AB 1380, as introduced, O'Donnell. Nonprofit corporations: corporation sole.
(1) The Nonprofit Corporation Law authorizes a presiding officer of a religious denomination, society, or church to form a corporation sole for the purpose of administering and managing its affairs. The law requires the Secretary of State to file articles of incorporation of a corporation sole, if the articles of incorporation conform to law.
This bill would require the Secretary of State, if he or she determines the articles of incorporation to form a corporation sole did not conform to law, to nonetheless file it if the articles of incorporation are resubmitted with an accompanying written opinion of a member of the State Bar of California that the specific provision of the articles of incorporation objected to by the Secretary of State conform to law and state the points and authorities upon which the written opinion is based.
(2) Subject to conformance with law and filing with the Secretary of State, the Nonprofit Corporation Law authorizes a chief officer of a corporation sole to amend the articles of incorporation if the amendment includes a signed and verified statement setting forth the provisions of the amendment and stating that the amendment has been duly authorized by the religious organization governed by the corporation sole. The law also requires a declaration of dissolution of a corporation sole to include, among other things, a statement that the dissolution of the corporation sole has been duly authorized by the religious organization governed by the corporation sole.
This bill would expand those provisions to also allow those statements to be duly authorized by the hierarchical religious organization or entity responsible for forming the corporation sole, or by the hierarchical religious organization or entity responsible for overseeing the corporation sole according to the rules, canons, regulations, or discipline of the religious denomination, society, or church as to which the corporation sole is affiliated.
(3) The Nonprofit Corporation Law requires any assets of a dissolved corporation sole remaining after satisfying its debts and obligations to be transferred to the religious organization governed by the corporation sole, or to trustees on its behalf, or disposed of as may be decreed by the superior court of the county in which the dissolved corporation sole had its principal office.
This bill would additionally authorize those assets to be transferred to the trustees on behalf of the corporation sole, the hierarchical religious organization or entity responsible for forming the corporation sole, or the hierarchical religious organization or entity responsible for overseeing the corporation sole according to the rules, canons, regulations, or discipline of the religious denomination, society, or church to which the corporation sole is affiliated.
(4) This bill would also make various conforming and nonsubstantive changes.
Vote: majority. Appropriation: no. Fiscal committee: yes. State-mandated local program: no.
The people of the State of California do enact as follows:
Section 10003 of the Corporations Code is
2amended to read:
The articles of incorporation shall state:
4(a) The name of the corporation.
5(b) That the officer forming the corporation is duly authorized
6by thebegin insert canons,end insert rules, regulations, or discipline of the religious
7denomination, society, or church to take such action.
8(c) The countybegin delete in this Stateend delete where the principal office for the
9transaction of the business of the corporation is located.
P3 1(d) The manner in which any vacancy occurring in the office
2of the bishop, chief priest, presiding elder, or other presiding officer
3is required to be filled by thebegin insert canons,end insert rules, regulations, or
4constitution of the denomination, society, or church.
Section 10005 of the Corporations Code is amended
6to read:
begin insert(a)end insertbegin insert end insertThe articlesbegin insert of incorporationend insert shall be signed and
8verified by the bishop, chief priest, presiding elder, or other
9presiding officer forming the corporation and shall be submitted
10to the Secretary of State for filing in hisbegin insert or herend insert office. If they
11conform tobegin delete law heend deletebegin insert law, the Secretary of Stateend insert shall file them and
12endorse the date of filing thereon. Upon the filing of the articles
13begin insert of incorporationend insert with the Secretary ofbegin delete Stateend deletebegin insert State,end insert the corporation
14sole is formed.
15(b) If the Secretary of State determines that the articles of
16incorporation submitted for filing pursuant to this section do not
17conform to law and returns it to the person submitting it, the
18articles of incorporation may be resubmitted accompanied by a
19written opinion of a member of the State Bar of California
20submitting the articles, or representing the person submitting it,
21to the effect that the specific provision of the articles of
22incorporation objected to by the Secretary of State conforms to
23law and states the points and authorities upon which the written
24opinion is based. The Secretary of State shall rely, with respect to
25any disputed point of law,
upon that written opinion in determining
26whether the articles conform to law. The date of filing in that case
27shall be the date the Secretary of State receives the articles of
28incorporation on resubmission.
Section 10010 of the Corporations Code is amended
30to read:
The chief officer of a corporation sole may at any time
32amend the articles of incorporation of the corporationbegin insert soleend insert changing
33its name, the term of its existence, its territorial jurisdiction, or the
34manner of filling any vacancy in the office thereof, and may by
35amended articles of incorporation make provision for any act or
36thing for which provision is authorized in original articles of
37incorporation ofbegin delete corporationsend deletebegin insert corporationend insert sole.
38The chief officer of the corporationbegin insert soleend insert shall sign and verify a
39statement setting forth the provisions of the amendment and stating
40that it has been duly authorized by the religious organization
P4 1governed by thebegin delete corporation.end deletebegin insert corporation sole, the hierarchical
2religious organization or entity responsible for forming the
3corporation sole, or by the hierarchical religious organization or
4entity responsible for overseeing the corporation sole according
5to the rules, canons, regulations, or discipline of the religious
6denomination, society, or church as to which the corporation sole
7is affiliated.end insert
8The amendment shall be submitted to the Secretary of State for
9begin delete filing in his office.end deletebegin insert filing.end insert If it conforms tobegin delete law heend deletebegin insert law, the Secretary
10of Stateend insert shall file it and endorse the date of filing thereon.
11Thereupon the articles are amended in the manner set forth in the
12statement.
Section 10013 of the Corporations Code is amended
14to read:
The declaration of dissolution shall set forth all of the
16following:
17(a) The name of thebegin delete corporation.end deletebegin insert corporation sole.end insert
18(b) The reason for its dissolution or winding up.
19(c) That dissolution of the corporationbegin insert soleend insert has been duly
20authorized by the religious organization governed by the
21corporationbegin delete sole.end deletebegin insert sole, by the hierarchical religious organization
22or entity responsible for forming the corporation sole, or by the
23hierarchical religious organization or entity responsible for
24overseeing the corporation sole according to the rules, canons,
25regulations, or discipline of the religious denomination, society,
26or church as to which the corporation sole is affiliated.end insert
27(d) The names and addresses of the persons who are to supervise
28the winding up of the affairs of thebegin delete corporation.end deletebegin insert corporation sole.end insert
Section 10014 of the Corporations Code is amended
30to read:
The declarationbegin insert of dissolutionend insert shall be submitted to the
32Secretary of State forbegin delete filing in his office.end deletebegin insert filing.end insert If it conforms to
33begin delete law heend deletebegin insert law, the Secretary of Stateend insert shall file it and endorse the date
34of filing thereon.begin delete Thereuponend deletebegin insert Thereupon,end insert the corporationbegin insert soleend insert shall
35cease to carry on business, except for the purpose of adjusting and
36winding up its affairs.
Section 10015 of the Corporations Code is amended
38to read:
After the debts and obligations of the corporationbegin insert sole,
40including any civil judgments against the corporation sole,end insert are
P5 1paid or adequately provided for, any assets remaining shall be
2transferred to the religious organization governed by the
3corporation sole,begin insert the trustees on behalf of the corporation sole,
4the hierarchical religious organizationend insert orbegin insert entity responsible for
5forming the corporation sole, or the hierarchical religious
6organization or entity responsible for overseeing the corporation
7sole accordingend insert
tobegin delete trustees in its behalf,end deletebegin insert the rules, canons,
8regulations,end insert orbegin insert discipline of the religious denomination, society,
9or church to which the corporation sole is affiliated, or otherwiseend insert
10 disposed of as may be decreed by the superior court of the county
11in which the dissolved corporationbegin insert soleend insert had its principal office
12upon petition therefor by the Attorney General or any person
13connected with the organization.
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