CHAPTER 1. General Provisions, Organization and Bylaws [12200. - 12340.]

Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3.

§§ 12200–12340 · 83 sections

1. 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.
2. 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.
3. 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.…
4. 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…
5. 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…
6. 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…
7. 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…