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HomeCorporations CodeCh. 1Art. 5§ 5152 Delegates Authority And Voting

§ 5152 Delegates Authority And Voting

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

§ 5152 Delegates Authority And Voting

Key Takeaways

  • •A company can let a group of people (called delegates) make decisions for all the members.
  • •The company's rules must say how long delegates work, how to pick or remove them, and how they meet.
  • •Each delegate gets one vote, and they can't let someone else vote for them.
  • •Delegates can have a different name, like 'reps' instead of 'delegates'.

Example

A big club with 1,000 members picks 10 delegates to make decisions for everyone.

The club's rules say how the 10 delegates are chosen, how long they serve, and how they meet to vote. Each delegate gets one vote, and they can't send someone else to vote for them.

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

Official Source
View on CA.gov

§ 5152 Delegates Authority And Voting

A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws shall set forth delegates’ terms of office, any reasonable method for delegates’ selection and removal, and any reasonable method for calling, noticing, and holding meetings of delegates, may set forth the manner in which delegates may act by written ballot similar to Section 5513 for written ballot of members, and may set forth the manner in which delegates may participate in meetings of delegates similar to paragraph (6) of subdivision (a) of Section 5211 for meetings of directors. Each delegate shall have one vote on each matter presented for action. A delegate shall not vote by proxy. Delegates may be given a name other than “delegates.” (Amended by Stats. 2021, Ch. 523, Sec. 7. (AB 663) Effective January 1, 2022.)

Last verified: January 23, 2026

Key Terms

delegatesbylawsterms of officewritten ballotvote by proxy

Related Statutes

  • § 7152 Corporate Delegate Authority Rules
  • § 12332 Delegates Authority And Election
  • § 9152 Corporate Delegate Authority Rules
  • § 5150 Bylaw Adoption And Amendment
  • § 5153 Voting By Chapter Or Region

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 5152.
View Official Source