(a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or used by any person for any purpose not reasonably related to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:

(1) Used to solicit money or property unless such money or property will be used solely to solicit the vote of the members in an election to be held by their corporation; or

Terms Used In California Corporations Code 12608

  • Corporation: as used in this part means a corporation which is organized under, or subject to this part, including a central organization. See California Corporations Code 12232
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Person: includes a corporation as well as a natural person. See California Corporations Code 18

(2) Used for any purpose which the user does not reasonably and in good faith believe will benefit the corporation; or

(3) Used for any commercial purpose or purpose in competition with the corporation; or

(4) Sold to or purchased by any person.

(b) Any person who violates the provisions of subdivision (a) shall be liable for any damage such violation causes the corporation and shall account for and pay to the corporation any profit derived as a result of said violation. In addition, a court in its discretion may award exemplary damages for a fraudulent or malicious violation of subdivision (a).

(c) Nothing in this article shall be construed to limit the right of a corporation to obtain injunctive relief necessary to restrain misuse of a membership list or any part thereof.

(d) In any action or proceeding under this section, a court may award the corporation reasonable costs and expenses, including reasonable attorneys’ fees in connection with such action or proceeding.

(e) As used in this section, the term “membership list” means the record of all the members’ names and addresses.

(Amended by Stats. 1996, Ch. 589, Sec. 53. Effective January 1, 1997.)

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