Article 5. Bylaws of California Public Utilities Code >> Division 1. >> Part 4. >> Chapter 1. >> Article 5.
Each association shall, within 30 days after its
incorporation, adopt for its government and management a code of
bylaws that is not inconsistent with this chapter. The vote or
written assent of the members that hold at least a majority of the
voting power is necessary to adopt the bylaws and is effective to
repeal or amend the bylaws or to adopt additional bylaws.
The power to repeal and amend the bylaws, and to adopt new bylaws,
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.
The bylaws may prescribe the time, place, and manner of
calling and conducting meetings. Meetings of members shall be held at
the place specified in the bylaws or, if no such provision is made,
the meetings shall be held in the city where the principal place of
business is located at a place designated by the board of directors.
Meetings of the board of directors may be held at any place within or
outside the state which is fixed by a majority of the board of
directors, unless otherwise provided in the articles of incorporation
The bylaws may prescribe the number of stockholders or
members which constitutes a quorum.
The bylaws may prescribe the right of members to vote by
proxy or by mail, or both; the conditions, manner, form, and effects
of their votes; the right of members to cumulate their votes; and the
prohibition, if desired, of cumulative voting.
The bylaws may prescribe the number of directors which
constitutes a quorum.
(a) The bylaws may prescribe the qualifications,
compensation, duties, and term of office of the directors and
officers and the time of their election.
(b) The number of directors set forth in the articles of
incorporation shall be either a fixed number or a variable number. If
a fixed number, it shall not be less than three. If a variable
number, the stated minimum shall not be less than three and the
stated maximum shall not be more than two times the stated minimum
(c) The number of directors may also be set forth in the bylaws
either as a fixed number or as a variable number subject to the same
limitations as in subdivision (b). After members have been admitted,
any adoption or amendment of the bylaw provision shall be subject to
approval pursuant to Section 152 of the Corporations Code.
(d) In the event of an inconsistency between an article provision
referred to in subdivision (b) and a bylaw provision referred to in
subdivision (c), the provision more recently adopted or amended shall
(e) If a variable number of directors is set forth in the articles
of incorporation or the bylaws, the exact number of directors shall
be fixed, within the limits specified, by approval of the board of
directors or by the members pursuant to Section 153 of the
Corporations Code in the manner designated in the bylaws.
The bylaws may prescribe penalties for violations of the
The bylaws may prescribe the amount of entrance,
organization, and membership fees, if any; the manner and method of
collection of these fees; and the purposes for which they may be
The bylaws may prescribe 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 or for services rendered by the association 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.
The bylaws may prescribe the amount of any dividends which
may be declared on the stock or membership capital, which shall not
exceed 8 percent per annum, shall be in the nature of interest, and
shall not affect the nonprofit character of any association.
The bylaws may prescribe the number and qualification of
members of the association and the conditions precedent to
membership; the method, time, and manner of permitting members to
withdraw or to transfer their stock; the manner of assignment and
transfer of the interest of members; the conditions upon which, and
time when, membership of any member shall cease; the automatic
supsension of the rights of a member who ceases to be eligible for
membership in the association; and the mode, manner, and effect of
the expulsion of a member.
The bylaws may prescribe 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 membership or, at the option
of the association, the purchase at a price fixed by conclusive
appraisal by the board of directors. In case of the expulsion of a
member, and where the bylaws do not provide any procedure or penalty,
the board of directors shall equitably and conclusively appraise the
member's property interest in the association and shall fix the
amount of that property interest in money, which shall be paid to the
member within one year after expulsion.