part or parts thereof; or any two or more coöperative corporations organized under this title, upon resolutions, adopted by their respective board of directors, may, for the purpose of more economically carrying on their respective businesses, by agreement between them, unite in employing and using, or several associations may separately employ and use, the same methods, means and agencies, for carrying on and conducting their respective businesses. 4. Any association formed or consolidated under this title may be dissolved and its affairs wound up voluntarily by the written request of members representing two thirds of the total votes, in the manner and with the effect provided in section 653j of this code, except that the moneys remaining after liquidation shall be divided among the members in proportion to their property interests therein. New section; added February 12, 1909; stats. 1909, p. 19; in effect in sixty days. Amendment of articles of incorporation. § 653r. Any corporation, whether stock or membership, heretofore incorporated under the laws of this state for the purpose of engaging in and carrying on the business specified in section 653m of this title, the stockholders or members of which would be entitled to incorporate under the provisions of this title, may, by the unanimous written assent or vote of all the stockholders or members, amend its articles of incorporation to conform to the provisions of this title in the manner and with the effect provided in section 362 of the Civil Code, and from the time of filing the amended articles, such corporation shall have the same powers as if it had originally incorporated under the provisions of this title; provided, however, that the debts, obligations, and other liabilities against such corporation or against the members or the stockholders thereof, existing at the time of such amendment, shall not be discharged or their collection or enforcement otherwise impaired; and provided further, that the respective property interests of the several stockholders by virtue of their ownership of shares of stock therein, or the several members by virtue of their membership therein, and also the voting power of each of them, shall be determined and fixed by the amended articles of incorporation in accordance with the provisions of subdivision 6 of section 6530, but which rights shall be subject to the right of the association to admit new members. New section; added February 12, 1909; stats. 1909, p. 19; in effect in sixty days. Quo warranto. § 6538. The right of an association claiming to be organized and incorporated and carrying on its business under this title, to do and to continue its business, may be inquired into by quo warranto at the suit of the attorney general, but not otherwise. New section; added February 12, 1909; stats. 1909, p. 20; in effect in sixty days. TITLE XXII. [Title XXII added April 13, 1909; stats. 1909, p. 854.] Non-Profit Co-operative Corporations. SEC. 653t. Formation and purposes of. 653y. Amendment of articles of incorporation. 6532. Quo warranto. 6532a. Particular corporations. 6532b. Voting. Formation and purposes of. § 653t. Non-profit coöperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in this title. A majority of such persons must be residents of this state, and such corporation shall have and may exercise the powers authorized by this title, and the powers necessarily incident thereto, and also all other powers granted to private corporations by the laws of this state, excepting such powers as are inconsistent, with those granted by this title. New section; added April 13, 1909; stats. 1909, p. 854; in effect in sixty days. Membership. § 653u. Such corporation shall not have a capital stock, and its business shall not be carried on for profit. Any person or any number of persons including and in addition to the original incorporators, may become members of such corporation upon such terms and conditions as to membership, and subject to such rules and regulations as to their, and each of their, contract and other rights and liabilities between it and the member, as the said corporation shall prescribe in its by-laws. The corporation shall issue a certificate of membership to each member, but the said membership, or the said certificate thereof, shall not, except as herein provided, be assigned by a member to any other person, nor shall the assigns thereof be entitled to membership in the corporation, or to any property rights or interest therein, nor shall a purchaser at execution sale, or any other person who may succeed, by operation of law or otherwise, to the property interests of a member, be entitled to membership, or become a member of the corporation by virtue of such transfer. The board of directors may, however, by motion duly adopted by it, consent to such assignment or transfer, and to the acceptance of the assignee or transferee as a member of the corporation. The corporation shall also have the right, by its by-laws, to provide for or against the transfer of membership and for or against the assignment of membership certificates, and also the terms and conditions upon which any such transfer or assignment shall be allowed. New section; added April 13, 1909; stats. 1909, p. 854; in effect in sixty days. Articles of incorporation. § 653v. Each corporation formed under this title must prepare and file articles of incorporation in writing setting forth: 1. The name of the corporation. 2. The purpose for which it is formed. 3. The place where its principal business will be transacted. 4. The term for which it is to exist, not exceeding fifty years. 5. The number of directors thereof, which must not be less than three and which may be any number in excess thereof, and the names and residences of those selected for the first year and until their successors shall have been elected, and shall have accepted office. 6. Whether the voting power and the property rights and interest of each member shall be equal or unequal, and if unequal the articles shall set forth a general rule or rules applicable to all members by which the voting power and the property rights and interests, respectively, of each member may and shall be determined and fixed, but the corporation shall have power to admit new members who shall be entitled to vote and to share in the property of the corporation with the old members, in accordance with such general rule. 7. Said articles of incorporation shall be subscribed by three or more of the original members, a majority of whom must be residents of this state, and acknowledged by each before some officer authorized to take and certify acknowledgments of conveyances of real property, and shall be filed in all respects in accordance with the provisions of section 296 of this code, and thereupon the secretary of state shall issue to the corporation, over the great seal of the state, a certificate that a copy of the articles containing the required statement of facts has been filed in his office, and thereupon the persons signing the articles and their associaties and successors shall be a body politic and corporate by the name stated in the certificate. When so filed, the said articles of incorporation or certified copies thereof shall be received in all the courts of this state, and other places, as prima facie evidence of the facts contained therein. New section; added April 13, 1909; stats. 1909, p. 855; in effect in sixty days. By-laws. § 653w. Each corporation incorporated under this title must, within one month after filing articles of incorporation, adopt a code of by-laws for its government and management not inconsistent with the provisions of this title. A majority vote of the members or the written assent of members representing a majority of the votes is necessary to adopt such by-laws. The provisions of sections 303 and 304 of this code, which are not inconsistent with the provisions of this title, shall apply to the by-laws of the corporation provided for in this title. Each corporation organized hereunder may also, by its by-laws adopted as aforesaid, provide for the following matters: 1. The manner of removal of any one or more of its directors and of filling any and all vacancies in the board of directors. 2. The conditions upon which and the time when membership of any member in the corporation shall cease; the mode, manner and effect of expulsion of a member, subject to the right of the expelled member to have the board of directors equitably appraise his property interests in the corporation and to fix the amount thereof in money, and to have the money paid to him within sixty days after such expulsion. 3. The amount of membership fee, if any, and 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 corporation, and also the compensation, if any, to be paid by each member for any services rendered by the corporation to him, and the time of payment and the manner of collecting the same, and may provide for forfeiture of the interest of the member in the corporation for non-payment of the same. 4. The number and qualifications of members of the corporation and the conditions precedent to membership and the method, time and manner of permitting members to withdraw, and providing for the assignment and transfer of the interest of members, and the manner of determining the value of such interest and providing for the purchase of such interest by the corporation upon the death, withdrawal or expulsion of a member or upon the forfeiture of his membership, at the option of the corporation. New section; added April 13, 1909; stats. 1909, p. 855; in effect in sixty days. Powers of corporation. § 653. Each corporation incorporated under this title shall have the powers granted by the provisions of this code and other laws of California, relating to private corporations, which are not inconsistent with those granted by this title, and shall also have the following powers: 1. To appoint such agents and officers as its business may require, and such appointed agents may be either persons or corporations; to admit persons and corporations to membership in the corporation, and to expel any member pursuant to the provisions of its by-laws; to forfeit the membership of any member for violation of any agreement between him and the corporation or for his violation of its by-laws. 2. To purchase, lease or otherwise acquire, hold, own and enjoy, to sell, lease, mortgage and otherwise encumber and dis |