0 chapters · 816 sections in this title.
Corp. Code § 12400 Section 12400
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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.
Corp. Code § 12401 Section 12401
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(a) A corporation may issue, but is not required to issue, membership certificates. In the event that membership certificates are issued, the certificates shall state the information required to be contained in the disclosure document described in subdivision (b). Nothing in this…
Corp. Code § 12402 Section 12402
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(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 represent…
Corp. Code § 12403 Section 12403
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(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.
Corp. Code § 12404 Section 12404
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Except as permitted in Sections 12314 and 12404.5, the voting power of members having voting rights shall be equal.
Corp. Code § 12404.5 Section 12404.5
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(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.
Corp. Code § 12405 Section 12405
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There shall be no voting by proxy.
Corp. Code § 12410 Section 12410
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(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 d…
Corp. Code § 12420 Section 12420
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(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 cor…
Corp. Code § 12421 Section 12421
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Except as provided in the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
Corp. Code § 12422 Section 12422
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(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 u…
Corp. Code § 12430 Section 12430
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(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 …
Corp. Code § 12431 Section 12431
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(a) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the requirements of this section. An expulsion, termination, or suspension not in accord with this section shall be void and with…
Corp. Code § 12440 Section 12440
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(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 th…
Corp. Code § 12441 Section 12441
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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 …
Corp. Code § 12442 Section 12442
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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 …
Corp. Code § 12443 Section 12443
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(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 cr…
Corp. Code § 12444 Section 12444
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Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter, member, director, officer or the corporation because of participation in any fraud or illegality practiced upon such creditor or member b…
Corp. Code § 12445 Section 12445
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The articles or bylaws shall prescribe: (a) The manner of determining each member’s share of the capital of the corporation contributed by the members and, if repayable, the time and manner for its repayment; and (b) The manner of determining the value, if any, of the member’s in…
Corp. Code § 12446 Section 12446
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(a) Subject to subdivision (b), Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure shall not apply to any proprietary interest in a consumer cooperative corporation. Any proprietary interest that would otherwise escheat to the state purs…
Corp. Code § 13275 Section 13275
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The affairs of the association shall be managed by a board of not less than three directors, elected by the members from their own number.
Corp. Code § 13276 Section 13276
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Meetings of the board of directors may be held at any place within or without the State fixed by a quorum thereof unless otherwise provided in the articles of incorporation or by-laws.
Corp. Code § 13277 Section 13277
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When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, provided that when the by-laws provide for an election of directors by districts, the vacancy shall be filled by the e…
Corp. Code § 13278 Section 13278
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The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary and a treasurer, who need not be directors or members of the association; and they may combine the two latter offices and unite both functions and titles in …
Corp. Code § 13279 Section 13279
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An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee.
Corp. Code § 13290 Section 13290
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Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by 5 percent of the members, requesting the removal of the officer or director in question.
Corp. Code § 13291 Section 13291
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Except as provided in Section 13293, the removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the members, the association may remove the officer or director.
Corp. Code § 13292 Section 13292
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The director or officer, against whom such charges have been brought, shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and the person or persons bringing …
Corp. Code § 13293 Section 13293
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If the by-laws provide for election of directors by districts with primary elections in each district, the petition for removal of a director shall be signed by 20 percent of the members residing in the district from which he was elected. The board of directors shall call a speci…
Corp. Code § 5310 Section 5310
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(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it shall have no members. In the absence of any provision in its articles or bylaws providing for members, a corporation shall have no members. …
Corp. Code § 5311 Section 5311
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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.
Corp. Code § 5312 Section 5312
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No person may hold more than one membership, and no fractional memberships may be held, provided, however, that: (a) Two or more persons may have an indivisible interest in a single membership when authorized by, and in such manner or under the circumstances prescribed by, the ar…
Corp. Code § 5313 Section 5313
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Except as provided in its articles or bylaws, a corporation may admit any person to membership.
Corp. Code § 5320 Section 5320
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(a) Subject to Section 5613, and unless otherwise provided in the corporation’s articles or bylaws: (1) No member may transfer a membership or any right arising therefrom. (2) All rights of membership cease upon the member’s death or dissolution. (b) Notwithstanding subdivision (…
Corp. Code § 5330 Section 5330
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A corporation may issue memberships having different rights, privileges, preferences, restrictions or conditions, as authorized by its articles or bylaws.
Corp. Code § 5331 Section 5331
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Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
Corp. Code § 5332 Section 5332
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(a) A corporation may refer to persons associated with it as “members” even though such persons are not members within the meaning of Section 5056; but references to members in this part mean members as defined in Section 5056. (b) A corporation may benefit, serve, or assist pers…
Corp. Code § 5340 Section 5340
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(a) A member may resign from membership at any time. (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 or otherwise, and this section shall …
Corp. Code § 5341 Section 5341
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(a) No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except according to procedures satisfying the requirements of this section. An expulsion, termination or suspension not in accord with this section shall be void and…
Corp. Code § 5342 Section 5342
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(a) An amendment of the articles or bylaws which would terminate all memberships or any class of memberships shall meet the requirements of this part and this section. (b) Before such an amendment is adopted the corporation shall give written notice to members not less than 45 no…
Corp. Code § 5350 Section 5350
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(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 th…
Corp. Code § 5351 Section 5351
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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, by contract or otherwise, liable for them. Arti…
Corp. Code § 5352 Section 5352
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(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 cr…
Corp. Code § 5353 Section 5353
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Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter, member, director, officer or the corporation because of participation in any fraud or illegality practiced upon such creditor or member b…
Corp. Code § 5354 Section 5354
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A person holding 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 amounts owing to the corporation by the member,…
Corp. Code § 7310 Section 7310
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(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it shall have no members. In the absence of any provision in its articles or bylaws providing for members, a corporation shall have no members. …
Corp. Code § 7311 Section 7311
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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.
Corp. Code § 7312 Section 7312
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No person may hold more than one membership, and no fractional memberships may be held, except as follows: (a) Two or more persons may have an indivisible interest in a single membership when authorized by, and in a manner or under the circumstances prescribed by, the articles or…
Corp. Code § 7313 Section 7313
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(a) A corporation may, but is not required to, issue membership certificates. Nothing in this section shall restrict a corporation from issuing identity cards or similar devices to members which serve to identify members qualifying to use facilities or services of the corporation…
Corp. Code § 7314 Section 7314
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(a) A corporation may issue a new membership certificate or a new certificate for any security 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 cert…