ARTICLE 2. General Provisions and Definitions [12210. - 12256.]

Cal. Corporations Code - CORP 2.
in effect

Cal. Corporations Code - CORP § 12211. Section 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 of corporate property.

Cal. Corporations Code - CORP § 12212. Section 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 Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code.

Cal. Corporations Code - CORP § 12213. Section 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 contained therein, any defect in the execution thereof or any other error or defect contained therein, by filing a certificate of correction entitled “Certificate of Correction of ____ (insert here the title of the agreement, certificate or other instrument to be corrected and the name of the corporation or corporations).” However, no such certificate of correction shall alter the wording of any resolution which was in fact adopted by the board or the members or delegates or effect a corrected amendment of articles which amendment as so corrected would not in all respects have complied with the requirements of this part, at the time of filing of the agreement, certificate or other instrument being corrected. Such certificate of correction shall be signed and verified or acknowledged as provided in this part with respect to the agreement, certificate or other instrument being corrected. It shall set forth the following: (a) The name or names of the corporation or corporations. (b) The date the agreement, certificate or other instrument being corrected was filed. (c) The provision in the agreement, certificate or other instrument as corrected and, if the execution was defective, wherein it was defective. The filing of the certificate of correction shall not alter the effective time of the agreement, certificate or other instrument being corrected, which shall remain as its original effective time, and such filing shall not affect any right or liability accrued or incurred before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument.

Cal. Corporations Code - CORP § 12214. Section 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 of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date, other than instruments filed pursuant to Section 12220.5, or, unless in the judgment of the Secretary of State, the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of State’s office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases. (b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law, other than the application of Section 12302, upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission. (c) Any instrument filed with respect to a corporation, other than original articles or instruments filed pursuant to Section 12220.5, may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified. (d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of State’s records.

Cal. Corporations Code - CORP § 12214.5. Section 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 presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give written notice of the applicability of this section and the cancellation date which shall be not less than 20 days from the date of mailing the written notice as certified by the Secretary of State, to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent before the date of cancellation as stated in the written notice of cancellation, the cancellation shall thereupon be effective.

Cal. Corporations Code - CORP § 12214.6. Section 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 Section 12570 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 12670 for the same filing period of the prior year, shall be subject to suspension pursuant to this section rather than to a penalty under Section 12670. (b) When subdivision (a) is applicable, the Secretary of State shall mail a notice to the corporation informing the corporation that its corporate powers, rights, and privileges will be suspended 60 days from the date of the notice if the corporation does not file the statement required by Section 12570. (c) If the 60-day period expires without the delinquent corporation filing the required statement, the Secretary of State shall notify the Franchise Tax Board of the suspension, and mail a notice of the suspension to the corporation. Following completion of these notification requirements, except for the purpose of amending the articles of incorporation to set forth a new name or filing an application for exempt status, the corporate powers, rights, and privileges of the corporation are suspended. (d) A statement required by Section 12570 may be filed, notwithstanding suspension of the corporate powers, rights, and privileges under this section or under provisions of the Revenue and Taxation Code. Upon the filing of a statement under Section 12570, by a corporation that has been suspended pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the corporation may, in accordance with Section 23305a of the Revenue and Taxation Code, be relieved from suspension, unless the corporation is held in suspension by the Franchise Tax Board pursuant to Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code.

Cal. Corporations Code - CORP § 12215. Section 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 specified or permitted. Registered mail includes certified mail.

Cal. Corporations Code - CORP § 12216. Section 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 members mean, as to such matters, a majority or other proportion of the votes entitled to be cast. Whenever members are disqualified from voting on any matter, they shall not be counted for the determination of a quorum at any meeting to act upon, or the required vote to approve action upon, that matter under any other provision of this part or the articles or bylaws.

Cal. Corporations Code - CORP § 12217. Section 12217.

All references in this part to financial statements of a corporation mean statements prepared in conformity with generally accepted accounting principles or some other basis of accounting which reasonably sets forth the assets and liabilities and the income and expenses of the corporation and discloses the accounting basis used in their preparation.

Cal. Corporations Code - CORP § 12218. Section 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 accordance with generally accepted auditing standards and who is engaged to audit financial statements of the corporation or perform other accounting services.

Cal. Corporations Code - CORP § 12219. Section 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 the United States mails, postage prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient; or the time any oral notice is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

Cal. Corporations Code - CORP § 12220. Section 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 pursuant to this part when addressed and mailed postage prepaid by first or second class mail or delivered to the member, or in the case of members who are residents of the same household and who have the same address on the books of the corporation, when addressed and mailed postage prepaid by first or second class mail or delivered to one of such members, at the address appearing on the books of the corporation.

Cal. Corporations Code - CORP § 12220.5. Section 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 agreement to which the corporation is a party in effect at the time of the corporate action, may be ratified, or validated by the superior court, in accordance with the provisions of this section. (2) Except as otherwise determined by the superior court pursuant to subdivision (e), a ratification or validation of a corporate action in accordance with this section is conclusive in the absence of fraud. (3) This section does not limit the authority of the board, the members, or the corporation to effect any other lawful means of ratification or validation of a corporate action or correction of a record. (4) No corporate action may be ratified under subdivision (b) by a dissolved corporation or a foreign corporation, and no petition may be filed under subdivision (e) in respect of any corporate action of such a corporation. (5) This section shall not be used to ratify or validate any corporate action in respect of any of the following: (A) Noncompliance with subdivision (a) of Section 12371. (B) Noncompliance with subdivision (a) or (b) of Section 12373. (C) Noncompliance with Section 12375. (b) (1) A ratification of a corporate action pursuant to this section, other than a ratification relating to the election of the initial directors pursuant to paragraph (2) of this subdivision, shall be approved by the board and, as applicable, approved by the members in accordance with any provision set forth in this division or the articles, bylaws, or a plan or agreement to which the corporation is a party that is applicable to the type of corporate action proposed to be ratified and in effect at the time of the ratification, unless there are no members entitled to vote on the ratification at the time of the ratification, in which case the ratification shall be approved solely by the board, or a higher approval standard that was or would have been applicable to the original taking or purported taking of the corporate action, in which case the ratification shall be approved in accordance with such higher approval standard. In order to approve a ratification of a corporate action pursuant to this paragraph, the board and, as applicable, the members shall adopt resolutions setting forth all of the following: (A) Each corporate action to be ratified. (B) The date when each such corporate action was purportedly taken, and the date any such corporate action shall be deemed to have become effective pursuant to this section if different than the date the corporate action was purportedly taken. (C) The nature of the noncompliance or purported noncompliance of each such corporate action. (D) A statement that the ratification of each such corporate action is approved. (2) If the corporate action to be ratified relates to the election of the initial directors pursuant to Section 12316, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may approve that ratification by adopting resolutions setting forth all of the following: (A) The name of the person or persons who first took action in the name of the corporation as the initial directors of the corporation. (B) The earlier of the date on which such persons first took such action or were purported to have been elected as the initial directors, and the date on which such person or persons shall be deemed to have become the initial directors of the corporation pursuant to this section if different than the date of such first action or purported election, as applicable. (C) That the ratification of the election of such person or persons as the initial directors is approved. (c) Notice of any ratification of a corporate action pursuant to this section shall be given promptly after ratification pursuant to subdivision (b) to each member, regardless of whether approval of the members is required for the ratification. The notice shall be given as provided in subdivision (b) of Section 12461 and shall include a copy of any resolutions adopted pursuant to subdivision (b) and a copy of this section. (d) (1) If a corporate action ratified pursuant to this section would have required the filing of an instrument with the Secretary of State pursuant to the provisions of this division, or if such ratification would cause any instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect after giving effect to the ratification, the corporation shall file a certificate of ratification to make, amend, or correct each such instrument. The certificate of ratification shall have the effect as specified therein, and shall be filed with the Secretary of State. A certificate of ratification shall consist of an officers’ certificate setting forth all of the following: (A) The name of the corporation and the Secretary of State’s file number of the corporation. (B) The title of any such instrument whose making, amendment, or correction is being effected by the certificate of ratification. (C) The date any such instrument was filed with the Secretary of State, or a statement that any such instrument was not previously filed with the Secretary of State and, as applicable, a statement that the ratification approved pursuant to the resolutions set forth in the certificate of ratification would cause any such instrument to be inaccurate or incomplete in any material respect after giving effect to the ratification. (D) The date any such instrument shall be deemed to have become effective pursuant to this section, which may be prior to or after the filing date. (E) A statement that the certificate of ratification is making, amending, or correcting any such instrument, as applicable, and a copy of any such instrument containing all of the information required to be included under this division for such instrument to be so made, amended, or corrected. An instrument attached to a certificate of ratification pursuant to this subparagraph need not be separately executed and acknowledged and need not include any statement required by any other section of this division that such instrument has been approved and adopted in accordance with the provisions of such other section. (F) A statement that the ratification has been approved pursuant to subdivision (b), a copy of the resolutions adopted pursuant to subdivision (b) in respect of the ratification. (2) The office of the Secretary of State may, in its discretion, refuse to file any certificate of ratification if the instrument would render prior filings with the Secretary of State inaccurate, ambiguous, or unintelligible. Upon refusal of the Secretary of State to file a certificate of ratification pursuant to this subdivision, the corporation shall seek validation pursuant to subdivision (e). (e) (1) Upon the filing of a petition by an authorized person, the superior court of the proper county shall have jurisdiction in equity to determine the validity of any corporate action (whether or not such corporate action is a ratification or has been the subject of any ratification), validate and declare effective any such corporate action, and declare the date any such corporate action shall be deemed to have become effective or valid, as applicable, pursuant to this section. (2) This section does not prescribe or circumscribe the facts and circumstances the superior court may consider or which remedies the superior court may grant in exercising its jurisdiction under this section, except as described in this subdivision. The superior court may make any order concerning the corporate action as justice and equity may require. (3) Any petition relating to a ratification taken or proposed to be taken pursuant to this section shall be filed not later than 180 days after the notice required by subdivision (c) is given, except this paragraph shall not apply to an action asserting that a ratification was not accomplished in accordance with this section or to any person to whom notice of the ratification was required to have been given pursuant to subdivision (c), but to whom such notice was not given. (4) For purposes of this subdivision, the proper county shall be the county where the principal office of the corporation is located or, if the principal office is not located in this state, in the county in which the corporation’s agent for service of process is located. (5) Service of the petition under paragraph (1) upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the superior court to adjudicate the matter. The superior court may require notice of the action to be provided to other persons specified by the court and permit those other persons to intervene in the action. (6) For purposes of this subdivision, “authorized person” means the corporation, any successor entity to the corporation, any director, any member, or any other person, so long as the other person claims to be substantially and adversely affected by the ratification of a corporate action pursuant to this section. (7) Any petition seeking validation of a corporate action shall identify every pending legal proceeding of which the petitioner is aware and in which (A) the validity of the corporate action is being directly challenged or (B) the validation of the corporate action would result in the dismissal of the proceeding in whole or in part. If the petitioner becomes aware of any additional such legal proceeding, the petitioner shall amend, or, to the extent required by applicable rules, move for leave to amend, the petition within 10 court days to identify each such proceeding. Identification of a proceeding shall include the venue or forum in which the proceeding was filed, any case number or other unique identifier assigned to the proceeding in that venue or forum, the names of the parties to the proceeding, and the date on which the proceeding was filed. (f) If a corporate action validated by the superior court pursuant to this section would have required the filing of an instrument with the Secretary of State pursuant to the provisions of this division, or if such validation would cause any instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect after giving effect to the validation, the corporation shall file a certificate of validation to make, amend, or correct each such instrument. The certificate of validation shall have the effect as specified therein, and shall be filed with the Secretary of State. A certificate of validation shall consist of an officers’ certificate setting forth all of the following: (1) The name of the corporation and the Secretary of State’s file number of the corporation. (2) The title of any such instrument whose making, amendment, or correction is being effected by the certificate of validation. (3) The date any such instrument was filed with the Secretary of State, or a statement that any such instrument was not previously filed with the Secretary of State and, as applicable, a statement that the validation ordered pursuant to the superior court order set forth in the certificate of validation would cause any such instrument to be inaccurate or incomplete in any material respect after giving effect to the validation. (4) The date any such instrument shall be deemed to have become effective pursuant to this section, which may be prior to or after the filing date. (5) A statement that the certificate of validation is making, amending, or correcting any such instrument, as applicable, and a copy of any such instrument containing all of the information required to be included under this division for such instrument to be so made, amended, or corrected. An instrument attached to a certificate of validation pursuant to this paragraph need not be separately executed and acknowledged and need not include any statement required by any other section of this division that such instrument has been approved and adopted in accordance with the provisions of such other section. (6) A statement that the validation has been ordered pursuant to subdivision (e), and a copy of the superior court order issued pursuant to subdivision (e) in respect of such validation. (g) Unless otherwise stated in resolutions adopted pursuant to subdivision (b) or determined by the superior court pursuant to subdivision (e), a corporate action or security of the corporation ratified or validated in accordance with this section relates back to the date of the original corporate action. (h) As used in this section: (1) “Corporate action” means any of the following: (A) Any action or purported action of the board. (B) Any action or purported action of the members. (C) Any other action or transaction taken, or purportedly taken, by or on behalf of the corporation. (2) “Higher approval standard” means any provision set forth in this division or the articles, bylaws, or a plan or agreement to which the corporation was a party in effect at the time of the original taking or purported taking of a corporate action: (A) Requiring action of the board or members, at a meeting or by written consent, to be taken by a proportion greater than would have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (B) Requiring a greater proportion of the directors or members to constitute a quorum for the transaction of business at a meeting than would have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (C) Requiring, prohibiting, or prescribing conditions on action of the board or members at a meeting or by written consent, which would not have been required, prohibited, or prescribed pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (D) Requiring separate action of any specified person or persons, which would not have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (i) The corporation shall retain all records related to the ratification or validation of a corporate action under this section in accordance with Section 12590. (j) If the corporation is a party to a pending legal proceeding in which (1) the validity of a corporate action sought to be ratified or validated pursuant to this section is at issue or (2) the ratification or validation of a corporate action pursuant to this section would result in the dismissal in whole or in part of the proceeding, the corporation shall notify the judge, arbitrator, or other person presiding over the proceeding at least 10 court days prior to adopting resolutions pursuant to subdivision (b) or filing a petition pursuant to subdivision (e) with respect to that corporate action. That person shall have power to stay the ratification or validation as justice and equity may require.

Cal. Corporations Code - CORP § 12221. Section 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 Part 4 of Division 2 of the Civil Code; or (b) Accompanied by a declaration in writing signed by the persons executing the same that they are such persons and that the instrument is the act and deed of the person or persons executing the same. Any certificate of acknowledgment taken without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated.

Cal. Corporations Code - CORP § 12222. Section 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 the board, except as to matters not within the competence of the committee under Section 12352.

Cal. Corporations Code - CORP § 12223. Section 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 majority of the votes entitled to be cast. Such approval shall include the affirmative vote of a majority of the outstanding memberships of each class, unit, or grouping of members entitled, by any provision of the articles or bylaws of this part to vote as a class, unit, or grouping of members on the subject matter being voted upon and shall also include the affirmative vote of such greater proportion, including all of the votes of the memberships of any class, unit, or grouping of members if such greater proportion is required by the bylaws or by this part.

Cal. Corporations Code - CORP § 12224. Section 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 meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or written ballot in conformity with Section 12463 or by the affirmative vote or written ballot of such greater proportion of the votes of the memberships of any class, unit, or grouping of members as may be provided in the bylaws or in this part for all or any specified member action.

Cal. Corporations Code - CORP § 12225. Section 12225.

“Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.

Cal. Corporations Code - CORP § 12228.3. Section 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 unallocated capital account, if any.

Cal. Corporations Code - CORP § 12228.5. Section 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 for a chair of the board, as permitted by Section 12353.

Cal. Corporations Code - CORP § 12230. Section 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 with respect to voting, dissolution, redemption, distributions and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly.

Cal. Corporations Code - CORP § 12230.5. Section 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 members of the board.

Cal. Corporations Code - CORP § 12231. Section 12231.

“Constituent corporation” means a corporation which is merged with one or more other corporations and includes the surviving corporation.

Cal. Corporations Code - CORP § 12232. Section 12232.

“Corporation” as used in this part means a corporation which is organized under, or subject to this part, including a central organization.

Cal. Corporations Code - CORP § 12233. Section 12233.

“Directors” means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. “Directors” also means alternate directors described in Section 12331. A person who does not have authority to act as a member of the governing body of the corporation, including through voting rights as a member of the governing body, is not a director as that term is used in this part regardless of title. However, if the articles or bylaws designate that a natural person is a director or a member of the governing body of the corporation by reason of occupying a specified position within or outside the corporation, that person shall be a director for all purposes and shall have the same rights and obligations, including voting rights, as the other directors.

Cal. Corporations Code - CORP § 12235. Section 12235.

“Distribution” means the distribution of any gains, profits or dividends to any member as such, but does not include patronage distributions.

Cal. Corporations Code - CORP § 12238. Section 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 or directors, or possesses proprietary interests in the corporation. (b) The articles or bylaws may confer some or all of the rights of a member, set forth in this part, upon any person or persons who do not have any of the voting rights referred to in subdivision (a). (c) Where a member of a corporation is not a natural person, such member may authorize in writing one or more natural persons to vote on its behalf on any or all matters which may require a vote of the members. (d) A person is not a member by virtue of any of the following: (1) Any rights such person has as a delegate. (2) Any rights such person has to designate or select a director or directors. (3) Any rights such person has as a director. (e) “Worker-member” means a member of a worker cooperative who is a natural person and also a patron of a worker cooperative. (f) “Community investor” means a person who is not a worker-member and who holds a share or other proprietary interest in a worker cooperative. (g) “Worker” means a natural person contributing labor or services to a worker cooperative. “Candidate” means a worker who is being considered for membership in a worker cooperative, as defined in the corporation’s articles or bylaws.

Cal. Corporations Code - CORP § 12241. Section 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 chief financial officer, the treasurer, or any assistant secretary or assistant treasurer.

Cal. Corporations Code - CORP § 12242. Section 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 the face.

Cal. Corporations Code - CORP § 12242.5. Section 12242.5.

“Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a domestic reciprocal insurer organized after 1974 to provide medical malpractice insurance as set forth in Article 16 (commencing with Section 1550) of Chapter 3 of Part 2 of Division 1 of the Insurance Code. As used herein, “general partnership” means a “partnership” as defined in Section 16101; “business trust” means a business organization formed as a trust; “real estate investment trust” means a “real estate investment trust” as defined in subsection (a) of Section 856 of the Internal Revenue Code of 1986, as amended; and “unincorporated association” has the meaning set forth in Section 18035.

Cal. Corporations Code - CORP § 12242.6. Section 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 issued, transferred, or exchanged in a merger pursuant to Section 12540.1.

Cal. Corporations Code - CORP § 12243. Section 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 from, or use those types of services of, the corporation. If the corporation is organized to market, process, or otherwise handle its members’ products or services, the corporation’s “patrons” are those persons whose products or services are so marketed, processed, or handled by the corporation. (2) “Patronage” of a patron is measured by the volume or value, or both, of a patron’s purchases of products from, and use of services furnished by, the corporation, and by products and services provided by the patron to the corporation for marketing. (b) (1) If the corporation is organized as a worker cooperative, the corporation’s “patrons” are its worker-members. (2) If the corporation is organized as a worker cooperative, “patronage” may be measured by work performed, including, but not limited to, wages earned, number of hours worked, number of jobs created, or some combination of these measures.

Cal. Corporations Code - CORP § 12244. Section 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 corporation.

Cal. Corporations Code - CORP § 12245. Section 12245.

“Person,” unless otherwise expressly provided, includes any association, company, domestic or foreign corporation, corporation sole, estate, individual, joint stock company, joint venture, partnership, domestic or foreign limited liability company, government or political subdivision, agency or instrumentality of a government.

Cal. Corporations Code - CORP § 12245.2. Section 12245.2.

“Preferred memberships” means memberships that have a preference over any other memberships with respect to distribution of assets on liquidation or with respect to payment of distributions.

Cal. Corporations Code - CORP § 12246. Section 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 Sacramento.

Cal. Corporations Code - CORP § 12246.2. Section 12246.2.

“Series” of memberships means memberships within a class of memberships that have the same rights, privileges, preferences, restrictions, and conditions, but that differ in one or more rights, privileges, preferences, restrictions, or conditions from other memberships within the class. Certificated securities and uncertificated securities do not constitute a different series if the only difference is certificated and uncertificated status.

Cal. Corporations Code - CORP § 12250. Section 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, resignation, removal, change in the number of directors authorized in the articles or bylaws (by the board or the members), or otherwise.

Cal. Corporations Code - CORP § 12251. Section 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 same in either: (a) An affidavit signed by them under oath before an officer authorized by the laws of this state or of the place where it is executed to administer oaths; or (b) A declaration in writing executed by them under penalty of perjury and stating the date and place (whether within or without this state) of execution. Any affidavit sworn to without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated.

Cal. Corporations Code - CORP § 12252. Section 12252.

“Vote” includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 12351 and authorization by written ballot pursuant to Section 12463.

Cal. Corporations Code - CORP § 12253. Section 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 to vote upon the happening of some condition or event that has not yet occurred. (b) If different classes of memberships are entitled to vote as separate classes for different members of the board, the determination of percentage of voting power shall be made on the basis of the percentage of the total number of authorized directors that the memberships in question (whether of one or more classes) have the power to elect in an election at which all memberships then entitled to vote for the election of any directors are voted. (c) Community investor voting power in a worker cooperative shall be provided in the articles or bylaws, and is limited to approval rights only over a merger, sale of major assets, reorganization, or dissolution. Approval rights shall not include the right to propose any action.

Cal. Corporations Code - CORP § 12253.5. Section 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 whose patronage consists of labor contributed to or other work performed for the corporation. Election to be organized as a worker cooperative or an employment cooperative does not create a presumption that workers are employees of the corporation for any purposes. At least 51 percent of the workers shall be worker-members or candidates.
Source: CA Legislative Counsel Bulk DataURL: https://downloads.leginfo.legislature.ca.gov/pubinfo_2025.zipFetched: 6/27/2026

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