Legal Question in Business Law in California

I've already asked the question about what California Law was pertaining to the

required number of members the Board of Directors can be and received two

satisfying answers. This leads me to seek an answer to another issue a fellow

board member posed: "Based on Sections 5151 and 5034, it appears a BOD cannot

amend the by-laws to change the fixed number of directors (meaning increase or

decrease the fixed number). Under Section 5034, the only way the number of

directors can be changed is through a vote of the members which would be the

players' families from what I can discern. Although not present here, there is

a rationale for this - the law doesn't want Boards changing the number of

directors to suppress an opposing view or to engage in any other shenanigans."

Keep in mind, we are a non profit 501.3(c) youth soccer organization and I am

unsure if when referring to "members" they are our families or just the actual

Board of Director members.


Asked on 1/29/12, 2:19 pm

2 Answers from Attorneys

Actually based on the information about the "no members" clause in your corporate paperwork, the board CAN change the number of directors, because you have no other "members." The families are NOT members.

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Answered on 1/29/12, 3:05 pm
George Shers Law Offices of Georges H. Shers

Members means the officially recognized people who are part of the organization. Since child can not be held to a contract, I assume that the actual "member" is their parents. Your articles of incorporation should define what a "member" is and how many votes each has. Clearly it is not limited to the BOD only because a Board member may not actually be a member of the voting population [if your board includes a manager or coach] and the section would have no meaning if it was limited to Board members.

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Answered on 1/29/12, 3:07 pm


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