This Corporation Was Harmed Even Before It Was Incorporated!
The Church of the Celestial Heart is a California nonprofit religious corporation seeks to import and use a sacramental tea. It so happens that this tea, which is also called Daime or ayahuasca, carries trace amounts of a Schedule I chemical. After...
If Harvard Is A Corporation, Does Its Board Owe Fiduciary Duties?

Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard Corporation recently...

Is It Possible That Some Possibilities Are Unreasonable?

Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting rights or provide an...

When Cumulative Voting Precludes Election Of Directors By Ballot

The California Nonprofit Mutual Benefit Corporation Law contemplates three different methods for members to take action: at a meeting, by ballot, and by unanimous written consent. Cal. Corp. Code §§ 7512(a), 7513 & 7516. Although the California...

Does An Exchange Of Emails Constitute A Board Meeting?

Under the California General Corporation Law, a board of directors can take action in two different ways - at a meeting or by unanimous written consent.  See Cal. Corp. Code § 307.  Over a decade ago, I posed the question of whether a director could...

California Nonprofit and Cooperative Corporations Will Soon Be Able To Fix Otherwise Lawful Corporate Actions

In 2022, the California legislature enacted amendments to the California General Corporation Law allowing corporations formed under that law to ratify or validate otherwise lawful corporate actions.   2022 Cal. Stats.  Ch. 217.  See Cal. Corp. Code §...

What Are The Duties Of Directors In Electing, Selecting, Or Nominating Directors?

Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law. The Nonprofit Corporation...

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...

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