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LEGAL SOURCEBOOK FOR CALIFORNIA COOPERATIVES: START-UP AND ADMINISTRATION
Van P. Baldwin
Van P. Baldwin
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Errata and Updates
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(Posted January 2009) Iit should be noted that the "model" articles of incorporation should be modified to delete the words "the Incorporators and" from the "witness" sentence. Also related to the model articles, the reference to "Director" beneath each "signature line" of both the "witness" & "declaration" sections should be replaced by the typed name of each initial Director. These article changes are based upon subsequent interactions with the Secretary of State's office. |
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| RE Page 125:(Posted December 4, 2006) Related to the first sentence of Section 16.A., it should be noted that for tax years ending on or after December 31, 2006, all cooperatives subject to "Subchapter T" of the Internal Revenue Code (i.e, co-ops distributing patronage refunds) will file federal Form 1120-C as their annual tax return. Co-ops not distributing patronage refunds will continue to file federal Form 1120. RE "Subsection "a" of section 10.01."(Posted July 6, 2006) There should be a "comma" between the words "redemption" & "transfer." in subsection "a" of section 10.01. RE "ELECTRONIC COMMUNICATIONS"(Posted May 9, 2005) In the latter part of 2004, the California legislature enacted a number of provisions related to electronic communications within corporate settings. For example, meetings of a cooperative's members or Board of Directors may be held via video screen, and "notices" of meetings and "annual reports" could be sent by e-mail, assuming certain requirements are met. Although the Sample Bylaws (and related "Legal Sources and Comments")in the Sourcebook do not reflect these new provisions, generally electronic communications would not have to be provided for in the bylaws(even though it would certainly be helpful, and perhaps less confusing, to have relevant bylaw provisions guiding co-op personnel). Approximately 11 sections of the Sample Bylaws could be expanded to reflect the new electronic provisions. Generally, however, the Board of Directors may simply authorize the use of electronic communications. But, again, the Board needs to make sure that the various requirements for lawful electronic communications are followed. Page 52:(Posted January 11, 2005) In the third line of Section 5.03(b) of the “Sample Bylaws,” the word “or” should be replaced by “of.” Page 110: Due to a recent change in the Internal Revenue Code, any distribution of dividends on capital no longer reduces the amount of surplus available for the distribution of patronage refunds, assuming that the cooperative’s governing documents do not provide otherwise. This law change is effective for tax years beginning after October 22, 2004, and could result in significant tax savings for at least some co-ops. Cooperatives distributing patronage refunds should review all relevant documents (e.g., bylaws) to determine whether any amendments are needed. Page 129: The footnote (“10” re Chapter 12) related to the above change in the tax law should now read “Internal Revenue Code section 1388(a), as amended in 2004.” Back to: A LEGAL SOURCEBOOK FOR CALIFORNIA COOPERATIVES |
Rural Cooperatives Center, Department of Agricultural and Resource Economics
One Shields Avenue, University of California, Davis, California 95616 USA
Tel: (530) 752-2408 Fax. (530) 752-5451 Email: ruralcoops@ucdavis.edu