Creditor Stung By Academy Of Motion Picture Arts And Sciences Bylaws

When a judgment creditor sought delivery of her debtor’s Oscar statuette, under the Enforcement of Judgments Law (EJL). (Code Civ. Proc., § 680.010 et seq., the Academy of Motion Picture Arts and Sciences ("AMPAS") intervened.  Juarez v. Ward, 2023...

Don't Even Think About Trying To Enforce These Voting Agreements

The California Nonprofit Corporation Law is actually three different laws - the Nonprofit Public Benefit Corporation Law (Part 2), the Nonprofit Mutual Benefit Corporation Law (Part 3), and the Nonprofit Religious Corporation Law (Part 4). Part 1 of...

Must A Nonprofit Abnegate Private Gain?

The California Corporations Code includes provisions governing a wide variety of nonprofit organizations. However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious corporations. While the drafters...

Mark Your Ballot With Care Because There May Be No Taking It Back

Section 603 of the California Corporations Code provides generally for shareholder action by written consent, unless otherwise prohibited in the articles of incorporation. Subdivision (c) of that statute provides that a consent may be revoked...

"Refusal To Acquiesce" To Director's Removal Results In Multimillion Dollar Damage Award

A recent holding by the Second District Court of Appeal is a cautionary tale for directors who fail to acquiesce to a director's removal from the board.  Association for Los Angeles Deputy Sheriffs v. Macias, 63 Cal. App. 5th 1007 (2021). The case...

Director Found To Have Breached His Fiduciary Duty By Sharing Corporation's Privileged Information With His Personal Attorney

A homeowner in a common interest development sued the homeowner association and two of its directors and the directors employers. The directors were employed by two related companies engaged in the development and support of common interest...

What Kind Of California Corporation Must Include A Salary Limitation In Its Articles Or Bylaws?

I suspect that at least a few California corporate lawyers are unaware of a provision in the California Corporations Code requiring the articles or bylaws of certain corporations to contain a limitation on the salaries paid to the persons operating...

1