Legal Question in Business Law in California

I belong to a non-profit mutual benefit corporation. We only had one slate of candidates nominated for Officers & Directors of the Board for the new term of 2011-12. Do we still have to send out ballots to the membership to vote for this one slate of candidates or can we confirm the candidates for the Board of Directors at our upcoming Annual General Meeting provided a quorum is present?


Asked on 8/19/10, 12:02 pm

3 Answers from Attorneys
John R. Browning, Esq. [email protected] (949 234-6266)

it depends on how your bylaws are written.

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Answered on 8/24/10, 12:10 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

It may depend to some extent on how your bylaws are written, but there is also a lengthy and somewhat compex statutory scheme with which an NPMBC must comply. Due to the number of possibly-applicable statutes and the variability of the requirements based on, for example, the size of the NPMBC (in number of members), it is best if the current directors look up, print out or copy at a law library, and read the applicable sections of the Corporations Code.

With respect to voting for directors, at a minimum review Corps. Code sections 7220, 7513, and 7521-7525.

As to officers, their selection is generally different from the selection of officers. See Corps. Code section 7213, especially subpart (b), which provides that the directors select the officers unless the bylaws or articles of incorporation provide otherwise.

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Answered on 8/24/10, 1:07 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

I meant, "As to officers, their selection is generally different from the selection of directors."

Also, in the first sentence, "complex," not "compex."

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Answered on 8/25/10, 6:41 am


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