CHAPTER 3. Members [12400. - 12446.]

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

§§ 12400–12446 · 20 sections

1. 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.
2. 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…
3. 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…
4. 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…
5. 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…