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Corporations Code - CORP - CORP § 12377
Corporations Code - CORP - CORP § 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 serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporatio
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Corporations Code - CORP - CORP § 12400
Corporations Code - CORP - CORP § 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.
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Corporations Code - CORP - CORP § 12401
Corporations Code - CORP - CORP § 12401
(a) A corporation may issue, but is not required to issue, membership certificates. In the event that membership certificates are issued, the certificates shall state the information required to be contained in the disclosure document described in subdivision (b). Nothing in this
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Corporations Code - CORP - CORP § 12402
Corporations Code - CORP - CORP § 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 destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate or the owner’s legal represent
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Corporations Code - CORP - CORP § 12403
Corporations Code - CORP - CORP § 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 subsidiary to membership.
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Corporations Code - CORP - CORP § 12404
Corporations Code - CORP - CORP § 12404
Except as permitted in Sections 12314 and 12404.5, the voting power of members having voting rights shall be equal.
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Corporations Code - CORP - CORP § 12404.5
Corporations Code - CORP - CORP § 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 power only as provided in subdivision (c) of Section 12253.
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Corporations Code - CORP - CORP § 12405
Corporations Code - CORP - CORP § 12405
There shall be no voting by proxy.
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Corporations Code - CORP - CORP § 12410
Corporations Code - CORP - CORP § 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 of subdivision (b), Section 12422, and Section 12445, all rights as a member of the corporation cease upon the member’s d
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Corporations Code - CORP - CORP § 12420
Corporations Code - CORP - CORP § 12420
(a) Except as provided in subdivision (b), a corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as provided in its articles or bylaws. If the articles or bylaws authorize at least one class of voting memberships, a cor
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Corporations Code - CORP - CORP § 12421
Corporations Code - CORP - CORP § 12421
Except as provided in the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
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Corporations Code - CORP - CORP § 12422
Corporations Code - CORP - CORP § 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 classes or series of memberships which are redeemable, in whole or in part, for such consideration within such time or u
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Corporations Code - CORP - CORP § 12430
Corporations Code - CORP - CORP § 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) This section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually
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Corporations Code - CORP - CORP § 12431
Corporations Code - CORP - CORP § 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 requirements of this section. An expulsion, termination, or suspension not in accord with this section shall be void and with
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Corporations Code - CORP - CORP § 12440
Corporations Code - CORP - CORP § 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 obligation arising from membership unless the person was admitted to membership upon the person’s application or with th
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Corporations Code - CORP - CORP § 12441
Corporations Code - CORP - CORP § 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 for them by promptly resigning from membership, except where the member is liable for them by contract, as a condition to
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Corporations Code - CORP - CORP § 12442
Corporations Code - CORP - CORP § 12442
A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any unpaid balance of the purchase price of the membership, or for any amount owing to the
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Corporations Code - CORP - CORP § 12443
Corporations Code - CORP - CORP § 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 on such member’s membership or otherwise due to the corporation unless final judgment has been rendered in favor of the cr
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Corporations Code - CORP - CORP § 12444
Corporations Code - CORP - CORP § 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, director, officer or the corporation because of participation in any fraud or illegality practiced upon such creditor or member b
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Corporations Code - CORP - CORP § 12445
Corporations Code - CORP - CORP § 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 repayable, the time and manner for its repayment; and (b) The manner of determining the value, if any, of the member’s in
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Corporations Code - CORP - CORP § 12446
Corporations Code - CORP - CORP § 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 proprietary interest in a consumer cooperative corporation. Any proprietary interest that would otherwise escheat to the state purs
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Corporations Code - CORP - CORP § 12450
Corporations Code - CORP - CORP § 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 with Section 12630), and 17 (commencing with Section 12650).
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Corporations Code - CORP - CORP § 12451
Corporations Code - CORP - CORP § 12451
Distributions (Section 12235) in any fiscal year shall not exceed 15 percent, multiplied by contributions (whether by membership fees, capital credits, or otherwise) to capital.
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Corporations Code - CORP - CORP § 12452
Corporations Code - CORP - CORP § 12452
A corporation may, subject to meeting the requirements of Section 12453 and any additional restrictions authorized by Section 12454, purchase or redeem memberships.
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Corporations Code - CORP - CORP § 12453
Corporations Code - CORP - CORP § 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 corporation on nonmember patronage, or make a distribution, if the corporation or the subsidiary purchasing or redeeming memb