Legal Question in Business Law in California

Does California Law require a minimum amount of members on the board of directors for a youth non profit sport organization or can it be any number a so long as its' written the organization's bylaws?


Asked on 1/25/12, 9:04 pm

2 Answers from Attorneys

It can be any number. There are, however, restrictions on the percentage of the directors who can be "interested" directors. So you need to make sure that you will have enough directors so there can be enough disinterested directors.

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Answered on 1/25/12, 10:33 pm
Bruce Beal Beal Business Law

The authorized number of directors shall not be less than three; provided, however, in the event the corporation has only one shareholder, the number may be one, and in the event the corporation has only two shareholders, the number may be two, and the authorized number of directors of the corporation may be changed by the board or by a majority of the outstanding shares entitled to vote; provided, however, that once the number of directors is 5 or more a bylaw or amendment of the articles reducing the fixed number or the minimum number of directors to a number less than 5 cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to more than 16-2/3 percent of the outstanding shares entitled to vote.

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Answered on 1/26/12, 9:53 am


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