2011 California Code
Corporations Code
TITLE 1. CORPORATIONS [100 - 14551]
ARTICLE 2. General Provisions and Definitions
Section 12238
(a) Member means any person who, pursuant to a specific provision of a corporation s articles or bylaws, has the right to vote for the election of a director or directors, or possesses proprietary interests in the corporation.
(b) The articles or bylaws may confer some or all of the rights of a member, set forth in this part, upon any person or persons who do not have any of the voting rights referred to in subdivision (a).
(c) Where a member of a corporation is not a natural person, such member may authorize in writing one or more natural persons to vote on its behalf on any or all matters which may require a vote of the members.
(d) A person is not a member by virtue of any of the following:
(1) Any rights such person has as a delegate.
(2) Any rights such person has to designate or select a director or directors.
(3) Any rights such person has as a director.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
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