{"code":"CORP","codeName":"Corporations Code","section":"12238","citation":"Corp. Code, § 12238","status":"in-force","lawOn":"2026-09-28","headings":[{"name":"TITLE 1. CORPORATIONS [100. - 14707.]","url":"https://blackletter.si/corporations-code/title-1"},{"name":"DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000. - 14707.]","url":"https://blackletter.si/corporations-code/title-1/division-3"},{"name":"PART 2. COOPERATIVE CORPORATIONS [12200. - 12704.]","url":"https://blackletter.si/corporations-code/title-1/division-3/part-2"},{"name":"CHAPTER 1. General Provisions, Organization and Bylaws [12200. - 12340.]","url":"https://blackletter.si/corporations-code/title-1/division-3/part-2/chapter-1"},{"name":"ARTICLE 2. General Provisions and Definitions [12210. - 12256.]","url":"https://blackletter.si/corporations-code/title-1/division-3/part-2/chapter-1/article-2"}],"history":"Amended by Stats. 2015, Ch. 192, Sec. 7.   (AB 816)   Effective January 1, 2016.","effective":"2016-01-01","html":"<p>(a) “Member” means any person who, pursuant to a specific provision of a corporation’s articles or bylaws, has the right to vote for the election of a director or directors, or possesses proprietary interests in the corporation.</p><p>(b) The articles or bylaws may confer some or all of the rights of a member, set forth in this part, upon any person or persons who do not have any of the voting rights referred to in subdivision (a).</p><p>(c) Where a member of a corporation is not a natural person, such member may authorize in writing one or more natural persons to vote on its behalf on any or all matters which may require a vote of the members.</p><p>(d) A person is not a member by virtue of any of the following:</p><p>(1) Any rights such person has as a delegate.</p><p>(2) Any rights such person has to designate or select a director or directors.</p><p>(3) Any rights such person has as a director.</p><p>(e) “Worker-member” means a member of a worker cooperative who is a natural person and also a patron of a worker cooperative.</p><p>(f) “Community investor” means a person who is not a worker-member and who holds a share or other proprietary interest in a worker cooperative.</p><p>(g) “Worker” means a natural person contributing labor or services to a worker cooperative. “Candidate” means a worker who is being considered for membership in a worker cooperative, as defined in the corporation’s articles or bylaws.</p>","text":"(a) “Member” means any person who, pursuant to a specific provision of a corporation’s articles or bylaws, has the right to vote for the election of a director or directors, or possesses proprietary interests in the corporation. (b) The articles or bylaws may confer some or all of the rights of a member, set forth in this part, upon any person or persons who do not have any of the voting rights referred to in subdivision (a). (c) Where a member of a corporation is not a natural person, such member may authorize in writing one or more natural persons to vote on its behalf on any or all matters which may require a vote of the members. (d) A person is not a member by virtue of any of the following: (1) Any rights such person has as a delegate. (2) Any rights such person has to designate or select a director or directors. (3) Any rights such person has as a director. (e) “Worker-member” means a member of a worker cooperative who is a natural person and also a patron of a worker cooperative. (f) “Community investor” means a person who is not a worker-member and who holds a share or other proprietary interest in a worker cooperative. (g) “Worker” means a natural person contributing labor or services to a worker cooperative. “Candidate” means a worker who is being considered for membership in a worker cooperative, as defined in the corporation’s articles or bylaws.","otherVersions":[],"url":"https://blackletter.si/corporations-code/general-provisions-and-definitions-12238","source":"California Legislative Information bulk export (pubinfo)"}