Section § 26225

Explanation

After a company is formed, it has 30 days to create rules called bylaws for how it will be run. These bylaws need the approval of more than half of the people with voting rights. Once made, these rules can be changed, removed, or added to by the same voting group. The power to make these changes can also be given to the board of directors if approved by the same vote or written agreement, and this power can likewise be taken back the same way.

Each association shall, within 30 days after its incorporation, adopt for its government and management, a code of bylaws, consistent with this chapter. The vote or written assent of shareholders or members that hold at least a majority of the voting power is necessary to adopt the bylaws and is effectual to repeal or amend a bylaw, or to adopt an additional bylaw. The power to repeal and amend the bylaws, and adopt new bylaws, may, by a similar vote, or similar written assent, be delegated to the board of directors, which authority may, by a similar vote, or similar written assent, be revoked.

Section § 26225.1

Explanation

This law section explains that the governing rules (bylaws) of an organization can specify when, where, and how meetings are held. If the bylaws don't specify, member or stockholder meetings must occur where the main business office is located, as decided by the board. Board of directors' meetings can be held anywhere, unless the bylaws or incorporation documents say otherwise.

The bylaws may prescribe the time, place, and manner of calling and conducting its meetings. Meetings of members or stockholders shall be held at the place as provided in the bylaws, or, if no provision is made, in the city, county, or city and county where the principal place of business is located at a place designated by the board of directors. Meetings of the board of directors may be held at any place within or without the state that is fixed by a quorum of the board of directors unless otherwise provided in the articles of incorporation or bylaws.

Section § 26225.2

Explanation

This law section allows a company's bylaws to determine how many stockholders, directors, or members need to be present to officially conduct business.

The bylaws may prescribe the number of stockholders, directors, or members that constitutes a quorum.

Section § 26225.3

Explanation

This law allows an organization’s bylaws to set rules about voting by proxy or mail, including how these votes are conducted. It also addresses whether members or stockholders can use a method called cumulative voting, where they can pool their votes, and whether this type of voting is allowed or not.

The bylaws may prescribe the following:
(a)CA Business & Professions Code § 26225.3(a) The right of members or stockholders to vote by proxy or by mail or both, and the conditions, manner, form, and effects of those votes.
(b)CA Business & Professions Code § 26225.3(b) The right of members or stockholders to cumulate their votes and the prohibition, if any, of cumulative voting.

Section § 26225.4

Explanation

This law outlines how a corporation can establish the rules for its directors and officers through the bylaws. The bylaws can specify who is qualified to be a director, how much they are paid, what their duties are, how long they serve, and when they are elected. The number of directors can be a fixed or variable number, but there must be at least three. In case of changes or inconsistencies between articles and bylaws regarding directors, the most recent change applies. The final decision on the exact number of directors within a variable range is made by the board or shareholders, following prescribed procedures.

(a)CA Business & Professions Code § 26225.4(a) The bylaws may prescribe the qualifications, compensation, duties, and term of office of directors and officers and the time of their election.
(b)CA Business & Professions Code § 26225.4(b) The number of directors set forth in the articles of incorporation shall be either a fixed number or a variable number. If a fixed number, it shall not be less than three, and if a variable number, the stated minimum shall not be less than three and the stated maximum shall not be greater than two times the stated minimum minus one.
(c)CA Business & Professions Code § 26225.4(c) The number of directors may also be set forth in the bylaws either as a fixed number or as a variable number subject to the same limitations as in subdivision (b). After shares have been issued or members have been admitted, any adoption or amendment of the bylaw provision shall be approved by the outstanding shares as provided in Section 152 of the Corporations Code.
(d)CA Business & Professions Code § 26225.4(d) In the event of an inconsistency between an article provision referred to in subdivision (b) and a bylaw provision referred to in subdivision (c), the provision more recently adopted or amended shall prevail.
(e)CA Business & Professions Code § 26225.4(e) If a variable number of directors is set forth in the articles of incorporation or the bylaws, the exact number of directors shall be fixed, within the limits specified, by approval of the board of directors or the shareholders as provided in Section 153 of the Corporations Code in the manner designated in the bylaws.

Section § 26225.5

Explanation

This law section allows for the rules of an organization, known as bylaws, to include consequences for breaking those rules.

The bylaws may prescribe penalties for violations of the bylaws.

Section § 26225.6

Explanation
This law allows an organization’s bylaws to specify details about fees, including how much new members must pay to join, how to collect these fees, and what the money can be used for.
The bylaws may prescribe the amount of entrance, organization, and membership fees, if any, the manner and method of collection of the fees, and the purposes for which they may be used.

Section § 26225.7

Explanation

This law explains that the rules (or bylaws) of an association can outline how much money each member or stockholder needs to pay on a regular basis, if any, to support the association's activities. It can also specify any fees for services provided by the association to its members, including when and how these payments are made. Additionally, it can require that members or stockholders sign a marketing contract with the association.

The bylaws may prescribe the amount that each member or stockholder shall be required to pay annually, or from time to time, if at all, to carry on the business of the association, the charge, if any, to be paid by each member or stockholder for services that are rendered by the association to him, the time of payment and the manner of collection, and the marketing contract between the association and its members or stockholders that every member or stockholder may be required to sign.

Section § 26225.8

Explanation

This section explains that a company's rules, called bylaws, can decide how much money, called dividends, can be given to stock or membership holders. However, if dividends are paid from the profit made from doing business with its members, the dividends can't be more than 8% per year.

The bylaws may prescribe the amount of dividends, if any, that may be declared on the stock or membership capital. To the extent that dividends are payable out of the excess of association income over association expenses attributable to business transacted with or for members, dividends shall not exceed 8 percent per annum.

Section § 26225.9

Explanation

This law section allows an association's bylaws to lay out specific rules. These rules can define who can become a member or stockholder, how and when they can leave or transfer their stocks, and the process of assigning or transferring their interests. It also specifies conditions for ending membership, suspending member rights, and expelling members.

The bylaws may prescribe any of the following:
(a)CA Business & Professions Code § 26225.9(a) The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock.
(b)CA Business & Professions Code § 26225.9(b) The method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock.
(c)CA Business & Professions Code § 26225.9(c) The manner of assignment and transfer of the interest of members, and of the shares of common stock.
(d)CA Business & Professions Code § 26225.9(d) The conditions under which, and time when, membership of a member shall cease.
(e)CA Business & Professions Code § 26225.9(e) The automatic suspension of the rights of a member when he or she ceases to be eligible to membership in the association.
(f)CA Business & Professions Code § 26225.9(f) The mode, manner, and effect of the expulsion of a member.

Section § 26225.95

Explanation

This section of the law talks about how an association can handle a member's shares if they leave, are expelled, or otherwise can't be a member anymore. The rules might say how to figure out the value of a member's interest, and when the association can buy it. If the bylaws don't specify what to do when someone is expelled, the board has to fairly assess the member's interest and pay them within a year.

(a)CA Business & Professions Code § 26225.95(a) The bylaws may prescribe any of the following:
(1)CA Business & Professions Code § 26225.95(a)(1) The manner of determining the value of a member’s interest and provision for its purchase by the association upon the death or withdrawal of a member or upon the expulsion of a member or forfeiture of his or her membership, or at the option of the association, the purchase at a price fixed by conclusive appraisal by the board of directors.
(2)CA Business & Professions Code § 26225.95(a)(2) The conditions and terms for the repurchase by the association from its stockholders of their stock upon their disqualification as stockholders.
(b)CA Business & Professions Code § 26225.95(b) If a member is expelled and the bylaws do not provide any procedure or penalty for expulsion, the board of directors shall equitably and conclusively appraise his or her property interest in the association and shall fix the amount of his or her property interest in money, which shall be paid to him or her within one year after such expulsion.