Skip to main content

Corp. Code, § 12462 · Article 1. General Provisions

Corp. Code, § 12462

Verbatim from the official edition

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

(a) The lesser of 250 members or members representing 5 percent of the voting power, shall constitute a quorum at a meeting of members, but, subject to subdivisions (b) and (c), a bylaw may set a different quorum. Any bylaw amendment to increase the quorum may be adopted only by approval of the members (Section 12224). If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members unless the vote of a greater number or voting by classes is required by this part or the articles or bylaws.

(b) Where a corporation is authorized to conduct a meeting with a quorum of less than one-third of the voting power, then the only matters that may be voted upon at any regular meeting actually attended by less than one-third of the voting power are matters notice of the general nature of which was given, pursuant to the first sentence of subdivision (a) of Section 12461.

(c) Subject to subdivision (b), the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum or, if required by this division or the articles or the bylaws, the vote of the greater number or voting by classes.

(d) In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented in person, but no other business may be transacted, except as provided in subdivision (c).

Notes and commentary — not statutory text

History

Amended by Stats. 2000, Ch. 485, Sec. 17. Effective January 1, 2001.

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=12462.
Text hash
sha256 cdb341e4d7a7554e5c5e6dbee8590f6a418f24d77c4cdadefdbff81c6d0c43d5
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

This section cites

Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.

Cited by 2 provisions

Provisions in this library whose text cites Corp. Code, § 12462. 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.