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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 116215
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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If the State holds the board responsible......... 7210.

Customer Question

If the State holds the board responsible.........

7210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members(Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.

http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp&codebody=&hits=20

and the membership decides on a "proper matter" .........

7511. (a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given not less than 20 days before the meeting. Subject to subdivision (f), and subdivision (b) of Section 7512, the notice shall state the place, date and time of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21) or electronic video screen communication, if any, by which members may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the regular meeting, those matters which the board, at the time the notice is given, intends to present for action by the members, but, except as provided in subdivision (b) of Section 7512, any proper matter may be presented at the meeting for the action. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to members.

and the board states it's disapproval of the membership decision, does the membership decision stand, and is the board no longer responsible for that particular decision?
Can the membership make these decisions without the board having delegated authority to the membership?

7510. (e) Special meetings of members for any lawful purpose may be called by the board, the chairman of the board, the president, or such other persons, if any, as are specified in the bylaws. In addition, special meetings of members for any lawful purpose may be called by 5 percent or more of the members.

Can the membership make these decisions after the board states it's desire to resume direct board responsibility?
Submitted: 6 years ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 6 years ago.
There are multiple things happening in your question. First, it all depends on what the membership passes as to whether or not the board can decide to override it as the ultimate corporate authority. If the members pass a bylaw through the lawful process, then the bylaw is official and must be followed by the board. The board is still liable for enforcing and following the bylaws of the association so they cannot just say that they are not responsible because the members passed the bylaw. In fact, the board becomes more liable for not following the bylaw properly and legally passed by the membership.


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