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Corporations Code - CORP - CORP § 12454
Corporations Code - CORP - CORP § 12454
Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership, upon distributions, or upon patronage distributions, by provision in a corporation’s articles or bylaws or agreement entered into by the corporation.
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Corporations Code - CORP - CORP § 12454.5
Corporations Code - CORP - CORP § 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 shall only derive from non-patronage-sourced income, in a manner provided in the articles or bylaws, or by the board, and sh
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Corporations Code - CORP - CORP § 12455
Corporations Code - CORP - CORP § 12455
(a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by this chapter is liable to the corporation for the amount so received by the person with interest thereon at th
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Corporations Code - CORP - CORP § 12460
Corporations Code - CORP - CORP § 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 stated or fixed, meetings of members shall be held at the principal office of the corporation. Subject to any limitations
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Corporations Code - CORP - CORP § 12460.5
Corporations Code - CORP - CORP § 12460.5
Notwithstanding Section 12460, a collective board worker cooperative shall not be required to hold an annual meeting of members.
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Corporations Code - CORP - CORP § 12461
Corporations Code - CORP - CORP § 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 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vo
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Corporations Code - CORP - CORP § 12462
Corporations Code - CORP - CORP § 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 subdivisions (b) and (c), a bylaw may set a different quorum. Any bylaw amendment to increase the quorum may be adopted only by
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Corporations Code - CORP - CORP § 12463
Corporations Code - CORP - CORP § 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 be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter
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Corporations Code - CORP - CORP § 12464
Corporations Code - CORP - CORP § 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 ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the ti
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Corporations Code - CORP - CORP § 12465
Corporations Code - CORP - CORP § 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 otherwise obtain their consent, in the manner prescribed by its articles or bylaws, or this part, then the superior court of the
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Corporations Code - CORP - CORP § 12466
Corporations Code - CORP - CORP § 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 ballot, consent, or waiver and give it effect as the act of the member. (b) If the name signed on a ballot, consent, or wai
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Corporations Code - CORP - CORP § 12470
Corporations Code - CORP - CORP § 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 of the corporation.
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Corporations Code - CORP - CORP § 12473
Corporations Code - CORP - CORP § 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 make available to each other nominee, in the same material, an equal amount of space, with equal prominence, to be used
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Corporations Code - CORP - CORP § 12474
Corporations Code - CORP - CORP § 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 within 10 business days after such request (provided payment has been made) mail to all members, or such portion of them as th
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Corporations Code - CORP - CORP § 12475
Corporations Code - CORP - CORP § 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 any nominee under this article, on the basis of the content of such material. (b) Neither the corporation, nor its agents,
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Corporations Code - CORP - CORP § 12476
Corporations Code - CORP - CORP § 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 than can be elected.
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Corporations Code - CORP - CORP § 12477
Corporations Code - CORP - CORP § 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, appointment or removal. If no such action is commenced, in the absence of fraud, any election, appointment or removal of
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Corporations Code - CORP - CORP § 12480
Corporations Code - CORP - CORP § 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. Single memberships in which two or more persons have an indivisible interest shall be voted as provided in Section 12482.
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Corporations Code - CORP - CORP § 12481
Corporations Code - CORP - CORP § 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 members entitled to notice of any meeting of members. Such record date shall not be more than 60 nor less than 10 days befo
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Corporations Code - CORP - CORP § 12482
Corporations Code - CORP - CORP § 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 partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, persons entitled to
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Corporations Code - CORP - CORP § 12483
Corporations Code - CORP - CORP § 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 election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairperson of any meeting
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Corporations Code - CORP - CORP § 12484
Corporations Code - CORP - CORP § 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 authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate suc
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Corporations Code - CORP - CORP § 12485
Corporations Code - CORP - CORP § 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 the proper county shall determine the validity of any election or appointment of any director of any corporation. (b) Upo
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Corporations Code - CORP - CORP § 12490
Corporations Code - CORP - CORP § 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 of the members. (b) No action may be instituted or maintained in the right of any corporation by any member of such corp
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Corporations Code - CORP - CORP § 12500
Corporations Code - CORP - CORP § 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 long as its articles as amended contain only such provisions as it would be lawful to insert in original articles filed