12210-12256

CORPORATIONS CODE
SECTION 12210-12256




12210.  A corporation may be sued as provided in the Code of Civil
Procedure.


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.



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.


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.



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 withheld from filing for a
period of time pursuant to a request by the party submitting it for
filing 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 such
fee does not exceed the limits established by the policy of the
Secretary of State for extending credit in such 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 a 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 such written opinion in determining whether the instrument
conforms to law. The date of filing in such case shall be the date
the instrument is received on resubmission.
   (c) Any instrument filed with respect to a corporation (other than
original articles) 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, such
certificate revoking the earlier filing need only be executed on
behalf of one of the constituent corporations. If no such revocation
certificate is filed, the instrument becomes effective on the date
specified.


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. Upon 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. The written notice shall be given 70 days or less after
the original filing.



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.


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.


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.


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.



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.




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.



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.



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.



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.




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.




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.



12225.  "Articles" includes the articles of incorporation,
amendments thereto, amended articles, restated articles, and
certificates of incorporation.


12226.  "Bylaws" includes amendments thereto and amended bylaws.



12227.  "Board" means the board of directors of the corporation.



12228.  "Business corporation" means a corporation as defined in
Section 162 of the General Corporation Law.



12228.5.  The term "chair" includes "chairperson," "chairman," and
"chairwoman." For the purposes of this part, all references to
"chairman" shall be deemed to refer to "chair."



12229.  "Chapter" refers to a chapter of this part unless otherwise
expressly stated.



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.



12231.  "Constituent corporation" means a corporation which is
merged with one or more other corporations and includes the surviving
corporation.


12232.  "Corporation" as used in this part means a corporation which
is organized under, or subject to this part, including a central
organization.


12233.



12234.  "Disappearing corporation" means a constituent corporation
which is not the surviving corporation.



12235.  "Distribution" means the distribution of any gains, profits
or dividends to any member as such, but does not include patronage
distributions.


12236.  "Domestic corporation" means a corporation formed under the
laws of this state.



12237.  "Foreign corporation" means a foreign corporation as defined
in Section 171.



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.



12239.  A "membership" refers to the rights a member has pursuant to
a corporation's articles, bylaws and this part.



12240.  "Membership certificate," as used in this part, means a
document evidencing a proprietary interest in a corporation.



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.




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.



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 subdivision (9) of 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.



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.



12243.  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 service 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.
   "Patronage" of a patron is measured by the volume or value, or
both, of a patron's purchases of such products from, and use of such
services furnished by, the corporation, and by such products and
services provided by the patron to the corporation for marketing.



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.



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.



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.



12247.  "Shareholder" shall have the same meaning as "member" as
defined in Section 12238.



12248.  "Share certificate" shall have the same meaning as
"membership certificate" as defined in Section 12240.



12249.  "Surviving corporation" means a corporation into which one
or more other corporations are merged.



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.



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.



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.



12253.  "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 which has not yet occurred. In any case where
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 which 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.



12254.  "Written" or "in writing" includes facsimile, telegraphic,
and other electronic communication as authorized by this code.



12255.  "Written ballot" does not include a ballot distributed at a
special or regular meeting of members.



12256.  A central organization is a corporation whose membership is
composed, in whole or in part, of other corporations organized under
this part.