2005 California Corporations Code Sections 12310-12316 Article 4. Articles of Incorporation

12310.  The articles of incorporation of a corporation formed under
this part shall set forth:
   (a) The name of the corporation.
   (b) The following statement:
   "This corporation is a cooperative corporation organized under the
Consumer Cooperative Corporation Law.  The purpose of this
corporation is to engage in any lawful act or activity for which a
corporation may be organized under such law."
   (The articles may include a further description of the corporation'
s purposes.)
   (c) The name and address in this state of the corporation's
initial agent for service of process in accordance with subdivision
(b) of Section 12570.
   (d) Whether the voting power or the proprietary interests of the
members are equal or unequal.  If the voting power or proprietary
interests of the members are unequal, the articles shall state either
(i) the general rule or rules by which the voting power and
proprietary interests of the members shall be determined or (ii) that
such rule or rules shall be prescribed in the corporation's bylaws.
Equal voting power means voting power apportioned on the basis of
one vote for each member.  Equal proprietary rights means property
rights apportioned on the basis of one proprietary unit for each
member.
12311.  (a) The names of all corporations formed under this part
shall include "cooperative."  No corporation shall be formed under
this part unless there is affixed or prefixed to its name some word
or abbreviation which will indicate  that it is a corporation, as
distinguished from a natural person, a firm, or an unincorporated
association.
   (b) No person shall adopt or use the word "cooperative" or any
abbreviation or derivation thereof, or any word similar thereto, as
part of the name or designation under which it does business in this
state, unless incorporated as provided in this part or unless
incorporated as a nonprofit cooperative association under Chapter 1
(commencing with Section 54001) of Division 20 of the Food and
Agricultural Code, as a stock cooperative, as defined in Section
11003.2 of the Business and Professions Code, as a limited-equity
housing cooperative, as defined in Section 33007.5 of the Health and
Safety Code, as a credit union or organization owned for the mutual
benefit of credit unions, or under some other law of this state
enabling it to do so. However, the foregoing prohibition shall be
inapplicable to any credit union or organization owned for the mutual
benefit of credit unions, any housing cooperative, the financing of
which is insured, guaranteed, or provided, in whole or in part, by a
public or statutorily chartered entity pursuant to a program created
for housing cooperatives, a nonprofit corporation, a majority of
whose membership is composed of cooperative corporations, or an
academic institution that serves cooperative corporations.
   (c) A domestic or foreign corporation or association which did
business in this state under a name or designation including the word
"cooperative" prior to September 19, 1939, and which conducts
business on a cooperative basis substantially as set forth in this
part, may continue to do business under that name or designation.
   (d) Any person, firm, individual, partnership, trust, domestic
corporation, foreign corporation, or association which did business
in this state under a name or designation including the word
"cooperative" prior to September 19, 1939, but which does not conduct
business on a cooperative basis as contemplated by Section 12201 of
this part, may continue to do business under that name or designation
if the words "not organized under the law relating to cooperative
corporations" are always placed immediately after the name or
designation wherever it is used.
   (e) Any foreign corporation, organized under and complying with
the cooperative law of the state or other jurisdiction of its
creation, may use the term "cooperative" in this state if it has
complied with the laws of this state applicable to foreign
corporations, insofar as those laws are applicable to it, and if it
is doing business on a cooperative basis as contemplated by Section
12201.
12312.  The articles of incorporation may set forth a further
statement limiting the purposes or powers of the corporation.
12313.  (a) The articles of incorporation may set forth any or all
of the following provisions, which shall not be effective unless
expressly provided in the articles:
   (1) A provision limiting the duration of the corporation's
existence to a specified date.
   (2) A provision providing for the distribution of the remaining
assets of the corporation, after payment or adequate provision for
all of its debts and liabilities, to a charitable trust.
   (b) Nothing contained in subdivision (a) shall affect the
enforceability, as between the parties thereto, of any lawful
agreement not otherwise contrary to public policy.
   (c) The articles of incorporation may set forth any or all of the
following provisions:
   (1) The names and addresses of the persons appointed to act as
initial directors.
   (2) Provisions concerning the transfer of memberships, in
accordance with Section 12410.
   (3) The classes of members, if any, and if there are two or more
classes, the rights, privileges, preferences, restrictions and
conditions attaching to each class.
   (4) Any other provision, not in conflict with law, for the
management of the activities and for the conduct of the affairs of
the corporation, including any provision which is required or
permitted by this part to be stated in the bylaws.
   (5) A provision conferring upon members the right to determine the
consideration for which memberships shall be issued.
12314.  The articles of incorporation of a central organization, as
defined in Section 12256, organized under or subject to this part may
provide for unequal voting power of its members based upon the
number of its members' members, the patronage of its members, or
both.  In no event shall any member have less than one vote.
12315.  For all purposes other than an action in the nature of quo
warranto, a copy of the articles of a corporation duly certified by
the Secretary of State is conclusive evidence of the formation of the
corporation and prima facie evidence of its corporate existence.
12316.  If initial directors have not been named in the articles of
incorporation, the incorporators may do whatever is necessary and
proper to perfect the organization of the corporation, including the
adoption and amendment of bylaws of the corporation and the election
of directors and officers, until the directors are elected.