SECTIONS 12330-12333 - California Statutes

CORPORATIONS CODE

SECTION 12330-12333

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amended, or repealed by the board unless the action would:
(1) Materially and adversely affect the rights or obligations of
members as to voting, dissolution, redemption, transfer,
distributions, patronage distributions, patronage, property rights,
or rights to repayment of contributed capital;
(2) Increase or decrease the number or members authorized in total
or for any class;
(3) Effect an exchange, reclassification or cancellation of all or
part of the memberships; or
(4) Authorize a new class of membership.
(b) Bylaws may be adopted, amended or repealed by approval of the
members (Section 12224); provided, however, that adoption, amendment,
or repeal also requires approval by the members of a class if that
action would:
(1) Materially and adversely affect the rights or obligations of
that class as to voting, dissolution, redemption, transfer,
distributions, patronage distributions, patronage, property rights,
or rights to repayment of contributed capital, in a manner different
than such action affects another class;
(2) Materially and adversely affect such class as to voting,
dissolution, redemption, transfer, distributions, patronage
distributions, patronage, property rights, or rights to repayment of
contributed capital, by changing the rights, privileges, preferences,
restrictions or conditions of another class;
(3) Increase or decrease the number of memberships authorized for
such class;
(4) Increase the number of memberships authorized for another
class;
(5) Effect an exchange, reclassification or cancellation of all or
part of the memberships of such class; or
(6) Authorize a new class of memberships.
(c) The articles or bylaws may restrict or eliminate the power of
the board to adopt, amend or repeal any or all bylaws, subject to
subdivision (e) of Section 12331.
(d) Bylaws may also provide that repeal or amendment of those
bylaws, or the repeal or amendment of specified portions of those
bylaws, may occur only with the approval in writing of a specified
person or persons other than the board or members. However, this
approval requirement, unless the articles or the bylaws specify
otherwise, shall not apply if any of the following circumstances
exist:
(1) The specified person or persons have died or ceased to exist.
(2) If the right of the specified person or persons to approve is
in the capacity of an officer, trustee, or other status and the
office, trust, or status has ceased to exist.
(3) If the corporation has a specific proposal for amendment or
repeal, and the corporation has provided written notice of that
proposal, including a copy of the proposal, to the specified person
or persons at the most recent address for each of them, based on the
corporation's records, and the corporation has not received written
approval or nonapproval within the period specified in the notice,
which shall not be less than 10 nor more than 30 days commencing at
least 20 days after the notice has been provided.

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 number of directors of the
corporation, or the method of determining the number of directors of
the corporation, or that the number of directors shall be not less
than a stated minimum or more than a stated maximum with the exact
number of directors to be fixed, within the limits specified, by
approval of the board or the members (Sections 12222 and 12224), in
the manner provided in the bylaws, subject to subdivision (e). The
number or minimum number of directors shall not be less than three.
Alternate directors may be permitted, in which event, the bylaws
shall specify the manner and times of their election and the
conditions to their service in place of a director.
(b) Once members have been admitted, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number
or changing from a fixed to a variable board or vice versa may only
be adopted by approval of the members.
(c) The bylaws may contain any provision, not in conflict with law
or the articles, for the management of the activities and for the
conduct of the affairs of the corporation, including but not limited
to:
(1) Any provision referred to in subdivision (c) of Section 12313.
(2) The time, place and manner of calling, conducting and giving
notice of members', directors', and committee meetings, or of
conducting mail ballots.
(3) The qualifications, duties and compensation of directors; the
time of their election; and the requirements of a quorum for
directors' and committee meetings.
(4) The appointment of committees, composed of directors or
nondirectors or both, by the board or any officer and the authority
of any such committees.
(5) The appointment, duties, compensation and tenure of officers.
(6) The mode of determination of members of record.
(7) The making of reports and financial statements to members.
(8) Setting, imposing and collecting dues, assessments, and
membership and transfer fees.
(9) The time and manner of patronage distributions consistent with
this part.
(d) The bylaws may provide for eligibility, the manner of
admission, withdrawal, suspension, and expulsion of members, and the
suspension or termination of memberships consistent with the
requirements of Section 12431.
(e) The bylaws may require, for any or all corporate actions, the
vote of a larger proportion of, or all of, the members or the members
of any class, unit, or grouping of members or the vote of a larger
proportion of, or all of, the directors, than is otherwise required
by this part. Such a provision in the bylaws requiring such greater
vote shall not be altered, amended or repealed except by such greater
vote, unless otherwise provided in the bylaws.
(f) The bylaws may contain a provision limiting the number of
members, in total or of any class, which the corporation is
authorized to admit.
(g) The bylaws may provide for the establishment by the
corporation of a program for the education of its members, officers,
employees and the general public in the principles and techniques of
cooperation.

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 forth the delegates' terms of
office, any reasonable method for delegates' selection and removal,
and any reasonable method for calling, noticing and holding meetings
of delegates. Unless delegates are directly elected by the
membership, they shall be elected by a body or bodies directly
elected by the membership. Delegates may only act personally at a
meeting or by written ballot but may not act by proxy. Delegates may
be given a name other than "delegates."

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 geographic grouping.