Section § 12200

Explanation

This section is called the Cooperative Corporation Law. It primarily targets the setup and running of various cooperatives, such as those focused on consumer needs, worker rights, and environmental concerns like recycling or hazardous waste treatment, provided they choose to incorporate according to these rules.

This part shall be known as the Cooperative Corporation Law. This part is intended primarily to apply to the organization and operation of cooperatives, including, but not limited to, consumer cooperatives, worker cooperatives, and cooperatives formed for the purpose of recycling or treating hazardous waste that elect to incorporate under its provisions.

Section § 12201

Explanation

This law says that a certain type of corporation can be formed in California for any legal reason but must mainly operate to benefit its members who use the corporation's services or products. Profits or benefits from the corporation should be shared with members or users fairly, based on their involvement with the corporation. These corporations are run democratically and are not made to only create profit for themselves or their members, but rather to support the members who are actively participating.

Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be formed under this part for any lawful purpose provided that it shall be organized and shall conduct its business primarily for the mutual benefit of its members as patrons of the corporation. The earnings, savings, or benefits of the corporation shall be used for the general welfare of the members or shall be proportionately and equitably distributed to some or all of its members or its patrons, based upon their patronage (Section 12243) of the corporation, in the form of cash, property, evidences of indebtedness, capital credits, memberships, or services.
Such corporations are democratically controlled and are not organized to make a profit for themselves, as such, or for their members, as such, but primarily for their members as patrons (Section 12243).

Section § 12201.5

Explanation

This law explains how a worker cooperative in California should handle its earnings and losses. Basically, the cooperative's net earnings and losses should be distributed according to what its founding documents say. When the cooperative decides to share its profits, called patronage distributions, these profits should be divided among members based on how much each contributed through their work. The law also allows these earnings to be distributed in various forms, such as cash, credits, notices, or even stock in the cooperative.

(a)CA Corporations Code § 12201.5(a) Notwithstanding Section 12201, the net earnings and losses of a worker cooperative shall be apportioned and distributed at the time and in the manner specified in the articles of incorporation or bylaws.
(b)CA Corporations Code § 12201.5(b) Net earnings declared as patronage distributions with respect to a period of time, and paid to a creditor or member, shall be apportioned among the members in accordance with the ratio that each member’s patronage during the period bears to total patronage by all members during the period.
(c)CA Corporations Code § 12201.5(c) The apportionment, distribution, and payment of net earnings required by subdivision (a) may be paid in cash, credits, written notices of allocation, or capital stock issued by the worker cooperative.

Section § 12202

Explanation

This part of the law ensures that corporations existing before January 1, 1984, continue to be governed by relevant provisions, even if those provisions are modified or repealed. The enactment of new laws doesn't affect the existence of these corporations, and any past liabilities or legal actions against them remain intact despite legislative changes.

(a)CA Corporations Code § 12202(a) The provisions of this part apply to corporations existing pursuant to Part 2 (commencing with Section 12200) of Division 3 of Title 1 in effect immediately prior to January 1, 1984.
(b)CA Corporations Code § 12202(b) The existence of corporations formed or existing on the date of enactment of this part shall not be affected by the enactment or reenactment of this part or by any change in the requirements for the formation of corporations or by the amendment or repeal of the laws under which they were formed or created.
(c)CA Corporations Code § 12202(c) Neither the repeal of Part 2 (commencing with Section 12200) of Division 3 of Title 1 as in effect immediately prior to January 1, 1984, nor the reenactment or amendment of this part shall impair or take away any existing liability or cause of action against any corporation, its members, shareholders, directors, or officers incurred prior to the enactment of this part.

Section § 12203

Explanation

This section explains that the definitions provided in this part of the code are used to interpret how the rest of the part should be understood, unless stated otherwise or the situation requires a different interpretation.

Unless the provisions or the context otherwise requires, the definitions set forth in this part govern the construction of this part.