§ 12253 Voting Power In Cooperatives

This law tells you what "voting power" means, how to work out each group’s share of voting power when there are different classes of members, and says community investors in a worker co‑op can only say yes or no to big moves like a merger or selling the co‑op.

Key Takeaways

•Voting power is the right to vote for directors right now, not a future right.
•When there are different member classes, calculate each class’s share by the number of directors they can elect divided by the total directors.
•Community investors in a worker co‑op can only approve or reject big actions like a merger, sale, reorganization, or dissolution; they can’t propose actions.

Example

A worker co‑op has 7 board seats. Class A members can elect 3 directors and Class B members can elect 2 directors. The co‑op wants to know what percent of the total voting power each class has.

You count how many directors each class can choose, divide by the total number of directors, and turn that into a percent. The law says you do it this way when different classes vote for different board members.

How to Calculate

Voting Power % = (Number of directors a membership class can elect ÷ Total authorized directors) × 100

Find out how many directors the membership class can elect.
Find the total number of directors that the co‑op is allowed to have.
Divide the number from Step 1 by the number from Step 2.
Multiply the result by 100 to get a percent.

Class A can elect 3 directors out of a total of 7 directors.

Result: Voting Power % = (3 ÷ 7) × 100 ≈ 42.9% (about 43%)

(a) “Voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote upon the happening of some condition or event that has not yet occurred. (b) If different classes of memberships are entitled to vote as separate classes for different members of the board, the determination of percentage of voting power shall be made on the basis of the percentage of the total number of authorized directors that the memberships in question (whether of one or more classes) have the power to elect in an election at which all memberships then entitled to vote for the election of any directors are voted. (c) Community investor voting power in a worker cooperative shall be provided in the articles or bylaws, and is limited to approval rights only over a merger, sale of major assets, reorganization, or dissolution. Approval rights shall not include the right to propose any action. (Amended by Stats. 2015, Ch. 192, Sec. 9. (AB 816) Effective January 1, 2016.)

Key Takeaways

•Voting power is the right to vote for directors right now, not a future right.
•When there are different member classes, calculate each class’s share by the number of directors they can elect divided by the total directors.
•Community investors in a worker co‑op can only approve or reject big actions like a merger, sale, reorganization, or dissolution; they can’t propose actions.

Example

A worker co‑op has 7 board seats. Class A members can elect 3 directors and Class B members can elect 2 directors. The co‑op wants to know what percent of the total voting power each class has.

How to Calculate

Voting Power % = (Number of directors a membership class can elect ÷ Total authorized directors) × 100

Find out how many directors the membership class can elect.
Find the total number of directors that the co‑op is allowed to have.
Divide the number from Step 1 by the number from Step 2.
Multiply the result by 100 to get a percent.

Class A can elect 3 directors out of a total of 7 directors.

Result: Voting Power % = (3 ÷ 7) × 100 ≈ 42.9% (about 43%)

Key Takeaways

Example

How to Calculate

Key Terms

References

§ 12253 Voting Power In Cooperatives

Key Takeaways

Example

How to Calculate

Key Terms

References

Key Takeaways

Example

How to Calculate

Key Terms

Related Statutes

References

Key Takeaways

Example

How to Calculate

Key Terms

Related Statutes

References