AB 2755, as introduced, Committee on Revenue and Taxation. Nonprofit corporations: directors.
The Nonprofit Corporation Law, among other things, regulates the organization and operation of nonprofit public benefit corporations, nonprofit mutual benefit corporations, and nonprofit religious corporations and defines terms for its purposes, including, but not limited to, the term “director.”
This bill would clarify the meaning of “director” does not include a person who does not have the authority to vote as a member of the governing body.
Vote: majority. Appropriation: no. Fiscal committee: no. State-mandated local program: no.
The people of the State of California do enact as follows:
Section 5047 of the Corporations Code is
2amended to read:
Except where otherwise expressly provided, “directors”
4means natural persons, designated in the articles or bylaws or
5elected by the incorporators, and their successors and natural
P2 1persons designated, elected or appointed by any other name or title
2to act as members of the governing body of the corporation.begin delete A begin insert Ifend insert the articles
3person who does not have authority to act as a member of the
4governing body of the corporation, including through voting rights
5as a member of the governing body, is not a director as that term
6is used in this division regardless of title. However, ifend delete
7or bylaws designate that a natural person is a director or a member
8of the governing body of
the corporation by reason of occupying
9a specified position within or outside the corporation,begin insert without
10limiting that person’s right to vote as a member of the governing
11body,end insert that person shall be a director for all purposes and shall have
12the same rights and obligations, including voting rights, as the
13other directors.begin insert A person who does not have authority to vote as
14a member of the governing body of the corporation, is not a
15director as that term is used in this division regardless of title.end insert
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