reglab/housing_qa huggingface dataset:
CA Corp Code § 12465 (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 12465.

12465.  (a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles or bylaws, or this part, then the superior court of the proper county, upon petition of a director, officer, delegate or member, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all parties who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this part, whether or not the method results in actual notice to every such person, or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.(c) The order issued pursuant to this section may dispense with any requirement relating to the holding of and voting at meetings or obtaining of votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this part.(d) Wherever practical any order issued pursuant to this section shall limit the subject matter of the meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section. However, an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, sale of assets or reorganization of the corporation.(e) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this part.(Amended by Stats. 1986, Ch. 766, Sec. 34.)
CA Corp Code § 12466 (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 12466.

12466.  (a) If the name signed on a ballot, consent or waiver corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the ballot, consent, or waiver and give it effect as the act of the member.(b) If the name signed on a ballot, consent, or waiver does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, or waiver and give it effect as the act of the member if any of the following occur:(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity.(2) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, consent or waiver.(3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.(c) The corporation is entitled to reject a ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt concerning the validity of the signature or the signatory’s authority to sign for the member.(d) The corporation and any officer or agent thereof who accepts or rejects a ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section shall not be liable in damages to the member for the consequences of the acceptance or rejection.(e) Corporate action based on the acceptance or rejection of a ballot, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.(Added by Stats. 1996, Ch. 589, Sec. 51. Effective January 1, 1997.)
CA Corp Code § 12470 (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 2 - Additional Provisions Relating to Election of Directors|Section 12470.

12470.  As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations of the corporation.(Amended by Stats. 1996, Ch. 589, Sec. 52. Effective January 1, 1997.)
CA Corp Code § 12473 (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 2 - Additional Provisions Relating to Election of Directors|Section 12473.

12473.  Where a corporation distributes any material soliciting a vote for any nominee for director in any publication owned or controlled by the corporation, it shall make available to each other nominee, in the same material, an equal amount of space, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12474 (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 2 - Additional Provisions Relating to Election of Directors|Section 12474.

12474.  Upon written request by any nominee for election to the board and the payment of the reasonable costs of mailing (including postage), a corporation shall within 10 business days after such request (provided payment has been made) mail to all members, or such portion of them as the nominee may reasonably specify, any material, which the nominee may furnish and which is reasonably related to the election, unless the corporation within five business days after the request allows the nominee, at the corporation’s option, the rights set forth in either paragraph (1) or (2) of subdivision (a) of Section 12600.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12475 (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 2 - Additional Provisions Relating to Election of Directors|Section 12475.

12475.  (a) Except as provided in subdivision (c), no corporation may decline to publish or mail material, otherwise required to be published or mailed on behalf of any nominee under this article, on the basis of the content of such material.(b) Neither the corporation, nor its agents, officers, directors, or employees, may be held criminally liable, liable for any negligence (active or passive) or otherwise liable for damages to any person on account of any material which is supplied by a nominee for director and which it mails or publishes pursuant to Section 12473 or 12474 but the nominee on whose behalf such material was published or mailed shall be liable and shall indemnify and hold the corporation, its agents, officers, directors, and employees and each of them harmless from all demands, costs, including reasonable legal fees and expenses, claims, damages and causes of action arising out of such material or any such mailing or publication.(c) Nothing in this section shall prevent a corporation or any of its agents, officers, directors, or employees from seeking a court order relieving the corporation from its obligation under Section 12473 or 12474 on the ground the material will expose the moving party to liability.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12476 (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 2 - Additional Provisions Relating to Election of Directors|Section 12476.

12476.  Without authorization of the board, no corporation funds may be expended to support a nominee for director after there are more people nominated for director than can be elected.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12477 (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 2 - Additional Provisions Relating to Election of Directors|Section 12477.

12477.  An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election, appointment or removal. If no such action is commenced, in the absence of fraud, any election, appointment or removal of a director is conclusively presumed valid nine months thereafter if the only defect in the election, appointment or removal is the failure to give notice as provided in this part or in the corporation’s articles or bylaws.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12530 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12530.

12530.  Except as provided in Section 12530.5, any corporation may merge with another domestic corporation, foreign corporation, or other business entity. However, a merger with a nonprofit public benefit corporation or a nonprofit religious corporation must have the prior written consent of the Attorney General.(Amended by Stats. 2015, Ch. 192, Sec. 22. (AB 816) Effective January 1, 2016.)
CA Corp Code § 12530.5 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12530.5.

12530.5.  Notwithstanding Section 12530, a worker cooperative that has not revoked its election to be governed as a worker cooperative under Section 12310.5 shall not consolidate or merge with another corporation other than another worker cooperative. Two or more worker cooperatives may merge or consolidate in a manner consistent with this chapter.(Added by Stats. 2015, Ch. 192, Sec. 23. (AB 816) Effective January 1, 2016.)
CA Corp Code § 12531 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12531.

12531.  The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons may be parties to the agreement of merger. The agreement shall state all of the following:(a) The terms and conditions of the merger.(b) The amendments, subject to Sections 12500 and 12505 to the articles of the surviving corporation to be effected by the merger, if any; if any amendment changes the name of the surviving corporation, the new name may be the same as or similar to the name of a disappearing corporation, subject to subdivision (c) of Section 12302.(c) The amendments to the bylaws of the surviving corporation to be effected by the merger, if any.(d) The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation.(e) The manner, if any, of converting memberships or securities of the constituent corporations into memberships or securities of the surviving corporation and, if any memberships or securities of any of the constituent corporations are not to be converted solely into memberships or securities of the surviving corporation, the cash, property, rights or securities of any corporation that the holders of those memberships or securities are to receive in exchange for the memberships or securities, which cash, property, rights or securities of any corporation may be in addition to or in lieu of memberships or securities of the surviving corporation or that the memberships are to be canceled without consideration.(f) Other details or provisions as are desired, if any, including, without limitation, if not prohibited by this chapter, a provision for the payment of cash in lieu of fractional memberships or for any other arrangement with respect thereto.(Amended by Stats. 1999, Ch. 453, Sec. 27. Effective January 1, 2000.)
CA Corp Code § 12532 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12532.

12532.  Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or a wholly owned subsidiary of either in a constituent corporation) shall be treated equally with respect to any distribution of cash, property, rights, or securities unless: (a) all members of the class consent or (b) the Commissioner of Business Oversight has approved the terms and conditions of the transaction and the fairness of such terms pursuant to Section 25142.(Amended by Stats. 2019, Ch. 143, Sec. 32. (SB 251) Effective January 1, 2020.)
CA Corp Code § 12533 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12533.

12533.  (a) The principal terms of the merger shall be approved by the members (Section 12224) of each class of each corporation which desires to merge. The approval by the members may be given before or after the approval by the board. (b) Any member of any constituent corporation who voted against the merger may, without prior notice, but within 30 days following the effective date of the merger, resign from membership and, in the event of resignation, shall be:(1) Thereafter excused from all contractual obligations to the corporation which have not accrued prior to resignation; and(2) Shall be entitled to the same rights as would have existed if there had been no merger and the membership had been terminated.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12534 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12534.

12534.  Each constituent corporation shall sign the agreement by the chairman of its board, president or a vice president and secretary or an assistant secretary acting on behalf of their respective corporations.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12535 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12535.

12535.  After approval of a merger by the board and any approval by the members under Section 12533, the surviving corporation shall file a copy of the agreement of merger with an officers’ certificate of each constituent corporation attached stating the total number of memberships of each class entitled to vote on the merger, and that the principal terms of the agreement in the form attached were duly approved by the required vote of the members. The merger and any amendment of the articles of the surviving corporation contained in the merger agreement shall thereupon be effective (subject to subdivision (c) of Section 12214 and subject to the provisions of Section 12539) and the several parties thereto shall be one corporation. The Secretary of State may certify a copy of the merger agreement separate from the officers’ certificates attached thereto.(Amended by Stats. 2006, Ch. 773, Sec. 29. Effective September 29, 2006.)
CA Corp Code § 12536 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12536.

12536.  (a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of the principal terms of the agreement, by the members, as required by Section 12533 of any constituent corporation in the same manner as the original agreement.(b) If the agreement so amended is approved as provided in subdivision (a), the agreement so amended shall then constitute the agreement of merger.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12537 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12537.

12537.  The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further approval by the members at any time before the merger is effective.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12538 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12538.

12538.  A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original and, except as against the state, is conclusive evidence of the performance of all conditions precedent to the merger, the existence on the effective date of the surviving corporation, and the performance of the conditions necessary to the adoption of any amendment to the articles contained in the agreement of merger.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12540 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 1 - Merger|Section 12540.

12540.  If an agreement of merger is entered into between a cooperative corporation and one or more business or nonprofit corporations, Sections 12531, 12532, 12533, 12535, and 12536 shall apply to any constituent cooperative corporation. Sections 8011, 8011.5, 8012, and 8015 shall apply to any constituent mutual benefit corporation. Sections 6011, 6012, 6014, and 6015 shall apply to any constituent public benefit corporation. Sections 6014 and 6015 and subdivisions (c) and (d) of Section 9640 shall apply to any constituent religious corporation and Sections 1101, 1101.1, 1103, and 1104 shall apply to any constituent business corporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12550 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 2 - Effect of Merger|Section 12550.

12550.  (a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger shall succeed, without other transfer, to all the rights and property of each of the disappearing parties to the merger and shall be subject to all the debts and liabilities of each and trust obligations upon the property of a disappearing party in the same manner as if incurred by the surviving party to the merger.(b) All rights of creditors and all liens and trusts upon or arising from the property of each of the constituent corporations and other parties to the merger shall be preserved unimpaired, provided that these liens and trust obligations upon property of a disappearing party shall be limited to the property affected thereby immediately prior to the time the merger is effective.(c) Any action or proceeding pending by or against any disappearing corporation or other party to the merger may be prosecuted to judgment, which shall bind the surviving party to the merger, or the surviving party to the merger may be proceeded against or substituted in its place.(Amended by Stats. 1999, Ch. 437, Sec. 25.2. Effective January 1, 2000.)
CA Corp Code § 12550.5 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 10 - Mergers|ARTICLE 2 - Effect of Merger|Section 12550.5.

12550.5.  (a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability of each disappearing domestic or foreign corporation or other business entity that is taxed under Part 10 (commencing with Section 17001) of, or under Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code for the following:(1) To prepare and file, or to cause to be prepared and filed, tax and information returns otherwise required of that disappearing entity as specified in Chapter 2 (commencing with Section 18501) of Part 10.2 of Division 2 of the Revenue and Taxation Code.(2) To pay any tax liability determined to be due.(b) If the surviving entity is a domestic limited liability company, domestic corporation, or registered limited liability partnership or a foreign limited liability company, foreign limited liability partnership, or foreign corporation that is registered or qualified to do business in California, the Secretary of State shall notify the Franchise Tax Board of the merger.(Amended by Stats. 2006, Ch. 773, Sec. 32. Effective September 29, 2006.)