Are Religious Corporations Constitutional?

Like Gaul, the California Nonprofit Corporation Law has three major parts ("Gallia est omnis divisa in partes tres').  These three parts govern the formation and operation of three different types of nonprofit corporations: public benefit (Part 2),...

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...

Nonprofit Corporations Need Not File One Of These . . .

Section 17910 of the California Business & Professions Code requires every person who regularly transacts business in California for profit under a fictitious business name to file a fictitious business name statement.  Failure to do so, will...

Don't Go Out On A Limb And Seek Enforcement Of These Voting Agreements

California has multiple types of nonprofit corporations.  The "Big Three" are the public benefit corporation, mutual benefit corporation and religious corporation.  The statutes applicable to these three entities are similar in most respects but...

For These Directors, There May Be No Way Out

The California General Corporation Law provides that any director may resign effective upon giving notice to certain specified persons, unless the notice specifies a later time for the effectiveness of his or her resignation.  Cal. Corp. § 305(d). ...

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...

Want To Sell Your Membership In A Nonprofit Corporation?

California's Nonprofit Corporation Law consists of three separate laws - the Nonprofit Public Benefit Corporation Law, the Mutual Benefit Corporation Law, and the Religious Corporation Law.  Each of these laws authorizes a corporation to admit...

Incorporating Your Club Requires No Conversion

Often a club or other  will begin informally without formal incorporation.  In California, such an unincorporated club or group, whether organized for profit or not, is classified as an "unincorporated association" and it will be governed by...

"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...

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