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 §...
California Nonprofit and Cooperative Corporations Will Soon Be Able To Fix Otherwise Lawful Corporate Actions
Posted on September 08, 2023
What Are The Duties Of Directors In Electing, Selecting, Or Nominating Directors?
Posted on August 18, 2023
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...
Articles Of Incorporation Doom Representational Standing
Posted on June 21, 2023
The Short Term Rental Alliance of San Diego is an advocacy and education organization whose members include landlords and hosts with at least one single-family short-term rental property located in the “San Diego Coastal Overlay.” It is a nonprofit...
Creditor Stung By Academy Of Motion Picture Arts And Sciences Bylaws
Posted on February 27, 2023
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...
Are Religious Corporations Constitutional?
Posted on August 31, 2022
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),...
How A Corporation Can Become Religious Without Converting
Posted on August 15, 2022
Although I have yet to encounter the situation, California provides a mechanism for a corporation formed under the General Corporation Law to become a nonprofit religious corporation. Since religion is involved, it may come as a surprise that no...
Must A Nonprofit Abnegate Private Gain?
Posted on June 28, 2022
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...
May A Director Properly Rely On Her Rabbi?
Posted on May 02, 2022
In prescribing the duties of directors, California Corporations Code Section 309 provides that a director is entitled to rely on information, opinions, reports or statements prepared or presented by "counsel, independent accountants or other persons...
Volunteer Loses Bid For Employee Classification
Posted on December 20, 2021
Nonprofit organizations depend heavily upon their volunteers. What if a court were to hold that volunteers were in fact employees entitled to minimum and overtime wages, meal and rest breaks, wage statements and other benefits required by law? The...
