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HomeCorporations CodeCh. 1Art. 2§ 12223 Majority Approval Requirements

§ 12223 Majority Approval Requirements

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 12223 Majority Approval Requirements

This law explains what it means when a group needs a 'majority vote' to approve something. It says most members must vote 'yes,' and sometimes special groups within the members must also agree.

Key Takeaways

  • •A majority vote means more than half of all members must say 'yes.'
  • •If there are special groups in the club, most of them must also say 'yes.'
  • •Sometimes the club’s own rules might require even more 'yes' votes.

Example

A club wants to change its rules. They have 100 members, and 51 vote 'yes.' But there’s a special group of 20 members who must also agree, and only 10 of them vote 'yes.'

The club can’t change the rules because even though most members said 'yes,' the special group didn’t have enough 'yes' votes.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 12223 Majority Approval Requirements

“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. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

majority of all membersaffirmative voteclass, unit, or grouping of membersbylaws

Related Statutes

  • § 12224 Member Approval Requirements
  • § 12239 Corporate Membership Rights
  • § 5033 Majority Approval Requirements
  • § 12201.5 Worker Cooperative Earnings Distribution
  • § 12210 Corporate Lawsuit Procedures

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12223.
View Official Source