News & Analysis as of

Nonprofits General Corporation Law Corporate Governance

Allen Matkins

Not Every California Corporation Is Governed By The California General Corporation Law

Allen Matkins on

The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law.   In fact, the Corporations Code...more

Allen Matkins

California Nonprofit and Cooperative Corporations Will Soon Be Able To Fix Otherwise Lawful Corporate Actions

Allen Matkins on

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....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

Don't Even Think About Trying To Enforce These Voting Agreements

Allen Matkins on

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...more

Allen Matkins

Are Religious Corporations Constitutional?

Allen Matkins on

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:...more

Allen Matkins

How A Corporation Can Become Religious Without Converting

Allen Matkins on

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...more

Allen Matkins

Want To Sell Your Membership In A Nonprofit Corporation?

Allen Matkins on

California's Nonprofit Corporation Law consists of three separate laws - the Nonprofit Public Benefit Corporation Law, the Mutual Benefit Corporation Law, and the Religious Corporation Law.  Each of these laws authorizes a...more

Allen Matkins

A Corporation May Get Religion, But Not Easily

Allen Matkins on

Section 206 of the California Corporations Code provides that a corporation organized under the General Corporation Law may engage in any "business activity", subject to any limitation contained in its articles of...more

Allen Matkins

Court Of Appeal Imposes "Continuous Directorship" Requirement For Standing

Allen Matkins on

Several provisions of California's Nonprofit Public Benefit Corporation Law confer standing on an officer, director, or member.   See Sections 5142,  5223, 5233, and/or 5710.   In an opinion issued yesterday, the Court of...more

McAfee & Taft

Flexibility for Oklahoma nonprofit corporations

McAfee & Taft on

In 2019 the Oklahoma Legislature passed, and the Governor signed into law on April 16, Senate Bill 642, which made numerous and substantial changes to the Oklahoma General Corporation Act (the “Act”) primarily relating to...more

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