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In the State of California, the rules for calling special meetings of members or shareholders of a nonprofit corporation are generally governed by the California Corporations Code. Here are the key points:
Nonprofit Public Benefit Corporations
– Who Can Call a Special Meeting: Special meetings of members can be called by the board, the chair of the board, the president, or by 5% or more of the members.
– Notice Requirements: Notice of the meeting must be given to all members entitled to vote at least 10 days but not more than 90 days before the meeting. The notice must state the general nature of the business to be transacted.
Nonprofit Mutual Benefit Corporations
– Who Can Call a Special Meeting: Similar to public benefit corporations, special meetings can be called by the board, the chair of the board, the president, or by 5% or more of the members.
– Notice Requirements: The notice requirements are the same as for public benefit corporations, with the notice needing to be given at least 10 days but not more than 90 days before the meeting and stating the general nature of the business to be transacted.
Nonprofit Religious Corporations
– Who Can Call a Special Meeting: The provisions are similar to those for public benefit and mutual benefit corporations. Special meetings can be called by the board, the chair of the board, the president, or by 5% or more of the members.
– Notice Requirements: The notice must be given at least 10 days but not more than 60 days before the meeting and must state the general nature of the business to be transacted.
General Provisions for All Nonprofit Corporations
– Bylaws: The bylaws of the corporation can provide different provisions for calling special meetings and notice requirements, so it is important to review the specific bylaws of the nonprofit corporation.
– Waiver of Notice: Members may waive the notice requirement, either before or after the meeting. Attendance at a meeting constitutes a waiver of notice unless the member objects to the lack of notice at the beginning of the meeting.
Procedure to Call a Special Meeting
1. Written Request: Members who want to call a special meeting must submit a written request to the board, specifying the general nature of the business proposed to be transacted.
2. Notice by the Board: Upon receipt of the written request, the board must cause notice to be given to all members entitled to vote at the meeting within 20 days of receipt of the request.
3. Meeting Date: The special meeting must be held not less than 35 days nor more than 90 days after receipt of the request by the board.
Understanding these rules helps ensure that special meetings are called and conducted properly according to California law and the corporation’s governing documents. California’s laws regarding the business operations and management of nonprofit corporations are primarily found in the California Corporations Code. Here are the specific sections where you can find the relevant laws:
California Corporations Code
1. Nonprofit Public Benefit Corporations:
– Sections 5110-6910: These sections cover general provisions, formation, articles of incorporation, bylaws, membership, directors and management, meetings, records, and other operational aspects.
– See https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml lawCode=CORP&division=2.&title=1.&part=&chapter=&article=
2. Nonprofit Mutual Benefit Corporations:
– Sections 7110-8910: These sections include provisions on formation, membership, meetings, directors, officers, records, and other operational requirements.
– See https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?lawCode=CORP&division=2.&title=1.&part=3.&chapter=&article=
3. Nonprofit Religious Corporations:
– Sections 9110-9690: These sections detail the formation, membership, directors, officers, meetings, records, and other aspects of religious nonprofit corporations.
– See https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?lawCode=CORP&division=2.&title=1.&part=4.&chapter=&article=
4. Nonprofit Cooperative Corporations:
– Sections 12200-12704: These sections govern the formation, operation, and dissolution of nonprofit cooperative corporations.
– See https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?lawCode=CORP&division=3.&title=1.&part=&chapter=&article=
Additional Resources
– California Attorney General’s Guide for Charities: This guide provides an overview of the responsibilities of nonprofit organizations and includes information on compliance with California law.
– See https://oag.ca.gov/charities/publications
– Secretary of State: The California Secretary of State’s website provides resources, forms, and information for nonprofits operating in California.
– See https://www.sos.ca.gov/business-programs/nonprofits
The full text of the California Corporations Code can be accessed online through the California Legislative Information website. You can search for specific sections or browse the relevant divisions and parts to find detailed information about nonprofit corporation laws. See https://leginfo.legislature.ca.gov/faces/codes.xhtml. These resources provide comprehensive guidelines and regulations for the formation, operation, and management of nonprofit corporations in California.