Corporations Code section 12238


(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.
Last Updated

May 12, 2025

§ 12238’s source at ca​.gov