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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 111450
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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Thank you excellent services. I've utlized it attempting to

Customer Question

Thank you for your excellent services. I've utlized it attempting to resolve other issues.
My shool district is attempting to modify, reestablish, or resurrect its education foundation.
Question (1) If a California Non-Profit Public Benefit Corporation 501(c)(3) that according to its bylaws is to conduct annual meetings and has failed to do so, what happens to its status?
Question (2) With three Board members, if a quarum cannot be established due to the absense of or non availbility of at least 2 Board members, what is the corporate status?
In this case, the Superintendent of the school district is the ex-officio of the board. Accordng to the Artices and By-laws, he/she has the power to apoint all board members and approve all business. The Supt. is available and (1) wishes to ressurect the corporation, and (2) withdraw or minimize his/her powers including the power to appoint other Board members.
Question (3): After providing notice to existing Board (if they can be found) Can he/she desolve old board due lack of response, re-appoint a new Board, convene a meeting w/ a quorom, identify wishes of new board, vote, and submit amended Articles and Bylaws to State?
Thnak you!!!
Ted Johnson
Submitted: 1 year ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 1 year ago.

Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.

1) The state of CA never knows whether or not a non-profit is complying with their bylaws unless someone files suit to dissolve the non-profit or to force compliance. As long as the non-profit has submitted their annual paperwork as required and submitted their tax forms to the Franchise Tax Board, they remain in good status.

2) If a quorum cannot be met, then a majority of the board present can adjourn any meeting and can continue to reschedule it until a quorum is present. If there cannot be a quorum, then no actions can be taken. If the bylaws allow for appointment of board members, then the superintendent needs to appoint the members.

Once the board is reestablished, then to change the superintendent's powers and also to reduce the quorum so business can be conducted if members cannot attend, the bylaws have to be rewritten and new bylaws enacted and passed in accordance with the bylaws to get the organization's operation rules changed.

3) If the superintendent has power to approve and appoint the board, yes, he can replace the board with new members to reinstate the non-profit, following the process in the bylaws and then vote and amend the articles and bylaws.