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...

Articles Of Incorporation Doom Representational Standing
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...
The Superior Court Has The Authority To Determine The Validity Of Board Elections, But What About Recalls?

Section 709 of the California Corporations Code provides a mechanism for "any shareholder" or "any person who claims to have been denied the right to vote" to obtain a determination by the Superior Court of the validity of any election or...

"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...

Home On The Grange

As a child, I was always puzzled when I saw a Grange Hall.  Was Grange a misspelling of "range"?  If not, what was a "grange"?  Only later did I learn that "grange" was derived from the Latin word, granum, meaning a seed. The word forms part of the...

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