CHAPTER 22. Cannabis Cooperative Associations [26220. - 26231.2.]
Chapter 22 added by Stats. 2017, Ch. 27, Sec. 107.
§§ 26220–26231.2 · 67 sections
ARTICLE 1. Definitions §§ 26220–26220.3 · 4 sections
- § 26220 Unless the context otherwise requires, the definitions in this article govern the construction of this chapter.
- § 26220.1 “Association” means any cannabis cooperative that is organized pursuant to this chapter. An association shall be deemed incorporated pursuant to this chapter,…
- § 26220.2 “Member” includes members of associations without capital stock and holders of common stock in associations that are organized with shares of stock.
- § 26220.3 “Cannabis product” includes any cannabis associated with a licensed cultivator.
ARTICLE 2. General Provisions §§ 26222–26222.6 · 7 sections
- § 26222 The purpose of this chapter is to do all of the following: (a) Promote, foster, and encourage the intelligent and orderly marketing of cannabis product through…
- § 26222.1 An exemption under law that applies to a cannabis product in the possession, or under the control, of the individual cultivator, shall apply similarly and…
- § 26222.2 A person, firm, corporation, or association, that is hereafter organized or doing business in this state, may not use the word “cannabis cooperative” as part…
- § 26222.3 An association that is organized pursuant to this chapter shall not conspire in restraint of trade, or serve as an illegal monopoly, attempt to lessen…
- § 26222.4 The marketing contracts and agreements between an association that is organized pursuant to this chapter and its members and any agreements authorized in this…
- § 26222.5 The General Corporation Law (Division 1 (commencing with Section 100) of Title 1 of the Corporations Code) applies to each association that is organized…
- § 26222.6 (a) Except as provided in subdivision (c), Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure does not apply to a…
ARTICLE 3. Purposes § 26223 · 1 section
- § 26223 (a) Three or more natural persons, who are engaged in the cultivation of any cannabis product, may form an association pursuant to this chapter for the purpose…
ARTICLE 4. Articles of Incorporation §§ 26224–26224.2 · 3 sections
- § 26224 The articles of incorporation of an association shall show that the signers of the articles of incorporation are engaged in the cultivation of cannabis…
- § 26224.1 Articles of incorporation shall be signed, acknowledged, and filed in the manner that is prescribed by the general laws of this state for domestic corporations.
- § 26224.2 The articles of incorporation of any association may be amended in the manner and for the purposes which are authorized by the General Corporation Law,…
ARTICLE 5. Bylaws §§ 26225–26225.95 · 11 sections
- § 26225 Each association shall, within 30 days after its incorporation, adopt for its government and management, a code of bylaws, consistent with this chapter. The…
- § 26225.1 The bylaws may prescribe the time, place, and manner of calling and conducting its meetings. Meetings of members or stockholders shall be held at the place as…
- § 26225.2 The bylaws may prescribe the number of stockholders, directors, or members that constitutes a quorum.
- § 26225.3 The bylaws may prescribe the following: (a) The right of members or stockholders to vote by proxy or by mail or both, and the conditions, manner, form, and…
- § 26225.4 (a) The bylaws may prescribe the qualifications, compensation, duties, and term of office of directors and officers and the time of their election. (b) The…
- § 26225.5 The bylaws may prescribe penalties for violations of the bylaws.
- § 26225.6 The bylaws may prescribe the amount of entrance, organization, and membership fees, if any, the manner and method of collection of the fees, and the purposes…
- § 26225.7 The bylaws may prescribe the amount that each member or stockholder shall be required to pay annually, or from time to time, if at all, to carry on the…
- § 26225.8 The bylaws may prescribe the amount of dividends, if any, that may be declared on the stock or membership capital. To the extent that dividends are payable out…
- § 26225.9 The bylaws may prescribe any of the following: (a) The number and qualification of members or stockholders of the association and the conditions precedent to…
- § 26225.95 (a) The bylaws may prescribe any of the following: (1) The manner of determining the value of a member’s interest and provision for its purchase by the…
ARTICLE 6. Directors and Management §§ 26226–26226.9 · 10 sections
- § 26226 The affairs of the association shall be managed by a board of not less than three directors who are elected by the members or stockholders.
- § 26226.1 The bylaws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the…
- § 26226.2 The bylaws may provide that primary elections shall be held to nominate directors. If the bylaws provide that the territory in which the association has…
- § 26226.3 The bylaws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by…
- § 26226.4 The bylaws may provide that one or more directors may be chosen by a public official or commission or by the other directors selected by the members. The…
- § 26226.5 The bylaws may provide for an executive committee and may allot to the committee all the functions and powers of the board of directors, subject to the general…
- § 26226.6 An association may provide a fair remuneration for the time that is actually spent by its officers and directors in its service and for the service of the…
- § 26226.7 If a vacancy on the board of directors occurs, except by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy,…
- § 26226.8 (a) The directors shall elect a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be prescribed by the bylaws.…
- § 26226.9 (a) A member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition that is…
ARTICLE 7. Powers §§ 26227–26227.9 · 11 sections
- § 26227 An association may engage in any activity in connection with the growing, harvesting, curing, drying, trimming, packing, grading, storing, or handling of any…
- § 26227.1 An association may borrow without limitation as to the amount of corporate indebtedness or liability and may make advances to members.
- § 26227.2 An association may act as the agent or representative of any member or members in any of the activities specified in Section 26226.2 or 26226.3.
- § 26227.3 An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in, sell, transfer, pledge, or guarantee the payment of…
- § 26227.4 An association may establish reserves and invest the funds of the reserves in bonds or in other property as may be provided in the bylaws.
- § 26227.5 An association may buy, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct…
- § 26227.6 An association may levy assessments in the manner and in the amount as may be provided in its bylaws.
- § 26227.7 An association may do any of the following anywhere: (a) That which is what is necessary, suitable, or proper for the accomplishment of a purpose, or the…
- § 26227.75 An association may use or employ any of its facilities for any purpose, provided the proceeds that arise from such use and employment shall go to reduce the…
- § 26227.8 (a) An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other association, with or without…
- § 26227.9 (a) Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary…
ARTICLE 8. Financial Provisions §§ 26228–26228.3 · 4 sections
- § 26228 An association is not subject in any manner to the terms of the Corporate Securities Law (Division 1 (commencing with Section 25000) of Title 4 of the…
- § 26228.1 If an association issues nonpar value stock, the issuance of the stock shall be governed by the terms of all general laws that cover the issuance of nonpar…
- § 26228.2 If an association with preferred shares of stock purchases the stock or any property, or any interest in any property of any person, it may discharge the…
- § 26228.3 The board of directors of every association shall cause to be sent to the members of the association not later than 120 days after the close of the fiscal or…
ARTICLE 9. Members §§ 26229–26229.8 · 9 sections
- § 26229 Under the terms and conditions that are prescribed in the bylaws adopted by it, an association may admit as members or issue common stock only to persons…
- § 26229.1 If a member of a nonstock association is other than a natural person, the member may be represented by any individual, associate, officer, or manager or member…
- § 26229.2 Any association may become a member or stockholder of any other association.
- § 26229.3 If a member of an association that is established without shares of stock has paid his membership fee in full, he or she shall receive a certificate of…
- § 26229.4 An association shall not issue a certificate for stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the…
- § 26229.5 An association, in its bylaws, may limit the amount of common stock that any member may own.
- § 26229.6 The bylaws shall prohibit the transfer of the common stock or membership certificates of the associations to a person that is not qualified to be a shareholder…
- § 26229.7 The association may, at any time, as specified in the bylaws, except when the debts of the association exceed 50 percent of its assets, buy in or purchase its…
- § 26229.8 A member or stockholder is not liable for the debts of the association to an amount that exceeds the sum that remains unpaid on his membership fee or his…
ARTICLE 10. Marketing Contracts §§ 26230–26230.3 · 4 sections
- § 26230 The association and its members may make and execute marketing contracts that require the members to sell, for any period of time, but not over 15 years, all…
- § 26230.1 Notwithstanding any provisions of the Civil Code, a contract that is entered into by a member or stockholder of an association that provides for the delivery…
- § 26230.2 The bylaws or a marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder to the association upon the breach by…
- § 26230.3 If there is a breach or threatened breach of a marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach…
ARTICLE 11. Reorganization of Corporations Organized Pursuant to Other Laws §§ 26231–26231.2 · 3 sections
- § 26231 A corporation that is organized or existing pursuant to any law except Part 12 (commencing with Section 14550) of Division 3 of Title 1 of the Corporations…
- § 26231.1 Articles of incorporation shall be deemed to conform to this chapter within the meaning of Section 26231 if it clearly appears from the articles of…
- § 26231.2 If the amended articles conform, as provided in Section 26231.1, provisions in the articles of incorporation that appeared in the original articles or some…