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Corp. Code, § 12238 · Article 2. General Provisions and Definitions

Corp. Code, § 12238

Verbatim from the official edition

Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)

(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.

Notes and commentary — not statutory text

History

Amended by Stats. 2015, Ch. 192, Sec. 7. (AB 816) Effective January 1, 2016.

Source of truth

Edition
As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
Official file
https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=12238.
Text hash
sha256 aa5435f8dc1371a42a09596042c12ef0360179060262db40174f9b907b89e4aa
Composed by
compose_ca.py 2026-10-22: the Legislative Counsel's CAML content files read by a tokenizer (caml_readers.reader_a); an independent xml.etree reading (caml_readers.reader_b) agrees on every section

Cited by 2 provisions

Provisions in this library whose text cites Corp. Code, § 12238. Each shows the citation as that text prints it.

Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.