BILL NUMBER: AB 1255	AMENDED
	BILL TEXT

	AMENDED IN ASSEMBLY  MAY 9, 2013
	AMENDED IN ASSEMBLY  MARCH 18, 2013

INTRODUCED BY   Assembly Member Pan
    (   Coauthors:   Assembly Members 
 Bloom   and Chesbro   ) 

                        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,  restrictions
  restrictions,  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.