California Corporations Code ARTICLE 2 - General Provisions and Definitions

• Section 12210.
  A corporation may be sued as provided in the Code of Civil Procedure.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
• 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...
• 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)...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• Section 12225.
  “Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January...
• Section 12226.
  “Bylaws” includes amendments thereto and amended bylaws.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
• Section 12227.
  “Board” means the board of directors of the corporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
• Section 12228.
  “Business corporation” means a corporation as defined in Section 162 of the General Corporation Law.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1,
• 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...
• Section 12228.5.
  For the purposes of this part, all references to “chairman of the board,” other than in Section 12353, shall be deemed to refer to all...
• Section 12229.
  “Chapter” refers to a chapter of this part unless otherwise expressly stated.(Amended by Stats. 1983, Ch. 792, Sec. 3.)
• 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...
• 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...
• Section 12231.
  “Constituent corporation” means a corporation which is merged with one or more other corporations and includes the surviving corporation.(Added by Stats. 1982, Ch. 1625, Sec....
• Section 12232.
  “Corporation” as used in this part means a corporation which is organized under, or subject to this part, including a central organization.(Amended by Stats. 1983,...
• 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...
• Section 12234.
  “Disappearing corporation” means a constituent corporation which is not the surviving corporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
• Section 12235.
  “Distribution” means the distribution of any gains, profits or dividends to any member as such, but does not include patronage distributions.(Added by Stats. 1982, Ch....
• Section 12236.
  “Domestic corporation” means a corporation formed under the laws of this state.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
• Section 12237.
  “Foreign corporation” means a foreign corporation as defined in Section 171.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
• 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...
• Section 12239.
  A “membership” refers to the rights a member has pursuant to a corporation’s articles, bylaws and this part.(Added by Stats. 1982, Ch. 1625, Sec. 3....
• Section 12240.
  “Membership certificate,” as used in this part, means a document evidencing a proprietary interest in a corporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative...
• 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...
• 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...
• 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...
• 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,...
• 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,...
• 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...
• 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...
• 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...
• 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...
• 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...
• Section 12247.
  “Shareholder” shall have the same meaning as “member” as defined in Section 12238.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
• Section 12248.
  “Share certificate” shall have the same meaning as “membership certificate” as defined in Section 12240.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1,
• Section 12249.
  “Surviving corporation” means a corporation into which one or more other corporations are merged.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
• 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...
• 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...
• 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 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...
• 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...
• Section 12254.
  “Written” or “in writing” includes facsimile, telegraphic, and other electronic communication as authorized by this code.(Amended by Stats. 2004, Ch. 254, Sec. 35. Effective January...
• Section 12255.
  “Written ballot” does not include a ballot distributed at a special or regular meeting of members.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January...
• Section 12256.
  A central organization is a corporation whose membership is composed, in whole or in part, of other corporations organized under this part.(Added by Stats. 1983,...

Last modified: October 22, 2018