reglab/statecodes huggingface dataset:
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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 Financial Protection and Innovation has approved the terms and conditions of the transaction and the fairness of such terms pursuant to Section 25142.
(Amended by Stats. 2022, Ch. 452, Sec. 60. (SB 1498) Effective January 1, 2023.)
2023 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.)
2023 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 chairperson of its board, president or a vice president and secretary or an assistant secretary acting on behalf of their respective corporations.
(Amended by Stats. 2022, Ch. 617, Sec. 83. (SB 1202) Effective January 1, 2023.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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 12551.

12551. Whenever a domestic or foreign corporation or other business entity (Section 12242.5) having any real property in this state merges with another domestic or foreign corporation or other business entity pursuant to the laws of this state or of the state or place in which any constituent party to the merger was organized, and the laws of the state or place of organization (including this state) of any disappearing party to the merger provide substantially that the making and filing of the agreement of merger vests in the surviving party to the merger all the real property of any disappearing party to the merger, the filing for record in the office of the county recorder of any county in this state in which any of the real property of the disappearing party to the merger is located of either (a) a certificate prescribed by the Secretary of State, or (b) a copy of the agreement of merger or certificate of merger, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the merger is effected, shall evidence record ownership in the surviving party to the merger of all interest of the disappearing party to the merger in and to the real property located in that county.
(Amended by Stats. 1999, Ch. 437, Sec. 25.4. Effective January 1, 2000.)
2023 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 12552.

12552. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving party to the merger.
(Amended by Stats. 1999, Ch. 437, Sec. 25.6. Effective January 1, 2000.)
2023 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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 12 - Required Filings by Corporation or Its Agent › Section 12571.

12571. (a) An agent designated for service of process pursuant to Section 12570 may deliver to the Secretary of State, on a form prescribed by the Secretary of State for filing, a signed and acknowledged written statement of resignation as an agent for service of process containing the name of the corporation, the Secretary of State’s file number of the corporation, the name of the resigning agent for service of process, and a statement that the agent is resigning. Thereupon the authority of the agent to act in that capacity shall cease and the Secretary of State forthwith shall mail or otherwise provide written notice of the filing of the statement of resignation to the corporation at its principal office.
(b) The resignation of an agent may be effective if, on a form prescribed by the Secretary of State containing the name of the corporation, the Secretary of State’s file number for the corporation, and the name of the resigning agent for service of process, the agent disclaims having been properly appointed as the agent. Similarly, a person named as an officer or director may indicate that the person was never properly appointed as the officer or director.
(c) The Secretary of State may destroy or otherwise dispose of any resignation filed pursuant to this section after a new form is filed pursuant to Section 12570 replacing the agent for service of process that has resigned.
(Amended by Stats. 2014, Ch. 834, Sec. 18. (SB 1041) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 12 - Required Filings by Corporation or Its Agent › Section 12572.

12572. If a natural person who has been designated agent for service of process pursuant to Section 12570 dies or resigns or no longer resides in the state or if the corporate agent for such purpose resigns, dissolves, withdraws from the state, forfeits its right to transact intrastate business, has its corporate rights, powers and privileges suspended, or ceases to exist, the corporation shall forthwith file a designation of a new agent conforming to the requirements of Section 12570.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 12 - Required Filings by Corporation or Its Agent › Section 12574.

12574. Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the corporation’s principal office in California or at a place mutually acceptable to the assessor and the corporation a true copy of business records relevant to the amount, cost and value of all property that it owns, claims, possesses or controls within the county.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 12 - Required Filings by Corporation or Its Agent › Section 12575.

12575. Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting therefrom to the corporation or any person injured thereby who relied thereupon or to both:
(a) Make, issue, deliver or publish any prospectus, report, circular, certificate, financial statement, balance sheet, public notice, or document respecting the corporation or its memberships, assets, liabilities, capital, dividends, distributions, patronage distributions, business, earnings, or accounts which is false in any material respect, knowing it to be false, or participate in the making, issuance, delivery, or publication thereof with knowledge that the same is false in a material respect.
(b) Make or cause to be made in the books, minutes, records, or accounts of a corporation any entry which is false in any material particular knowing such entry is false.
(c) Remove, erase, alter, or cancel any entry in any books or records of the corporation, with intent to deceive.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 12 - Required Filings by Corporation or Its Agent › Section 12576.

12576. The Attorney General, upon complaint of a member, director, or officer, that a corporation is failing to comply with the provisions of this chapter, Chapter 5 (commencing with Section 12460), Chapter 6 (commencing with Section 12480) or Chapter 13 (commencing with Section 12580) may, in the name of the people of the State of California, send to the principal office of such corporation, (or, if there is no such office, to the office or residence of the chief executive officer, general manager, or secretary, of the corporation, as set forth in the most recent statement filed pursuant to Section 12570) notice of the complaint. If the answer is not satisfactory, or if there is no answer within 30 days, the Attorney General may institute, maintain, or intervene in such suits, actions, or proceedings of any type in any court or tribunal of competent jurisdiction or before any administrative agency for such relief by way of injunction, the dissolution of entities, the appointment of receivers, or any other temporary, preliminary, provisional, or final remedies as may be appropriate to protect the rights of members or to undo the consequences of failure to comply with such requirements. In any such action, suit or proceeding there may be joined as parties all persons and entities responsible for or affected by such activity.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 1 - General Provisions › Section 12580.

12580. If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless and until the corporation at its expense makes such record available in written form. For purposes of this chapter, “written” or “in writing” includes cathode ray tube and similar electronic communications methods.
(Amended by Stats. 1983, Ch. 792, Sec. 28.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 1 - General Provisions › Section 12581.

12581. Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 1 - General Provisions › Section 12582.

12582. Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 1 - General Provisions › Section 12583.

12583. The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 2 - Required Records, Reports to Directors and Members › Section 12590.

12590. (a) Each corporation shall keep:
(1) Adequate and correct books and records of account;
(2) Minutes of the proceedings of its members, board, and committees of the board; and
(3) A record of its members giving their names and addresses and the class of membership and number of membership units held by each.
(b) Those minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes and other books and records are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes and other books and records are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record.
(Amended by Stats. 2004, Ch. 254, Sec. 41. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 2 - Required Records, Reports to Directors and Members › Section 12591.

12591. (a) A corporation shall notify each member yearly of the member’s right to receive a financial report pursuant to this subdivision. Except as provided in subdivision (c), upon written request of a member, the board shall promptly cause the most recent annual report to be sent to the requesting member. An annual report shall be prepared not later than 120 days after the close of the corporation’s fiscal year. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that report and any accompanying material sent pursuant to this section may be sent by electronic transmission by the corporation (Section 20). That report shall contain in appropriate detail the following:
(1) A balance sheet as of the end of that fiscal year and an income statement and a statement of cashflows for that fiscal year.
(2) A statement of the place where the names and addresses of the current members are located.
(3) Any information required by Section 12592.
(b) The report required by subdivision (a) shall be accompanied by any report thereon of independent accountants, or, if there is no report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.
(c) This section does not apply to corporations that do not have more than 25 members at any time during the fiscal year.
(Amended by Stats. 2006, Ch. 214, Sec. 7. Effective January 1, 2007.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 2 - Required Records, Reports to Directors and Members › Section 12593.

12593. (a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by this article and, for good cause shown, may extend the time therefor.
(b) In any action or proceeding under this section, if the court finds the failure of the corporation to comply with the requirements of this article to have been without justification, the court may award the member reasonable expenses, including attorneys’ fees, in connection with such action or proceeding.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 2 - Required Records, Reports to Directors and Members › Section 12594.

12594. For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from a member, forthwith inform the member of the result of any particular vote of members taken at the meeting, including the number of memberships voting for, the number of memberships voting against, and the number of memberships abstaining or withheld from voting. If the matter voted on was the election of directors, the corporation shall report the number of memberships, or votes if voted cumulatively, cast for each nominee for director. If more than one class or series of memberships voted, the report shall state the appropriate numbers by class and series of memberships.
(Added by Stats. 1999, Ch. 453, Sec. 30. Effective January 1, 2000.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 3 - Rights of Inspection › Section 12600.

12600. (a) Subject to Sections 12601 and 12602 and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or both of the following as permitted by subdivision (b):
(1) Inspect and copy the record of all the members’ names, addresses, and voting rights, at reasonable times, upon five business days’ prior written demand upon the corporation which demand shall state the purpose for which the inspection rights are requested; or
(2) Obtain from the secretary of the corporation, upon written demand and tender of a reasonable charge, a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors, as of the most recent record date for which it has been compiled or as of a date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of 10 business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.
(b) The rights set forth in subdivision (a) may be exercised by:
(1) A member or members possessing 5 percent or more of the voting power for a purpose reasonably related to the members’ interest as members. Where the corporation reasonably believes that the information will be used for another purpose, or where it provides a reasonable alternative pursuant to subdivision (c), it may deny the member access to the list. In any subsequent action brought by the member under Section 12606 the court shall enforce the rights set forth in subdivision (a) unless the corporation proves that the member will allow use of the information for purposes unrelated to the person’s interest as a member or that the alternative method offered reasonably achieves the proper purpose set forth in the demand.
(c) The corporation may, within 10 business days after receiving a demand under subdivision (a), deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in the demand without providing access to or a copy of the membership list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made under subdivision (a) shall be deemed a reasonable alternative, unless within a reasonable time after acceptance of the offer the corporation fails to do those things which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the corporation does not meet the proper purpose of the demand made pursuant to subdivision (a).
(Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 3 - Rights of Inspection › Section 12602.

12602. (a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in Section 12600 where, and only where, such limitation or restriction is necessary to protect the rights of any member under the Constitution of the United States or the Constitution of the State of California. An order issued pursuant to this subdivision shall provide, insofar as possible, for alternative mechanisms by which the persons seeking to exercise rights under Section 12600 may communicate with members for purposes reasonably related to their interests as members.
(b) Upon the filing of a petition under subdivision (a), the court may, if requested by the person making the petition, issue a temporary order suspending the running of any time limit specified in Section 12600 for compliance with that section. Such an order may be extended, after notice and hearing, until final adjudication of the petition, wherever it appears that the petitioner may prevail on the merits, and it is otherwise equitable to do so.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 3 - Rights of Inspection › Section 12603.

12603. The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the written demand on the corporation of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a member.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 3 - Rights of Inspection › Section 12604.

12604. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 3 - Rights of Inspection › Section 12605.

12605. Where the proper purpose of the person or persons making a demand pursuant to Section 12600 is frustrated by (a) any delay by the corporation in complying with a demand under Section 12600 beyond the time limits specified therein, or (b) any delay caused by the filing of a petition under Section 12601 or Section 12602, or (c) any delay caused by the alternative proposed under subdivision (c) of Section 12600, the person or persons properly making the demand shall have, in the discretion of the court, a right to obtain from the superior court an order postponing any members’ meeting previously noticed for a period equal to the period of such delay. The members may obtain such an order in a proceeding brought pursuant to Section 12601 upon the filing of a verified complaint in the proper county and after a hearing, notice of which shall be given to such persons and in such manner as the court may direct. Such right shall be in addition to any other legal or equitable remedies to which the member may be entitled.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 3 - Rights of Inspection › Section 12606.

12606. (a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 12600 or Section 12603, the superior court of the proper county, or the county where the books or records in question are kept, may enforce the demand or right of inspection with just and proper conditions or may, for good cause shown, appoint one or more competent inspectors or independent accountants to audit the financial statements kept in this state and investigate the property, funds and affairs of any corporation and of any subsidiary corporation thereof, domestic or foreign, keeping records in this state and to report thereon in such manner as the court may direct.
(b) All officers and agents of the corporation shall produce to the inspectors or accountants so appointed all books and documents in their custody or power, under penalty of punishment for contempt of court.
(c) All expenses of the investigation or audit shall be defrayed by the applicant unless the court orders them to be paid or shared by the corporation.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 3 - Rights of Inspection › Section 12607.

12607. In any action or proceeding under this article, and except as required by Section 12601, if the court finds the failure of the corporation to comply with a proper demand thereunder was without justification, the court may award the member reasonable costs and expenses, including reasonable attorneys’ fees, in connection with such action or proceeding.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 13 - Records, Reports and Rights of Inspection › ARTICLE 3 - Rights of Inspection › Section 12608.

12608. (a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or used by any person for any purpose not reasonably related to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(1) Used to solicit money or property unless such money or property will be used solely to solicit the vote of the members in an election to be held by their corporation; or
(2) Used for any purpose which the user does not reasonably and in good faith believe will benefit the corporation; or
(3) Used for any commercial purpose or purpose in competition with the corporation; or
(4) Sold to or purchased by any person.
(b) Any person who violates the provisions of subdivision (a) shall be liable for any damage such violation causes the corporation and shall account for and pay to the corporation any profit derived as a result of said violation. In addition, a court in its discretion may award exemplary damages for a fraudulent or malicious violation of subdivision (a).
(c) Nothing in this article shall be construed to limit the right of a corporation to obtain injunctive relief necessary to restrain misuse of a membership list or any part thereof.
(d) In any action or proceeding under this section, a court may award the corporation reasonable costs and expenses, including reasonable attorneys’ fees in connection with such action or proceeding.
(e) As used in this section, the term “membership list” means the record of all the members’ names and addresses.
(Amended by Stats. 1996, Ch. 589, Sec. 53. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 14 - Service of Process › Section 12610.

12610. Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 15 - Involuntary Dissolution › Section 12621.

12621. (a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney General’s own information or upon complaint of a private party, to procure a judgment dissolving the corporation and annulling, vacating or forfeiting its corporate existence upon any of the following grounds:
(1) The corporation has seriously offended against any provision of the statutes regulating corporations.
(2) The corporation has fraudulently abused or usurped corporate privileges or powers.
(3) The corporation has violated any provision of law by any act or default which under the law is a ground for forfeiture of corporate existence.
(4) The corporation has failed to pay to the Franchise Tax Board for a period of five years any tax imposed upon it by the Bank and Corporation Tax Law.
(b) If the ground of the action is a matter or act which the corporation has done or omitted to do that can be corrected by amendment of its articles or by other corporate action, such suit shall not be maintained unless (1) the Attorney General, at least 30 days prior to the institution of suit, has given the corporation written notice of the matter or act done or omitted to be done; and (2) the corporation has failed to institute proceedings to correct it within the 30-day period or thereafter fails to duly and properly make such amendment or take the corrective corporate action.
(c) In any such action the court may order dissolution or such other or partial relief as it deems just and expedient. The court also may appoint a receiver for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court.
(d) Service of process on the corporation may be made pursuant to Chapter 17 (commencing with Section 1700) of Division 1 or by written notice to the president or secretary of the corporation at the address indicated in the corporation’s last tax return filed pursuant to the Bank and Corporation Tax Law. The Attorney General shall also publish one time in a newspaper of general circulation in the proper county a notice to the members of the corporation.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)