reglab/statecodes huggingface dataset:
2023 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 3 - Formation › Section 12301.

12301. (a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for such by the association in accordance with its rules and procedures.
(b) In addition to the matters required to be set forth in the articles pursuant to Section 12310, the articles in the case of an incorporation authorized by subdivision (a) shall set forth that an existing unincorporated association, stating its name, is being incorporated by the filing of the articles.
(c) The articles filed pursuant to this section shall be accompanied by a verified statement of any two officers or governing board members of the association stating that the incorporation of the association by means of the articles to which the verified statement is attached has been approved by the association in accordance with its rules and procedures.
(d) Upon the change of status of an unincorporated association to a corporation pursuant to subdivision (a), the property of the association becomes the property of the corporation and the members of the association who have any voting rights of the type referred to in Section 12238 become members of the corporation.
(e) 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 association is located, of a copy of the articles of incorporation filed pursuant to this section, certified by the Secretary of State, shall evidence record ownership in the corporation of all interests of the association in and to the real property located in that county.
(f) All rights of creditors and all liens upon the property of the association shall be preserved unimpaired. Any action or proceeding pending by or against the unincorporated association may be prosecuted to judgment, which shall bind the corporation, or the corporation may be proceeded against or substituted in its place.
(g) If a corporation is organized by a person who is or was an officer, director or member of an unincorporated association and such corporation is not organized pursuant to subdivision (a), the unincorporated association may continue to use its name and the corporation may not use a name which is the same as or similar to the name of the unincorporated association.
(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 1 - General Provisions, Organization and Bylaws › ARTICLE 3 - Formation › Section 12302.

12302. (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financial Protection and Innovation is attached thereto.
(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:
(1) The name of any corporation.
(2) The name of any foreign corporation authorized to transact intrastate business in this state.
(3) Each name that is under reservation pursuant to this title.
(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.
(5) An alternate name of a foreign corporation under subdivision (b) of Section 2106.
(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.
(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).
(Amended by Stats. 2022, Ch. 617, Sec. 75. (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 1 - General Provisions, Organization and Bylaws › ARTICLE 3 - Formation › Section 12302.1.

12302.1. The Secretary of State shall not file articles for a corporation the name of which would fall within the prohibitions of Section 18104 of the Financial Code. This section shall not apply to articles filed for a corporation organized in accordance with Section 18100 of the Financial Code.
(Added by Stats. 1999, Ch. 453, Sec. 23. Effective January 1, 2000.)
2023 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 4 - Articles of Incorporation › Section 12310.

12310. The articles of incorporation of a corporation formed under this part shall set forth:
(a) The name of the corporation.
(b) The following statement:
“This corporation is a cooperative corporation organized under the Cooperative Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the law.”
[The articles may include a further description of the corporation’s purpose.]
(c) The name and street address in this state of the corporation’s initial agent for service of process in accordance with subdivision (b) of Section 12570.
(d) The initial street address of the corporation.
(e) The initial mailing address of the corporation, if different from the initial street address.
(f) Whether the voting power or the proprietary interests of the members are equal or unequal. If the voting power or proprietary interests of the members are unequal, the articles shall state either (i) the general rule or rules by which the voting power and proprietary interests of the members shall be determined or (ii) that such rule or rules shall be prescribed in the corporation’s bylaws. Equal voting power means voting power apportioned on the basis of one vote for each member. Equal proprietary rights means property rights apportioned on the basis of one proprietary unit for each member.
(g) Pursuant to Section 12310.5, the articles of incorporation may state whether the cooperative has elected to be governed as a worker cooperative.
(Amended by Stats. 2015, Ch. 192, Sec. 11. (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 1 - General Provisions, Organization and Bylaws › ARTICLE 4 - Articles of Incorporation › Section 12310.5.

12310.5. (a) A corporation organized under this part may elect to be governed as a worker cooperative by making the following statement in its articles of incorporation or its amended articles of incorporation:
“This corporation is a worker cooperative corporation organized under the Cooperative Corporation Law.”
(b) A corporation that makes the election to be governed as a worker cooperative, unless expressly exempted, shall be governed by all the provisions of this part.
(Added by Stats. 2015, Ch. 192, Sec. 12. (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 1 - General Provisions, Organization and Bylaws › ARTICLE 4 - Articles of Incorporation › Section 12312.

12312. The articles of incorporation may set forth a further statement limiting the purposes or powers 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 1 - General Provisions, Organization and Bylaws › ARTICLE 4 - Articles of Incorporation › Section 12313.

12313. (a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the articles:
(1) A provision limiting the duration of the corporation’s existence to a specified date.
(2) A provision providing for the distribution of the remaining assets of the corporation, after payment or adequate provision for all of its debts and liabilities, to a charitable trust.
(b) Nothing contained in subdivision (a) shall affect the enforceability, as between the parties thereto, of any lawful agreement not otherwise contrary to public policy.
(c) The articles of incorporation may set forth any or all of the following provisions:
(1) The names and addresses of the persons appointed to act as initial directors.
(2) Provisions concerning the transfer of memberships, in accordance with Section 12410.
(3) The classes of members, if any, and if there are two or more classes, the rights, privileges, preferences, restrictions, and conditions attaching to each class.
(4) Any other provision, not in conflict with law, for the management of the activities and for the conduct of the affairs of the corporation, including any provision which is required or permitted by this part to be stated in the bylaws.
(5) A provision conferring upon members the right to determine the consideration for which memberships shall be issued.
(6) A provision authorizing the board of directors, within any limits or restrictions stated, to fix the rights, privileges, preferences, restrictions, and conditions attaching to any wholly unissued class of memberships authorized in the bylaws or the articles.
(7) If the bylaws or articles authorize a class of memberships to be divisible into series, a provision authorizing the board of directors, within any limits or restrictions stated, to fix the rights, privileges, preferences, restrictions, and conditions attaching to any wholly unissued series of a membership class authorized to be divisible into series, and to fix the number of memberships in the series and the designation of the series. As to any series, the number of which is authorized to be fixed by the board, the articles may also authorize the board to increase or decrease, but not below the number of memberships then outstanding, the number of memberships of any such series subsequent to the issuance of that series. Unless the articles or bylaws provide otherwise, in case the number of memberships of any series is decreased, the memberships constituting this decrease shall resume the status which they had prior to the adoption of the board resolution originally fixing the number of memberships of the series.
(Amended by Stats. 2013, Ch. 538, Sec. 3. (AB 1255) Effective January 1, 2014.)
2023 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 4 - Articles of Incorporation › Section 12314.

12314. The articles of incorporation of a central organization, as defined in Section 12256, organized under or subject to this part may provide for unequal voting power of its members based upon the number of its members’ members, the patronage of its members, or both. In no event shall any member have less than one vote.
(Amended by Stats. 1983, Ch. 792, Sec. 10.)
2023 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 4 - Articles of Incorporation › Section 12315.

12315. For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is conclusive evidence of the formation of the corporation and prima facie evidence of its corporate existence.
(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 1 - General Provisions, Organization and Bylaws › ARTICLE 4 - Articles of Incorporation › Section 12316.

12316. If initial directors have not been named in the articles of incorporation, the incorporators may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation and the election of directors and officers, until the directors are elected.
(Added by Stats. 1983, Ch. 792, Sec. 11.)
2023 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 4 - Articles of Incorporation › Section 12317.

12317. (a) A worker cooperative may, in its articles or bylaws, establish itself as a capital account cooperative.
(b) The articles or bylaws of a capital account cooperative may authorize assignment of a portion of retained net earnings and net losses to an unallocated capital account. The unallocated capital account in a capital account cooperative shall reflect any paid-in capital and retained net earnings not allocated to individual members. Earnings assigned to the unallocated capital account may be used for any and all corporate purposes, as determined by the board of directors.
(c) The system of member and unallocated capital accounts may be used to determine the redemption price of member shares, capital stock, and written notices of allocation. The articles or bylaws may provide for the capital account cooperative worker cooperative to pay or credit interest on the balance in each member’s capital account.
(d) The articles or bylaws of a capital account cooperative may permit the periodic redemption of written notices of allocation and capital stock and shall provide for recall and redemption of membership shares upon termination of membership in the cooperative. However, no redemption may occur that would result in the liability of any director or officer pursuant to Article 3 (commencing with Section 12370) of Chapter 2.
(e) As used in this section, “written notice of allocation” has the same meaning as defined in Section 1388 (b) of the Internal Revenue Code.
(Amended by Stats. 2018, Ch. 92, Sec. 48. (SB 1289) Effective January 1, 2019.)
2023 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 5 - Powers › Section 12321.

12321. (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or directors, or the manner of exercise of such powers, contained in or implied by the articles or by Chapters 15 (commencing with Section 12620), 16 (commencing with Section 12630) and 17 (commencing with Section 12650) shall be asserted as between the corporation or member, officer or director and any third person, except in a proceeding: (1) by a member or the state to enjoin the doing or continuation of unauthorized activities by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, (2) to dissolve the corporation, or (3) by the corporation or by a member suing in any representative suit against the officers or directors of the corporation for violation of their authority.
(b) Any contract or conveyance made in the name of a corporation which is authorized or ratified by the board, or is done within the scope of authority, actual or apparent, conferred by the board or within the agency power of the officer executing it, except as the board’s authority is limited by law other than this part, binds the corporation, and the corporation acquires rights thereunder whether the contract is executed or wholly or in part executory.
(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 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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, chair of the board, or chairperson 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. 2022, Ch. 617, Sec. 76. (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 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 chairperson 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. 2022, Ch. 617, Sec. 77. (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 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.)
2023 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.)
2023 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.)
2023 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 chairperson 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. 2022, Ch. 617, Sec. 78. (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 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 3 - Members › ARTICLE 3 - Types of Memberships › Section 12420.

12420. (a) Except as provided in subdivision (b), a corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as provided in its articles or bylaws. If the articles or bylaws authorize at least one class of voting memberships, a corporation may also authorize and issue additional classes of memberships, preferred or otherwise, that are divisible into a series or are nonvoting or both.
(b) All worker-members shall have the rights, privileges, preferences, restrictions, or conditions as provided in the articles or bylaws. This membership shall not be divided into partial memberships.
(c) A worker cooperative shall only make patronage distributions to the worker-member class.
(Amended by Stats. 2015, Ch. 192, Sec. 16. (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 3 - Members › ARTICLE 3 - Types of Memberships › Section 12421.

12421. Except as provided in the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
(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 3 - Members › ARTICLE 3 - Types of Memberships › Section 12422.

12422. (a) Unless the corporation’s articles or bylaws so provide, memberships are not redeemable. A corporation may provide in its articles or bylaws for one or more classes or series of memberships which are redeemable, in whole or in part, for such consideration within such time or upon the happening of one or more specified events and upon the terms and conditions stated in the articles or bylaws. However, no membership shall actually be redeemed if prohibited by Chapter 4 (commencing with Section 12450).
(b) Nothing in this section shall prevent a corporation from creating a sinking fund or similar provision for, or entering into an agreement for, the redemption or purchase of its memberships to the extent permitted by Chapter 4 (commencing with Section 12450).
(Amended by Stats. 2013, Ch. 538, Sec. 7. (AB 1255) Effective January 1, 2014.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 3 - Members › ARTICLE 4 - Termination of Memberships › Section 12430.

12430. (a) A member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective.
(b) This section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments or fees, or arising from contract, a condition to ownership of land, an obligation arising out of the ownership of land, or otherwise, and this section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.
(c) A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed.
(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 3 - Members › ARTICLE 5 - Rights and Obligations of Members and Creditors › Section 12440.

12440. (a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
(b) No person is liable for any obligation arising from membership unless the person was admitted to membership upon the person’s application or with the person’s consent.
(c) The ownership of an interest in real property, when a condition of its ownership is membership in a corporation, shall be considered consent to such membership for the purpose of this section.
(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 3 - Members › ARTICLE 5 - Rights and Obligations of Members and Creditors › Section 12441.

12441. A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may avoid liability for them by promptly resigning from membership, except where the member is liable for them by contract, as a condition to ownership of an interest in real property, as an obligation arising out of the ownership of an interest in real property, or otherwise. Unless called to the attention of the member and agreed to in writing by the member, article or bylaw provisions authorizing such dues, assessments or fees do not, of themselves, create such liability. No action shall be brought by or on behalf of any creditor to levy or to require the levy of dues, assessments or fees upon the members 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 3 - Members › ARTICLE 5 - Rights and Obligations of Members and Creditors › Section 12442.

12442. A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any unpaid balance of the purchase price of the membership, or for any amount owing to the corporation by the member, because the membership is so held, but the estate and funds in the hands of such fiduciary or representative are liable and the membership subject to sale therefor.
(Amended by Stats. 1983, Ch. 792, Sec. 22.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 3 - Members › ARTICLE 5 - Rights and Obligations of Members and Creditors › Section 12443.

12443. (a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to the corporation to pay the amount due on such member’s membership or otherwise due to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceedings would be useless.
(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any such creditor’s action to reach and apply unpaid amounts due the corporation and any or all members who owe amounts to the corporation may be joined in such action. Several judgments may be rendered for and against the parties to the action or in favor of a receiver for the benefit of the respective parties thereto.
(c) All amounts paid by any member in any such action shall be credited on the unpaid balance due the corporation by such member.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)