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HomeCorporations CodeCh. 1Art. 2§ 12238 Corporate Member Voting Rights

§ 12238 Corporate Member Voting Rights

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

§ 12238 Corporate Member Voting Rights

This law explains who can be a member of a company and what rights they have. It also defines special types of members in worker cooperatives, like worker-members and community investors.

Key Takeaways

  • •A member is someone who can vote for leaders or owns part of the company.
  • •Even if you can’t vote, the company’s rules might still give you some member rights.
  • •If a member is a company (not a person), they can pick a real person to vote for them.
  • •Just being a leader or picking leaders doesn’t automatically make you a member.
  • •In a worker cooperative, worker-members are people who work there and own part of it.
  • •Community investors are people who own part of the cooperative but don’t work there.

Example

A group of people start a bakery together where everyone who works there owns part of the business.

The workers who own the bakery and work there are called 'worker-members.' If someone invests money in the bakery but doesn’t work there, they are called a 'community investor.'

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

Official Source
View on CA.gov

§ 12238 Corporate Member Voting Rights

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

Last verified: January 10, 2026

Key Terms

MemberWorker-memberCommunity investorarticles or bylaws

Related Statutes

  • § 12233 Corporate Director Definition
  • § 12250 Director Vacancy Definition
  • § 12210 Corporate Lawsuit Procedures
  • § 12211 Corporate Property Attachment Rules
  • § 12212 Corporate Filing Fees

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12238.
View Official Source