2005 California Corporations Code Sections 13240-13251 Article 3. By-laws

13240.  Each association shall within 30 days after its
incorporation, adopt for its government and management, a code of
by-laws, not inconsistent with this part.  A majority vote of the
members or shares of stock issued and outstanding and entitled to
vote, or the written assent of a majority of the members or of
stockholders representing a majority of all the shares of stock
issued and outstanding and entitled to vote, is necessary to adopt
such by-laws and is effectual to repeal or amend any by-laws, or to
adopt additional by-laws.  The power to repeal and amend the by-laws,
and adopt new by-laws, 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.
13241.  The by-laws shall prohibit the transfer of the common stock
or membership certificates of the associations to persons not engaged
in the production of the products handled by the association.
13242.  The by-laws may provide:
   (a) The number of members constituting a quorum.
   (b) The right of members to vote by proxy or by mail or both, and
the conditions, manner, form and effects of such votes; the right of
members to cumulate their votes and the prohibition, if desired, of
cumulative voting.
   (c) The number of directors constituting a quorum.
   (d) The qualifications, compensation and duties and term of office
of directors and officers and the time of their election.
   (e) Penalties for violations of the by-laws.
13243.  The by-laws may provide:
   (a) The amount of entrance, organization and membership fees, if
any; the manner and method of collection of the same; and the
purposes for which they may be used.
   (b) The amount which each member 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 for
services rendered by the association to him and the time of payment
and the manner of collection; and the marketing contract between the
association and its members which every member may be required to
sign.
   (c) The amount of any dividends which may be declared on the stock
or membership capital, which dividends shall not exceed 8 percent
per annum and which dividends shall be in the nature of interest and
shall not affect the nonprofit character of any association organized
hereunder.
13244.  The by-laws may provide:
   (a) The number and qualification of members of the association and
the conditions precedent to membership or ownership of common stock.
   (b) The method, time and manner of permitting members to withdraw
or the holders of common stock to transfer their stock.
   (c) The manner of assignment and transfer of the interest of
members and of the shares of common stock.
   (d) The conditions upon which and time when membership of any
member shall cease.
   (e) For the automatic suspension of the rights of a member when he
ceases to be eligible to membership in the association; and the
mode, manner and effect of the expulsion of a member.
   (f) 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 membership, or at the option of the association,
the purchase at a price fixed by conclusive appraisal by the board of
directors; and the conditions and terms for the repurchase by the
corporation from its stockholders of their stock upon their
disqualification as stockholders.
13245.  The by-laws may provide for the time, place, and manner of
calling and conducting meetings of the association.
13246.  The by-laws may provide that the territory in which the
association has members shall be divided into districts and that
directors shall be elected from the several districts.  In such case,
the by-laws shall specify the number of directors to be elected by
each district, the manner and method of reapportioning the directors
and of redistricting the territory covered by the association.
13247.  The by-laws may provide that the territory in which the
association has members shall be divided into districts, and that the
directors shall be elected by representatives or advisers, who
themselves have been elected by the members from the several
territorial districts.  In such case, the by-laws shall specify the
number of representatives or advisers to be elected by each district,
the manner and method of reapportioning the representatives or
advisers and of redistricting the territory covered by the
association.
13248.  The by-laws may provide that primary elections shall be held
to nominate directors.  Where the by-laws provide that the territory
in which the association has members shall be divided into
districts, the by-laws may also provide that the results of the
primary elections in the various districts shall be final and shall
be ratified at the annual meeting of the association.
13249.  The by-laws may provide that one or more directors may be
nominated by any public official or commission or by the other
directors selected by the members.  Such directors shall represent
primarily the interest of the general public in such associations.
The directors so nominated need not be members of the association,
but shall have the same powers and rights as other directors.  Such
directors shall not number more than one-fifth of the entire number
of directors.
13250.  The by-laws may provide that directors shall be elected for
terms of from one to five years; provided, that at each annual
election the same fraction of the total number of directors shall be
elected as one year bears to the number of years of the term of
office.
13251.  The by-laws may provide for an executive committee and may
allot to such committee all the functions and powers of the board of
directors, subject to the general direction and control of the board.