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...

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 drafters...

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 there...

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). On...

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