Must A Board Of Directors Authorize The Filing Of A Lawsuit On The Corporation's Behalf?

The St. Mary's case involved a suit by religious corporation against its former board of directors.  The defendants argued that the corporation lost standing when the president who had verified the complaint resigned during trial.  The Court of Appeal didn't buy it:

The Court also noted that Section 446 of the Code of Civil Procedure does not require board authorization.  ("When a corporation is a party, the verification may be made by any officer thereof.").  Finally, the Court found that the allegation that the plaintiff was a California corporation is sufficient to establish the right to sue. (citing Friendly Village Community Association v. Silva & Hill Construction Co. (1973) 31 Cal.App.3d 220, 224 (Friendly Village), citing California Steam Navigation Co. v. Wright (1856) 6 Cal. 258, 261.).

Note to readers:  Rule 8.115 of the California Rules of Court prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as may be specified in that rule.