The Vote Was 21 to 20; So Why Didn't This Motion Pass?

San Francisco's Chinese Consolidated Benevolent Association (CCBA) was formed during California's Gold Rush. At the time, China was ruled by an emperor. After the abdication of the Emperor Pu Yi in 1912, China became the Republic of China. In 1949,...

Does The Business Judgment Rule Extend To A Board's Interpretations?

The California Supreme Court has adopted a rule of deference to most decisions made by community association boards:

Governor Green Lights Bill Authorizing Immortal Ex Officio Directors

California's Nonprofit Corporation Law embraces several different types of nonprofit corporations. Part 1 of the Nonprofit Corporation Law includes provisions that are applicable to three categories of nonprofit corporations - public benefit, mutual...

A Corporation May Be A Corporation Sole But It Still Won't Have A Soul

Professor Stephen Bainbridge recently wrote about the nearly fifty year-old case of Roman Catholic Archbishop v. Superior Court, 93 Cal. Rptr. 338 (1971) in which the court rejected the plaintiff's claim that the Archbishop was the alter ego of a...

Multifarious Meanings of "Person"

Last Friday, I observed that the definitions of "person" found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious. Section 18 of the Code, which applies to the...

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