Amended in Assembly May 9, 2013

Amended in Assembly March 18, 2013

California Legislature—2013–14 Regular Session

Assembly Bill No. 1255

Introduced by Assembly Member Pan

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(Coauthors: Assembly Members Bloom and Chesbro)

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February 22, 2013

An act to amend Section 12313 of the Corporations Code, relating to corporations.

LEGISLATIVE COUNSEL’S DIGEST

AB 1255, as amended, Pan. Corporations: consumer cooperatives.

Existing law, the Consumer Cooperative Corporation Law, governs the organization and operation of consumer cooperative corporations. The law specifies the provisions that may be set forth in the articles of incorporation of a consumer cooperative.

This bill would include among these provisions the classes of preferred, nonvoting shares, if any, and whether the directors of the consumer cooperative corporation may set the number, series, and rights, preferences, privileges, restrictions, and conditions attaching to each class.

Vote: majority. Appropriation: no. Fiscal committee: no. State-mandated local program: no.

The people of the State of California do enact as follows:

SECTION 1.  

Section 12313 of the Corporations Code is
amended to read:

12313.  

(a) The articles of incorporation may set forth any or
all of the following provisions, which shall not be effective unless
expressly provided in the articles:

(1) A provision limiting the duration of the corporation’s
existence to a specified date.

(2) A provision providing for the distribution of the remaining
assets of the corporation, after payment or adequate provision for
all of its debts and liabilities, to a charitable trust.

(b) Nothing contained in subdivision (a) shall affect the
enforceability, as between the parties thereto, of any lawful
agreement not otherwise contrary to public policy.

(c) The articles of incorporation may set forth any or all of the
following provisions:

(1) The names and addresses of the persons appointed to act as
initial directors.

(2) Provisions concerning the transfer of memberships, in
accordance with Section 12410.

(3) The classes of members, if any, and if there are two or more
classes, the rights, privileges, preferences, begin delete restrictions end delete begin insert restrictions, end insert
and conditions attaching to each class.

(4) Any other provision, not in conflict with law, for the
management of the activities and for the conduct of the affairs of
the corporation, including any provision which is required or
permitted by this part to be stated in the bylaws.

(5) A provision conferring upon members the right to determine
the consideration for which memberships shall be issued.

(6) The classes of preferred, nonvoting shares, if any, and
whether the directors may set the number, the series, and the rights,
preferences, privileges, restrictions, and conditions attaching to
each class.