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California › Nonprofits › Directors

Allen Matkins

For How Long Is That Proxy Valid?

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Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.  This is a reflection of the fact that proxies...more

Allen Matkins

Is It Possible That Some Possibilities Are Unreasonable?

Allen Matkins on

Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting...more

Allen Matkins

When Cumulative Voting Precludes Election Of Directors By Ballot

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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. ...more

Allen Matkins

Are Directors Employees And Are Their Homes Their "Workplaces"?

Allen Matkins on

There are potentially a number of ramifications to classifying a board member as employee, including whether the corporation may be entitled to obtain a workplace violence restraining order petition pursuant to Section 527.8...more

Allen Matkins

What Are The Duties Of Directors In Electing, Selecting, Or Nominating Directors?

Allen Matkins on

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. ...more

Allen Matkins

Must A Nonprofit Abnegate Private Gain?

Allen Matkins on

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...more

Allen Matkins

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

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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...more

Allen Matkins

For These Directors, There May Be No Way Out

Allen Matkins on

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...more

Allen Matkins

May A Director Properly Rely On Her Rabbi?

Allen Matkins on

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...more

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