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Nonprofits California

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

Can Any Superior Court Judge Access Your Church's Books?

Allen Matkins on

The California Corporations Code allows for the incorporation of a corporation sole by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society, or church, for the purpose...more

Allen Matkins

For How Long Is That Proxy Valid?

Allen Matkins on

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

This Corporation Was Harmed Even Before It Was Incorporated!

Allen Matkins on

The Church of the Celestial Heart is a California nonprofit religious corporation seeks to import and use a sacramental tea.  It so happens that this tea, which is also called Daime or ayahuasca, carries trace amounts of a...more

Allen Matkins

Is It Possible That Some Possibilities Are Unreasonable?

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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

Allen Matkins on

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

Jenner & Block

California Supreme Court Opens Door for Nonprofits to Sue for Anticompetitive Practices

Jenner & Block on

On July 18, 2023, the California Supreme Court held as a matter of first impression that a public interest advocacy organization maintains standing to bring claims under the Unfair Competition Law (“UCL”), if it has incurred...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

Farella Braun + Martel LLP

Nonprofit Basics: How To Wind up a California Charity

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 49 of EO Radio Show summarizes the steps to wind up a charity that is a nonprofit corporation registered and operating in California....more

Allen Matkins

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

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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?

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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

Articles Of Incorporation Doom Representational Standing

Allen Matkins on

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...more

Farella Braun + Martel LLP

Nonprofit Quick Tips: Secretary of State Filings in California and Delaware

Welcome to EO Radio Show – Your Nonprofit Legal Resource. This is the first in a series of quick tip episodes, starting with the details of state registration of nonprofit corporations. With the help of our paralegal, Joe...more

Allen Matkins

California And Vice Chancellor Laster Are 180˚  Apart On The "Circle Of Confidentiality"

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In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC,  2023 WL 2417273 (Del. Ch. Mar. 9, 2023), Vice Chancellor J. Travis Laster ruled that two investment funds were within the "circle of confidentiality" that...more

Allen Matkins

The Jurisdictional Hole At The Center Of California's Proposed Decentralized Nonprofit Association Law

Allen Matkins on

Yesterday's post focused on a California bill, AB 1229 (Haney),  that would create a new Decentralized Nonprofit Association Law.  Today's post drills down on what I see as fundamental flaw in the bill.  In addition to...more

Allen Matkins

California Bill Would Create Decentralized Nonprofit Association Law

Allen Matkins on

As discussed in this recent post, Judge Larry Alan Burns recently ruled that the plaintiffs in class action had adequately pled that a distributed autonomous organization (DAO) was a partnership under California law.  Sarcuni...more

Allen Matkins

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

Allen Matkins on

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

Allen Matkins

Creditor Stung By Academy Of Motion Picture Arts And Sciences Bylaws

Allen Matkins on

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")...more

Farella Braun + Martel LLP

California’s New Pay Transparency Law and Nonprofits

Welcome to EO Radio Show – Your Nonprofit Legal Resource. Every January brings a slew of new laws that take effect at the federal and state level, and it seems that there are always new laws that affect the employer-employee...more

Allen Matkins

Governor Proposes Further DFPI Growth While Cutting DFPI Administered Grants To Nonprofits

Allen Matkins on

Article IV, Section 12(a) of the California Constitution requires the Governor within the first 10 days of the year to  submit to the Legislature, with an explanatory message, a budget for the ensuing fiscal year.  Last...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

What Is A Church? The CFL Tells How To Tell

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The word "church" has an interesting ancestry.  It most likely began as a Germanic word that entered the Greek language and then moved on to English.  The Greek word, κυριακός, means for or of an owner, master or lord (κύριος...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

For A Limited Time Only - California Is Giving Away Corporations, LLCs And More!

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 As a result of the recent enactment of California's 2022-2023 Budget Bill, the California Secretary of State's office as announced a temporary waiver of many business entity filing fees.  This waiver will last until June 30,...more

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