Corporations Code section 12332

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.”

Source: Section 12332, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=12332.­ (updated Jan. 1, 2022; accessed Nov. 3, 2025).

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Nov. 3, 2025

§ 12332's source at ca​.gov