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Nonprofits Shareholders B Corporation

Allen Matkins

When Must A Proxy Include The "General Nature Of The Matter To Be Voted On"?

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The California Nonprofit Corporation Law defines a "proxy" as a "written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf of such member".  Cal. Corp....more

Allen Matkins

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

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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

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

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

The Superior Court Has The Authority To Determine The Validity Of Board Elections, But What About Recalls?

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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...more

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