Changes to non-profit laws California AB1233. I work at a non-profit 501c3 school incorporated in California. The board of directors has never let the ex-officio members vote. Does AB1233 apply to this school where the laws have changed allowing ex-officio members the same rights as directors including voting?If so, then has the board been in violation of the law and do the votes count for the past two+ years that have been ignored?
No, the change in the law does not provide for ex-offico members to have the same voting rights as directors. Here is what changes the law provides. It does not include voting rights for ex-officio members: AB 1233 makes many changes to the California Corporations Code as applied to nonprofit and cooperative corporations, notably:
Here is the link to the complete code section:
I am referring to this paragraph:5047. Except where otherwise expressly provided, "directors" means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected or appointed by any other name or title to act as members of the governing body of the corporation. A person who does not have authority to act as a member of the governing body of the corporation, including through voting rights as a member of the governing body, is not a director as that term is used in this division regardless of title. However, if the articles or bylaws designate that a natural person is a director or a member of the governing body of the corporation by reason of occupying a specified position within or outside the corporation, that person shall be a director for all purposes and shall have the same rights and obligations, including voting rights, as the other directors.It seems tso me that because the principal and assistant principal are members of the board, they, by this law, are allowed to vote.
So, look at the sentence that begins However . . . What that is saying is if the bylaws state that the Principal and Assistant Principal shall be voting members of the board of directors, they do not have to be specifically voted in as a director, they get a vote by virtue of the fact that they hold the postions of Principal and Assistant Principal. Normally those officers wouldn't have a vote on the board unless they were directors too. What the 2009 law is saying is that you can put in your bylaws that whoever holds the position of Principal will have a vote on the board of directors.If that provision is in your bylaws, then they get to vote. If it is not, then they would not have a vote unless they were also specifically elected as a director.I think this clarifies it. Please press the green ACCEPT button now. Thank you.
I want to know if the bylaws do not specifically state that an ex-officio votes, but it has been assumed, can they now vote with the law AB1233?Also, the organization has adopted Robert's Rules of Order which states that ex-officio members may vote. If the bylaws don't state it, or even if they DO, and they also follow Robert's Rules of Order, that appears to be a conflict.
The California law says that the articles or bylaws must specify that the person is a director by virtue of the position that they hold. So, it must be in the articles and bylaws, or else it would not give the ex officio offiers the right to vote as a director. The California law would preempt Roberts Rules of Order, which was not written specifically for California.
Experienced business lawyer.
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