberships within any class or classes, with or without restriction or limitation, including transfer upon the death, dissolution, merger, or reorganization of a member.(c) Where transfer rights have been provided, no restriction of them shall be binding with respect to memberships issued prior to the adoption of the restriction, unless the holders of such memberships voted in favor of the restriction.(Amended by Stats. 1983, Ch. 792, Sec. 21.)