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HomeCorporations CodeCh. 1Art. 6§ 12332 Delegates Authority And Election

§ 12332 Delegates Authority And Election

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

§ 12332 Delegates Authority And Election

This law lets a corporation create delegate roles in its bylaws, giving them some or all member powers, with rules for how they're chosen, how they vote, and how they can act.

Key Takeaways

  • •Corporations can create delegate positions in their bylaws.
  • •Delegates must be elected by the membership or by a body the membership elected.
  • •Each delegate gets one vote and cannot vote by proxy.
  • •The bylaws must detail terms, selection, removal, meetings, and voting methods for delegates.
  • •Delegates can be called by a different name if the bylaws allow.

Example

A neighborhood association wants to let a small board make day‑to‑day decisions instead of voting on every issue.

The association can write in its bylaws that it will have delegates who can vote on matters, must be elected by the members (or by a group the members elected), each gets one vote, can't vote by proxy, and can act by written ballot. The bylaws must also explain how delegates are picked, how long they serve, and how meetings are called.

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

Official Source
View on CA.gov

§ 12332 Delegates Authority And Election

A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws shall set forth the delegates’ terms of office, any reasonable method for delegates’ selection and removal, and any reasonable method for calling, noticing, and holding meetings of delegates, may set forth the manner in which delegates may act by written ballot similar to Section 12463 for written ballot of members, and may set forth the manner in which delegates may participate in meetings of delegates similar to paragraph (6) of subdivision (a) of Section 12351. Unless delegates are directly elected by the membership, they shall be elected by a body or bodies directly elected by the membership. Each delegate shall have one vote on each matter presented for action. A delegate shall not vote by proxy. Delegates may be given a name other than “delegates.” (Amended by Stats. 2021, Ch. 523, Sec. 21. (AB 663) Effective January 1, 2022.)

Last verified: January 10, 2026

Key Terms

delegatesbylawsterms of officeelected by the membershipvote by proxy

Related Statutes

  • § 5152 Delegates Authority And Voting
  • § 7152 Corporate Delegate Authority Rules
  • § 9152 Corporate Delegate Authority Rules
  • § 12330 Board Bylaw Amendment Limits
  • § 12333 Voting By Chapter Or Region

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12332.
View Official Source