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HomeCorporations CodeCh. 8§ 12503 Class Amendment Approval Rules

§ 12503 Class Amendment Approval Rules

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 12503 Class Amendment Approval Rules

This law says that if a company wants to change its rules in a way that hurts a group of members more than others, that group must agree to the change.

Key Takeaways

  • •If a change hurts one group of members more than others, that group must agree to it.
  • •This includes changes like taking away rights, adding more members, or creating new groups.
  • •Even if the rules don’t normally let a group vote, they still get to vote if the change hurts them.

Example

A club has two types of members: gold and silver. The club wants to take away voting rights from gold members but not silver members.

The gold members must agree to this change because it hurts them more than the silver members.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 12503 Class Amendment Approval Rules

(a) An amendment shall also be approved by the members (Section 12224) of a class, whether or not the class is entitled to vote thereon by the provisions of the articles, if the amendment would do any of the following: (1) Materially and adversely affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer, or the obligations of that class, in a manner different than such action affects another class. (2) Materially and adversely affect such class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class. (3) Increase the number of memberships authorized for the class. (4) Increase the number of memberships authorized for another class. (5) Effect an exchange, reclassification or cancellation of all or part of the memberships of the class. (6) Authorize a new class of memberships. (b) An amendment shall also be approved by the members of a series whether or not the series is entitled to vote thereon by the articles or bylaws if the series is adversely affected by the amendment in a different manner than other shares of the same class. (Amended by Stats. 2013, Ch. 538, Sec. 10. (AB 1255) Effective January 1, 2014.)

Last verified: January 10, 2026

Key Terms

amendmentmembersclassrightsprivilegesmemberships

Related Statutes

  • § 12501 Amending Articles Before Directors
  • § 7811 Amending Articles By Incorporators
  • § 12246.2 Membership Series Classification Rules
  • § 12421 Equal Membership Rights
  • § 5330 Membership Rights And Classes

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12503.
View Official Source