DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000. - 14707.]
Division 3 enacted by Stats. 1947, Ch. 1038.
§§ 12000–14707 · 424 sections
PART 1. CHAMBERS OF COMMERCE, BOARDS OF TRADE, MECHANICS' INSTITUTES, ETC. § 12000 · 1 section
- § 12000 Every corporation organized or existing under Part 1 (commencing with Section 12000) in effect on December 31, 1979, is subject to and deemed to be organized…
PART 2. COOPERATIVE CORPORATIONS §§ 12200–12704 · 266 sections
CHAPTER 1. General Provisions, Organization and Bylaws §§ 12200–12340 · 83 sections
ARTICLE 1. Title, Purposes and Application of Part §§ 12200–12203 · 5 sections
- § 12200 This part shall be known as the Cooperative Corporation Law. This part is intended primarily to apply to the organization and operation of cooperatives,…
- § 12201 Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be formed under this…
- § 12201.5 (a) Notwithstanding Section 12201, the net earnings and losses of a worker cooperative shall be apportioned and distributed at the time and in the manner…
- § 12202 (a) The provisions of this part apply to corporations existing pursuant to Part 2 (commencing with Section 12200) of Division 3 of Title 1 in effect…
- § 12203 Unless the provisions or the context otherwise requires, the definitions set forth in this part govern the construction of this part.
ARTICLE 2. General Provisions and Definitions §§ 12210–12256 · 58 sections
- § 12210 A corporation may be sued as provided in the Code of Civil Procedure.
- § 12211 Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the attachment…
- § 12212 The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180) of…
- § 12213 Any agreement, certificate, or other instrument filed pursuant to the provisions of this part, may be corrected with respect to any misstatement of fact…
- § 12214 (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office…
- § 12214.5 The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon…
- § 12214.6 (a) A corporation that (1) fails to file a statement pursuant to Section 12570 for an applicable filing period, (2) has not filed a statement pursuant to…
- § 12215 Except as otherwise permitted, any reference in this part to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is…
- § 12216 If the articles provide for more than one vote for any member on any matter, the references in Sections 12223 and 12224 to a majority or other proportion of…
- § 12217 All references in this part to financial statements of a corporation mean statements prepared in conformity with generally accepted accounting principles or…
- § 12218 As used in this part, “independent accountant” means a certified public accountant or public accountant who is independent of the corporation as determined in…
- § 12219 Any reference in this part to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in…
- § 12220 A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or report…
- § 12220.5 (a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or…
- § 12221 “Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of…
- § 12222 “Approved by (or approval of) the board” means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of…
- § 12223 “Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or written ballot in conformity with Section 12463) of a…
- § 12224 “Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held…
- § 12225 “Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.
- § 12226 “Bylaws” includes amendments thereto and amended bylaws.
- § 12227 “Board” means the board of directors of the corporation.
- § 12228 “Business corporation” means a corporation as defined in Section 162 of the General Corporation Law.
- § 12228.3 “Capital account cooperative” is a worker cooperative in which the entire net book value is reflected in member capital accounts, one for each member, and an…
- § 12228.5 For the purposes of this part, all references to “chairperson of the board,” other than in Section 12353, shall be deemed to refer to all permissible titles…
- § 12229 “Chapter” refers to a chapter of this part unless otherwise expressly stated.
- § 12230 “Class” refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the same rights…
- § 12230.5 “Collective board worker cooperative” means a worker cooperative in which there is only one class of members consisting of worker-members, all of whom are…
- § 12231 “Constituent corporation” means a corporation which is merged with one or more other corporations and includes the surviving corporation.
- § 12232 “Corporation” as used in this part means a corporation which is organized under, or subject to this part, including a central organization.
- § 12233 “Directors” means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated,…
- § 12234 “Disappearing corporation” means a constituent corporation which is not the surviving corporation.
- § 12235 “Distribution” means the distribution of any gains, profits or dividends to any member as such, but does not include patronage distributions.
- § 12236 “Domestic corporation” means a corporation formed under the laws of this state.
- § 12237 “Foreign corporation” means a foreign corporation as defined in Section 171.
- § 12238 (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…
- § 12239 A “membership” refers to the rights a member has pursuant to a corporation’s articles, bylaws and this part.
- § 12240 “Membership certificate,” as used in this part, means a document evidencing a proprietary interest in a corporation.
- § 12241 “Officers’ certificate” means a certificate signed and verified by the chair of the board, the president, or any vice president, and by the secretary, the…
- § 12242 “On the certificate,” as used in this part means that a statement appears on the face of a certificate or on the reverse thereof with a reference thereto on…
- § 12242.5 “Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment…
- § 12242.6 “Parent party” means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are…
- § 12243 (a) (1) If the corporation is organized to provide goods or services to its members, the corporation’s “patrons” are those who purchase those types of goods…
- § 12244 “Patronage distribution” means any transfer made to a patron of the corporation the amount of which is computed with reference to the patron’s patronage of the…
- § 12245 “Person,” unless otherwise expressly provided, includes any association, company, domestic or foreign corporation, corporation sole, estate, individual, joint…
- § 12245.2 “Preferred memberships” means memberships that have a preference over any other memberships with respect to distribution of assets on liquidation or with…
- § 12246 “Proper county” means the county where the corporation’s principal office in this state is located or, if the corporation has no such office, the County of…
- § 12246.2 “Series” of memberships means memberships within a class of memberships that have the same rights, privileges, preferences, restrictions, and conditions, but…
- § 12247 “Shareholder” shall have the same meaning as “member” as defined in Section 12238.
- § 12248 “Share certificate” shall have the same meaning as “membership certificate” as defined in Section 12240.
- § 12249 “Surviving corporation” means a corporation into which one or more other corporations are merged.
- § 12250 “Vacancy” when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by death,…
- § 12251 “Verified” means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing the…
- § 12252 “Vote” includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 12351 and authorization by written ballot…
- § 12253 (a) “Voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right…
- § 12253.5 “Worker cooperative” or “employment cooperative” means a corporation formed under this part that includes a class of worker-members who are natural persons…
- § 12254 “Written” or “in writing” includes facsimile, telegraphic, and other electronic communication as authorized by this code.
- § 12255 “Written ballot” does not include a ballot distributed at a special or regular meeting of members.
- § 12256 A central organization is a corporation whose membership is composed, in whole or in part, of other corporations organized under this part.
ARTICLE 3. Formation §§ 12300–12302.1 · 4 sections
- § 12300 (a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) Where initial directors are named in the…
- § 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…
- § 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…
- § 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.…
ARTICLE 4. Articles of Incorporation §§ 12310–12317 · 9 sections
- § 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…
- § 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…
- § 12311 (a) The names of all corporations formed under this part shall include “cooperative.” No corporation shall be formed under this part unless there is affixed or…
- § 12312 The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
- § 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:…
- § 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…
- § 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…
- § 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…
- § 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…
ARTICLE 5. Powers §§ 12320–12321 · 2 sections
- § 12320 Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this part and any other applicable laws, a…
- § 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…
ARTICLE 6. Bylaws §§ 12330–12333 · 4 sections
- § 12330 (a) Except as provided in subdivision (c) and Sections 12331, 12360, 12364, 12462, and 12484, bylaws may be adopted, amended, or repealed by the board unless…
- § 12331 (a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the…
- § 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…
- § 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…
ARTICLE 7. Location and Inspection of Articles and Bylaws § 12340 · 1 section
- § 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…
CHAPTER 2. Directors and Management §§ 12350–12377 · 19 sections
ARTICLE 1. General Provisions §§ 12350–12355 · 6 sections
- § 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…
- § 12351 (a) Unless otherwise provided in the articles or in the bylaws: (1) Meetings of the board may be called by the chair of the board or the president or any vice…
- § 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…
- § 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…
- § 12354 Subject to the provisions of subdivision (a) of Section 12321, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in…
- § 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…
ARTICLE 2. Selection, Removal and Resignation of Directors §§ 12360–12364 · 5 sections
- § 12360 (a) Except as provided in subdivision (d), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws. In the…
- § 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…
- § 12362 (a) Subject to subdivisions (b), (c) and (g), any or all directors may be removed without cause if one of the following applies: (1) In a corporation with…
- § 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…
- § 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…
ARTICLE 3. Standards of Conduct §§ 12370–12377 · 8 sections
- § 12370 Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation.
- § 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…
- § 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…
- § 12373 (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation,…
- § 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,…
- § 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…
- § 12376 (a) Subject to the provisions of Section 12371, directors of a corporation who approve any of the following corporate actions are jointly and severally liable…
- § 12377 (a) For the purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was…
CHAPTER 3. Members §§ 12400–12446 · 20 sections
ARTICLE 1. Issuance of Memberships §§ 12400–12405 · 7 sections
- § 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.
- § 12401 (a) A corporation may issue, but is not required to issue, membership certificates. In the event that membership certificates are issued, the certificates…
- § 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…
- § 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…
- § 12404 Except as permitted in Sections 12314 and 12404.5, the voting power of members having voting rights shall be equal.
- § 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…
- § 12405 There shall be no voting by proxy.
ARTICLE 2. Transfer of Memberships § 12410 · 1 section
- § 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…
ARTICLE 3. Types of Memberships §§ 12420–12422 · 3 sections
- § 12420 (a) Except as provided in subdivision (b), a corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions,…
- § 12421 Except as provided in the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
- § 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…
ARTICLE 4. Termination of Memberships §§ 12430–12431 · 2 sections
- § 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)…
- § 12431 (a) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the…
ARTICLE 5. Rights and Obligations of Members and Creditors §§ 12440–12446 · 7 sections
- § 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…
- § 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…
- § 12442 A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity…
- § 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…
- § 12444 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,…
- § 12445 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…
- § 12446 (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…
CHAPTER 4. Distributions §§ 12450–12455 · 7 sections
ARTICLE 1. Limitations §§ 12450–12454.5 · 6 sections
- § 12450 This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 12620), 16 (commencing…
- § 12451 Distributions (Section 12235) in any fiscal year shall not exceed 15 percent, multiplied by contributions (whether by membership fees, capital credits, or…
- § 12452 A corporation may, subject to meeting the requirements of Section 12453 and any additional restrictions authorized by Section 12454, purchase or redeem…
- § 12453 Neither a corporation nor any of its subsidiaries shall purchase or redeem memberships, or make a patronage distribution to members out of earnings of the…
- § 12454 Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership, upon distributions, or upon patronage distributions,…
- § 12454.5 (a) A worker cooperative may create an indivisible reserves account that shall not be distributed to members. (b) Funds in the indivisible reserves account…
ARTICLE 2. Liability of Members § 12455 · 1 section
- § 12455 (a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership,…
CHAPTER 5. Meetings and Voting §§ 12460–12477 · 14 sections
ARTICLE 1. General Provisions §§ 12460–12466 · 8 sections
- § 12460 (a) Meetings of members may be held at a place within or without this state that is stated in or fixed in accordance with the bylaws. If no other place is so…
- § 12460.5 Notwithstanding Section 12460, a collective board worker cooperative shall not be required to hold an annual meeting of members.
- § 12461 (a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than…
- § 12462 (a) The lesser of 250 members or members representing 5 percent of the voting power, shall constitute a quorum at a meeting of members, but, subject to…
- § 12463 (a) Subject to subdivision (e), and unless prohibited in the articles or bylaws any action which may be taken at any regular or special meeting of members may…
- § 12464 (a) Any form of written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on the form of written…
- § 12465 (a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or directors, or…
- § 12466 (a) If the name signed on a ballot, consent or waiver corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the…
ARTICLE 2. Additional Provisions Relating to Election of Directors §§ 12470–12477 · 6 sections
- § 12470 As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations…
- § 12473 Where a corporation distributes any material soliciting a vote for any nominee for director in any publication owned or controlled by the corporation, it shall…
- § 12474 Upon written request by any nominee for election to the board and the payment of the reasonable costs of mailing (including postage), a corporation shall…
- § 12475 (a) Except as provided in subdivision (c), no corporation may decline to publish or mail material, otherwise required to be published or mailed on behalf of…
- § 12476 Without authorization of the board, no corporation funds may be expended to support a nominee for director after there are more people nominated for director…
- § 12477 An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,…
CHAPTER 6. Voting of Memberships §§ 12480–12485 · 6 sections
- § 12480 Except as provided in Sections 12314 and 12484, each member entitled to vote shall be entitled to one vote on each matter submitted to a vote of the members.…
- § 12481 (a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for the purpose of determining the…
- § 12482 Unless otherwise provided in the articles or bylaws, if a membership stands of record in the names of two or more persons, whether fiduciaries, members of a…
- § 12483 (a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of…
- § 12484 (a) Except in the case of a central organization, cumulative voting shall not be permitted. In the case of a central organization, if the articles or bylaws…
- § 12485 (a) Upon the filing of an action therefor by any director or member or by any person who had the right to vote in the election at issue, the superior court of…
CHAPTER 7. Members’ Derivative Actions § 12490 · 1 section
- § 12490 (a) Subdivisions (c) through (f) notwithstanding, no motion to require security shall be granted in an action brought by the lesser of 100 members or 5 percent…
CHAPTER 8. Amendment of Articles §§ 12500–12510 · 11 sections
- § 12500 (a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects as may be desired, so…
- § 12501 Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators so long as: (a) No directors were named in the original…
- § 12502 (a) Except as provided in this section or Section 12503, amendments may be adopted if approved by the board and approved by the members before or after the…
- § 12503 (a) An amendment shall also be approved by the members (Section 12224) of a class, whether or not the class is entitled to vote thereon by the provisions of…
- § 12504 (a) A corporation may amend its articles to change its status to that of a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, a…
- § 12505 (a) Upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officers’ certificate stating: (1) The…
- § 12506 In the case of amendments adopted by the incorporators under Section 12501, the corporation shall file a certificate of amendment signed and verified by a…
- § 12507 The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating that the…
- § 12508 Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or…
- § 12509 A corporation formed for a limited period may at any time subject to the expiration of the term of its corporate existence, extend the term of its existence by…
- § 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…
CHAPTER 9. Sales of Assets §§ 12520–12522 · 3 sections
- § 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…
- § 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)…
- § 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…
CHAPTER 10. Mergers §§ 12530–12552 · 17 sections
ARTICLE 1. Merger §§ 12530–12540.1 · 13 sections
- § 12530 Except as provided in Section 12530.5, any corporation may merge with another domestic corporation, foreign corporation, or other business entity. However, a…
- § 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…
- § 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…
- § 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…
- § 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…
- § 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…
- § 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…
- § 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…
- § 12537 The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations,…
- § 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…
- § 12539 (a) Subject to the provisions of Section 12530, the merger of any number of corporations with any number of foreign corporations, foreign business…
- § 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,…
- § 12540.1 (a) Any one or more corporations may merge with one or more other business entities (Section 12242.5). Subject to the provisions of Section 12530, one or more…
ARTICLE 2. Effect of Merger §§ 12550–12552 · 4 sections
- § 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…
- § 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…
- § 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…
- § 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…
CHAPTER 11. Bankruptcy Reorganizations and Arrangements § 12560 · 1 section
- § 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…
CHAPTER 12. Required Filings by Corporation or Its Agent §§ 12570–12576 · 6 sections
- § 12570 (a) Every corporation shall, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period in each year,…
- § 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…
- § 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…
- § 12574 Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available…
- § 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…
- § 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…
CHAPTER 13. Records, Reports and Rights of Inspection §§ 12580–12608 · 18 sections
ARTICLE 1. General Provisions §§ 12580–12583 · 4 sections
- § 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…
- § 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.
- § 12582 Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
- § 12583 The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
ARTICLE 2. Required Records, Reports to Directors and Members §§ 12590–12594 · 5 sections
- § 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…
- § 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…
- § 12592 (a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any…
- § 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…
- § 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,…
ARTICLE 3. Rights of Inspection §§ 12600–12608 · 9 sections
- § 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…
- § 12601 (a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded by a member or members under Section 12600,…
- § 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,…
- § 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…
- § 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…
- § 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…
- § 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…
- § 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…
- § 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…
CHAPTER 14. Service of Process § 12610 · 1 section
- § 12610 Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
CHAPTER 15. Involuntary Dissolution §§ 12620–12629 · 10 sections
- § 12620 (a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in the superior court…
- § 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…
- § 12622 If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of subdivision (b) of…
- § 12623 If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe that unless a…
- § 12624 After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up and dissolution,…
- § 12625 (a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 12624. (b) When an involuntary…
- § 12626 When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims and…
- § 12627 (a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims and proofs…
- § 12628 (a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 12625 and the determination that the…
- § 12629 Whenever a corporation is dissolved or its existence forfeited by order, decree, or judgment of a court, a copy of the order, decree or judgment, certified by…
CHAPTER 16. Voluntary Dissolution §§ 12630–12638 · 9 sections
- § 12630 (a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 12223) or (2) by approval of the board…
- § 12631 (a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed. (b) The certificate shall be an…
- § 12632 (a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant to paragraph (1) of…
- § 12633 (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 12630 by the members or by the board,…
- § 12634 If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation, or (b) a member…
- § 12635 (a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify a…
- § 12636 Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board…
- § 12637 (a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the corporation…
- § 12638 (a) A corporation in the process of winding up may dispose of the known claims against it by following the procedure described in this section. (b) The written…
CHAPTER 17. General Provisions Relating to Dissolution §§ 12650–12663 · 15 sections
- § 12650 The powers and duties of the directors (or other persons appointed by the court pursuant to Section 12625) and officers after commencement of a dissolution…
- § 12651 A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 12364.
- § 12652 When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or they fail or refuse to act or their…
- § 12653 (a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the…
- § 12654 The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been…
- § 12655 After complying with the provisions of Section 12653 assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which…
- § 12656 After complying with the provisions of Section 12653 and except as otherwise provided in Section 12655, assets held by a corporation shall be disposed of on…
- § 12656.5 (a) After complying with the provisions of Section 12653, and except as otherwise provided in Section 12655, upon dissolution of a worker cooperative the…
- § 12657 Distribution may be made either in money or in property or securities and either in installments from time to time or as a whole, if this can be done fairly…
- § 12658 (a) If a corporation in process of winding up has more than one class of memberships outstanding, a plan of distribution of the memberships, obligations, or…
- § 12659 (a) If any members, creditors, or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or their whereabouts…
- § 12660 (a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without prior payment…
- § 12661 (a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against…
- § 12662 (a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of…
- § 12663 Without the approval of 100 percent of the members, any contrary provision in this part or the articles or bylaws notwithstanding, so long as there is any lot,…
CHAPTER 18. Crimes and Penalties §§ 12670–12679 · 10 sections
- § 12670 (a) Upon the failure of a corporation to file the statement required by Section 12570, the Secretary of State shall provide a notice of that delinquency to the…
- § 12671 Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents to the issuance of memberships or membership certificates…
- § 12672 Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with dishonest or fraudulent…
- § 12673 (a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either generally…
- § 12674 (a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in…
- § 12675 Every director, officer or agent of any corporation, or any person proposing to organize such a corporation who knowingly exhibits any false, forged, or…
- § 12676 Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular or other…
- § 12677 Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
- § 12678 Any person may be enjoined from violating the provisions of Section 12311. Any corporation may be enjoined from carrying on business outside of the purpose for…
- § 12679 Any person violating Section 12311, and any corporation carrying on business outside the purpose for which it was formed, is guilty of a misdemeanor punishable…
CHAPTER 19. Foreign Corporations § 12680 · 1 section
- § 12680 Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters…
CHAPTER 20. Transition Provisions §§ 12690–12704 · 14 sections
- § 12690 As used in Sections 12690 to 12704, inclusive, of this part: (a) “New law” means Part 2 (commencing with Section 12200) of Division 3 of Title 1 of the…
- § 12691 (a) The new law shall apply to all corporations which are incorporated on or after January 1, 1984, under Part 2 (commencing with Section 12200) of this…
- § 12692 (a) The provisions of Sections 12310 and 12313 of the new law relating to the contents of articles of incorporation do not apply to subject corporations unless…
- § 12693 Section 12320 of the new law shall apply to subject corporations, but any statement in the articles of these corporations prior to an amendment thereof…
- § 12694 Subdivision (a) of Section 12353 of the new law shall apply to subject corporations, but the treasurer of these corporations shall be deemed to be the chief…
- § 12695 Section 12377 governs any proposed indemnification by a subject corporation after January 1, 1984, whether the events upon which the indemnification is based…
- § 12696 (a) The provisions of Chapter 5 (commencing with Section 12460) and Chapter 6 (commencing with Section 12480) of the new law shall apply to any meeting of…
- § 12697 Section 12490 of the new law shall apply to actions commenced on or after January 1, 1984, with respect to a subject corporation. The prior law shall govern…
- § 12698 Chapter 9 (commencing with Section 12520) and Chapter 10 (commencing with Section 12530) of the new law shall apply to transactions consummated by a subject…
- § 12699 Chapter 15 (commencing with Section 12620) and Chapter 17 (commencing with Section 12650) of the new law shall apply to acts for involuntary dissolution of a…
- § 12700 Chapter 16 (commencing with Section 12630) and Chapter 17 (commencing with Section 12650) of the new law shall apply to any voluntary dissolution proceeding…
- § 12701 When any corporate agent has been designated for service of process prior to January 1, 1984, and such designation of an agent included a name of a city, town,…
- § 12702 Any subject corporation that existed on the first day of January 1873, was formed under the laws of this state, and which has not already elected to continue…
- § 12704 If the corporate rights, privileges, and powers of a subject corporation have been suspended and are still suspended immediately prior to January 1, 1984…
PART 3. FISH MARKETING §§ 13200–13356 · 67 sections
CHAPTER 1. General Provisions and Definitions §§ 13200–13208 · 9 sections
- § 13200 This part shall be known as “the Fish Marketing Act.”
- § 13201 This part is enacted in order to promote, foster, and encourage the intelligent and orderly marketing of fish and fishery products through cooperation; to…
- § 13202 As used in this part: (a) “Fishery products” includes fish, crustaceans, mollusks, and marine products for human consumption. (b) “Member” includes members of…
- § 13203 Associations shall be deemed “nonprofit,” inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only…
- § 13204 The provisions of the General Corporation Law and all powers and rights thereunder, apply to associations, except where such provisions are in conflict with or…
- § 13205 No association is subject in any manner to the terms of the Corporate Securities Law and all associations may issue their membership certificates or stock or…
- § 13206 An association shall be deemed not to be a conspiracy nor a combination in restraint of trade nor an illegal monopoly; nor an attempt to lessen competition or…
- § 13207 Any provisions of law which are in conflict with this part shall not be construed as applying to associations. Any exemptions under any laws applying to…
- § 13208 Any two or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be…
CHAPTER 2. Formation, Articles, and By-laws §§ 13220–13251 · 19 sections
ARTICLE 1. Formation § 13220 · 1 section
- § 13220 Five or more persons, a majority of whom are residents of this State, engaged in the production of fishery products, may form an association, with or without…
ARTICLE 2. Articles of Incorporation §§ 13225–13230 · 6 sections
- § 13225 Articles of incorporation shall be signed, acknowledged, and filed in the manner prescribed by the General Corporation Law for domestic corporations.
- § 13226 The articles of incorporation shall state: (a) The name of the association. (b) The purposes for which it is formed. (c) The county where the principal office…
- § 13227 If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares are to have a par…
- § 13228 If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of shares of each kind or…
- § 13229 If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each member…
- § 13230 The articles of incorporation of any association may be altered or amended in the manner and for the purposes prescribed by the General Corporation Law for…
ARTICLE 3. By-laws §§ 13240–13251 · 12 sections
- § 13240 Each association shall within 30 days after its incorporation, adopt for its government and management, a code of by-laws, not inconsistent with this part. A…
- § 13241 The by-laws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the production of the…
- § 13242 The by-laws may provide: (a) The number of members constituting a quorum. (b) The right of members to vote by proxy or by mail or both, and the conditions,…
- § 13243 The by-laws may provide: (a) The amount of entrance, organization and membership fees, if any; the manner and method of collection of the same; and the…
- § 13244 The by-laws may provide: (a) The number and qualification of members of the association and the conditions precedent to membership or ownership of common…
- § 13245 The by-laws may provide for the time, place, and manner of calling and conducting meetings of the association.
- § 13246 The by-laws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the…
- § 13247 The by-laws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by…
- § 13248 The by-laws may provide that primary elections shall be held to nominate directors. Where the by-laws provide that the territory in which the association has…
- § 13249 The by-laws may provide that one or more directors may be nominated by any public official or commission or by the other directors selected by the members.…
- § 13250 The by-laws may provide that directors shall be elected for terms of from one to five years; provided, that at each annual election the same fraction of the…
- § 13251 The by-laws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the…
CHAPTER 3. Officers §§ 13275–13293 · 9 sections
ARTICLE 1. Generally §§ 13275–13279 · 5 sections
- § 13275 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.
- § 13276 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…
- § 13277 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…
- § 13278 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…
- § 13279 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…
ARTICLE 2. Removal of Officers §§ 13290–13293 · 4 sections
- § 13290 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…
- § 13291 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…
- § 13292 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…
- § 13293 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…
CHAPTER 4. Members §§ 13300–13304 · 5 sections
- § 13300 (a) Under the terms and conditions prescribed in the by-laws, an association may admit as members, or issue common stock to, only such persons as are engaged…
- § 13301 When a member of an association established without shares of stock has paid his membership fee in full, he shall receive a certificate of membership.
- § 13302 No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the…
- § 13303 Meetings of members shall be held at the place as provided in the by-laws; and if no provision is made, in the city where the principal place of business is…
- § 13304 In case of the expulsion of a member, and where the by-laws do not provide any procedure or penalty, the board of directors shall equitably and conclusively…
CHAPTER 5. Stock §§ 13310–13316 · 7 sections
- § 13310 No association shall 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…
- § 13311 One class of stock shall always be known as common stock and voting power may be restricted to holders of common stock.
- § 13312 There shall be printed upon each common stock certificate a statement that the transfer thereof to any person not engaged in the production of the products…
- § 13313 Except as to the matters and things stated in the articles of incorporation no distinction shall exist between classes of stock or the holders thereof.
- § 13314 If an association issues nonpar value stock the issuance of such stock shall be governed by the terms of the General Corporation Law covering the issuance of…
- § 13315 An association may, at any time, as specified in the by-laws, except when the debts of the association exceed 50 percent of its assets, buy in or purchase its…
- § 13316 Whenever an association, organized with preferred shares of stock, purchases the stock or any property, or any interest in any property of any person, it may…
CHAPTER 6. Powers §§ 13325–13335 · 11 sections
- § 13325 An association may: Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning,…
- § 13326 An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.
- § 13327 An association may act as the agent or representative of any member or members in any of the two next preceding sections.
- § 13328 An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the by-laws.
- § 13329 An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in, sell, transfer, pledge, or guarantee the payment of…
- § 13330 An association may buy, hold and exercise all privileges or ownership, over such real or personal property as may be necessary or convenient for the conduct…
- § 13331 An association may levy assessments in the manner and in the amount provided in its by-laws.
- § 13332 An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more…
- § 13333 An association may use or employ any of its facilities for any purpose; provided, the proceeds arising from such use and employment go to reduce the cost of…
- § 13334 An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or…
- § 13335 Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and…
CHAPTER 7. Marketing Contracts §§ 13350–13356 · 7 sections
- § 13350 An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 15 years, all or any…
- § 13351 If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for…
- § 13352 The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and pay…
- § 13353 The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by him of any provision of the…
- § 13354 In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction to prevent the…
- § 13355 In any action upon such marketing agreements, it shall be conclusively presumed that a landlord or lessor is able to control the delivery of fishery products…
- § 13356 A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member, may be…
PART 4. PROFESSIONAL CORPORATIONS §§ 13400–13410 · 15 sections
- § 13400 This part shall be known and may be cited as the “Moscone-Knox Professional Corporation Act.”
- § 13401 As used in this part: (a) “Professional services” means any type of professional services that may be lawfully rendered only pursuant to a license,…
- § 13401.3 As used in this part, “professional services” also means any type of professional services that may be lawfully rendered only pursuant to a license,…
- § 13401.5 Notwithstanding subdivision (d) of Section 13401 and any other provision of law, the following licensed persons may be shareholders, officers, directors, or…
- § 13402 (a) This part shall not apply to any corporation now in existence or hereafter organized which may lawfully render professional services other than pursuant to…
- § 13403 The provisions of the General Corporation Law shall apply to professional corporations, except where such provisions are in conflict with or inconsistent with…
- § 13404 A corporation may be formed under the General Corporation Law or pursuant to subdivision (b) of Section 13406 for the purposes of qualifying as a professional…
- § 13404.5 (a) A foreign professional corporation may qualify as a foreign corporation to transact intrastate business in this state in accordance with Chapter 21…
- § 13405 (a) Subject to the provisions of Section 13404, a professional corporation may lawfully render professional services in this state, but only through employees…
- § 13406 (a) Subject to the provisions of subdivision (b), shares of capital stock in a professional corporation may be issued only to a licensed person or to a person…
- § 13407 Shares in a professional corporation or a foreign professional corporation qualified to render professional services in this state may be transferred only to a…
- § 13408 The following shall be grounds for the suspension or revocation of the certificate of registration of a professional corporation or a foreign professional…
- § 13408.5 A professional corporation shall not be formed so as to cause any violation of law, or any applicable rules and regulations, relating to fee splitting,…
- § 13409 (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is…
- § 13410 (a) A professional corporation or a foreign professional corporation qualified to render professional services in this state shall be subject to the applicable…
PART 5. SMALL BUSINESSES §§ 14000–14024 · 25 sections
CHAPTER 1. California Small Business Financial Development Corporations §§ 14000–14024 · 25 sections
ARTICLE 1. Introduction §§ 14000–14002 · 3 sections
- § 14000 This chapter shall be known and may be cited as the California Small Business Financial Development Corporation Law.
- § 14001 (a) It is the intent of the Legislature in enacting this chapter to promote the economic development of small businesses through the California Small Business…
- § 14002 If any provision of this chapter or the application thereof to any person or circumstances is held invalid, this invalidity shall not affect other provisions…
ARTICLE 2. Definitions § 14003 · 1 section
- § 14003 Unless the context otherwise requires, the definitions in this section shall govern the construction of this chapter. (a) “Bank” means the California…
ARTICLE 3. Program Manager §§ 14004–14004.2 · 3 sections
- § 14004 (a) The program manager shall do all of the following: (1) Administer this chapter. (2) Make recommendations to the executive director and the bank board on…
- § 14004.1 (a) The California Small Business Board is hereby continued and created as an advisory board to the California Infrastructure and Economic Development Bank…
- § 14004.2 The bank board shall approve new corporations recommended by the program manager, based on an examination of each of the following: (a) Review of the articles…
ARTICLE 4. New Corporations §§ 14005–14012 · 6 sections
- § 14005 Upon approval by the bank board to become a corporation, an entity shall adopt or amend its articles of incorporation to comply with the following: (a) The…
- § 14006 If the bank board concurs with the findings of the program manager pursuant to Section 14004, the bank board shall direct the program manager to approve the…
- § 14007 (a) The corporation’s existence as a small business financial development corporation begins upon the filing of the articles with the Secretary of State and…
- § 14009 (a) Each corporation shall have provisions establishing a grievance procedure for employees, clients, or potential clients, to appeal a decision or obtain…
- § 14011 The Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110) of Division 2 of this title) applies to corporations formed under this…
- § 14012 For six months following the establishment of a corporation, commencing upon filing of the articles of incorporation with the Secretary of State, a corporation…
ARTICLE 5. Corporation Board §§ 14013–14017 · 5 sections
- § 14013 The corporate powers of a corporation shall be exercised by its board of directors.
- § 14014 The bank shall enter into a contract with each corporation that shall require that: (a) A person may not serve on a corporation’s board of directors who is not…
- § 14015 If any director ceases to meet the qualifications established in Section 14014, he or she shall immediately vacate his or her position as a director and the…
- § 14016 If any vacancy occurs in the elective membership of the board of directors through death, resignation, or otherwise, the remaining directors shall elect a…
- § 14017 The bank board shall direct the program manager to establish new small business financial development corporations pursuant to the directives and requirements.…
ARTICLE 6. Corporations, Miscellaneous §§ 14018–14021 · 4 sections
- § 14018 Every corporation shall provide for, and maintain a central staff to perform, all administrative requirements of the corporation, including all those functions…
- § 14019 Reasonable costs incurred by a corporation in the creation and maintenance of a central staff shall be paid to the corporation from state funds, including a…
- § 14020 A corporation shall report to the program manager, or his or her designated representative, all statistical and other reports required by this chapter and…
- § 14021 A corporation shall make a report to the program manager, as required by Chapter 6 (commencing with Section 63088) of Division 1 of Title 6.7 of the Government…
ARTICLE 7. Conflict of Interest §§ 14022–14024 · 3 sections
- § 14022 It shall be unlawful for a member of the bank board or for the executive director, program manager, or any person who is an officer, director, contractor, or…
- § 14023 It shall be unlawful for a member of the bank board or for the executive director, program manager, or any person who is an officer or director of a…
- § 14024 Violation of any provision of this article shall constitute a felony.
PART 6. EMPLOYEE-OWNED BUSINESSES § 14200 · 1 section
- § 14200 The Legislature finds and declares that the formation of employee-owned businesses and the participation of employees in the management of businesses in this…
PART 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS §§ 14300–14318 · 21 sections
CHAPTER 1. Water Companies §§ 14300–14307 · 12 sections
- § 14300 (a) Any corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes may provide, and…
- § 14300.5 For purposes of this chapter, “public water system” shall have the same meaning as provided in Section 116275 of the Health and Safety Code.
- § 14301 A corporation, including a nonprofit corporation organized for or engaged in the business of developing, distributing, supplying, or delivering water for…
- § 14301.1 (a) No later than December 31, 2012, each mutual water company that operates a public water system shall submit to the local agency formation commission for…
- § 14301.2 Each board member of a mutual water company that operates a public water system shall comply with the training requirements set out in subdivision (a) of…
- § 14301.3 (a) All construction on public water systems operated by a mutual water company shall be designed and constructed to comply with the applicable California…
- § 14302 Whenever the owner of real property to which water stock by the terms of the certificate thereof is appurtenant at the time of conveyance, by properly executed…
- § 14303 A corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes or domestic use, and…
- § 14304 If a shareholder of a mutual water company has not timely paid any rate, charge, or assessment arising from, or related to, water service provided by the…
- § 14305 (a) (1) This section shall be known and may be cited as the Mutual Water Company Open Meeting Act. (2) This section shall only apply to a mutual water company…
- § 14306 (a) The board of a mutual water company that operates a public water system shall adopt, in an open meeting, an annual budget on or before the start of each…
- § 14307 (a) (1) Unless its governing documents impose more stringent standards, a mutual water company that operates a public water system shall make the following…
CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands §§ 14310–14318 · 9 sections
- § 14310 (a) It is the intent of the Legislature to ensure both of the following: (1) That when a mutual water company is formed or is about to be formed in connection…
- § 14311 A mutual water company formed on or after January 1, 1998, in connection with the offering for sale or lease, or with the sale or lease, of lots within a…
- § 14312 (a) Any person who intends to offer for sale or lease lots within a subdivision within this state and to provide water for domestic use to purchasers of the…
- § 14313 The engineer’s report prepared pursuant to the document under Section 14312 shall contain all relevant information pertaining to the proposed water supply,…
- § 14314 The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use pursuant to…
- § 14315 (a) The mutual water company described in Section 14311 shall provide at least a minimum level of water service to its customers for fire protection purposes…
- § 14316 The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use shall be…
- § 14317 The fire protection system of a mutual water company shall be constructed to conform with currently accepted engineering practices, and shall comply with the…
- § 14318 The mutual water company shall be financially responsible for the maintenance, repair, or replacement of fire hydrants. A mutual water company shall perform…
PART 9. CABLE TELEVISION CORPORATIONS § 14400 · 1 section
- § 14400 Any person who willfully and maliciously does any injury to any property of a cable television corporation is liable to the corporation for three times the…
PART 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS §§ 14500–14505 · 6 sections
- § 14500 This title extends to all corporations heretofore formed and existing for the prevention of cruelty to animals, but does not extend or apply to any…
- § 14501 Every society incorporated and organized for the prevention of cruelty to animals may enter into a contract with any city, city and county, or county, where…
- § 14502 (a) (1) (A) (i) On and after July 1, 1996, no entity, other than a humane society or society for the prevention of cruelty to animals, shall be eligible to…
- § 14503 The governing body of a local agency, by ordinance, may authorize employees of public animal shelters, societies for the prevention of cruelty to animals, and…
- § 14504 All humane societies and societies for the prevention of cruelty to animals, and all humane officers, shall be in full compliance with Section 14502 on or…
- § 14505 Any law enforcement agency that is requested to provide summary criminal history information pursuant to Section 13300 of the Penal Code may charge the humane…
PART 12. NONPROFIT COOPERATIVE AGRICULTURAL MARKETING ASSOCIATIONS §§ 14550–14551 · 2 sections
- § 14550 In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation; to eliminate speculation and…
- § 14551 It is here recognized that agriculture is characterized by individual production in contrast to the group or factory system that characterizes other forms of…
PART 13. BENEFIT CORPORATIONS §§ 14600–14631 · 12 sections
CHAPTER 1. Preliminary Provisions §§ 14600–14604 · 5 sections
- § 14600 (a) This part shall be applicable to all benefit corporations. (b) The existence of a provision of this part shall not of itself create any implication that a…
- § 14601 As used in this part: (a) “Benefit corporation” means a corporation organized under the General Corporation Law that has elected to become subject to this part…
- § 14602 A benefit corporation shall be formed in accordance with Chapter 2 (commencing with Section 200) of Division 1 except that the articles shall also state that…
- § 14603 (a) A corporation may become a benefit corporation under this part by amending the corporation’s articles so that the articles contain a statement that the…
- § 14604 (a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this part by amending the corporation’s articles to…
CHAPTER 2. Corporate Purposes § 14610 · 1 section
- § 14610 (a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the…
CHAPTER 3. Accountability §§ 14620–14623 · 4 sections
- § 14620 (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…
- § 14621 (a) The board of directors of a benefit corporation shall prepare for inclusion in the annual benefit report to shareholders required by Section 14630, a…
- § 14622 (a) Each officer of a benefit corporation shall consider the interests and factors described in Section 14620 in the manner provided in that section when…
- § 14623 (a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in a benefit…
CHAPTER 4. Transparency §§ 14630–14631 · 2 sections
- § 14630 (a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following: (1) A narrative description of all of the…
- § 14631 All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law…
PART 14. Retail Grocery Firms and Retail Drug Firms §§ 14700–14707 · 7 sections
- § 14700 (a) No person shall acquire, directly or indirectly, any voting securities or assets of a retail grocery firm or retail drug firm unless both parties give, or…
- § 14701 (a) The written notice shall be filed with the Attorney General no less than 180 days before the acquisition is made effective. The notice shall be made under…
- § 14702 (a) The Attorney General may adopt regulations to effectuate this part that are necessary or appropriate for the protection of workers, consumers, and the…
- § 14703 If the Attorney General determines that they cannot complete an evaluation of the competitive effects of the acquisition before the parties intend to…
- § 14704 (a) For acquisitions to which Section 18a of Title 15 of the United States Code applies, the Attorney General shall consider the extent to which information…
- § 14706 Nothing in this section or any other law shall preclude the Attorney General or any person from bringing an action pursuant to this article or any other law to…
- § 14707 (a) The failure to provide written notice, amendment to written notice, or other material required to be provided pursuant to this part shall be a violation of…