SECTIONS 12450-12454 - California Statutes

CORPORATIONS CODE

SECTION 12450-12454

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).

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.

12452. A corporation may, subject to meeting the requirements of
Section 12453 and any additional restrictions authorized by Section
12454, purchase or redeem memberships.

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 memberships or making the distribution is, or as a
result thereof would be, likely to be unable to meet its liabilities
(except those whose payment is otherwise adequately provided for) as
they mature.

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.