The Executive - May/June 2015 - (Page 19)

a Law By Joel S. Corwin, Esq. alifornia associations and other nonprofits should be prepared to respond to recent California law developments which impact them in 2015. California Nonprofit Law Prohibits Non-Voting Directors Effective January 1, 2015, AB 2755 has amended California Corporations Code Section 5047 to make it clear that there is no such thing as a non-voting director, whether or not the director is an ex officio director. California associations and other nonprofits should now update their bylaws where necessary to reflect this development. Prior to the passage of AB 2755, it was not always clear to those reading Section 5047 that, as was the intent of the statute, a person is only a director as defined in the statute if that person has the right to vote as a member of the governing body. It was also not clear to some that a person who is a director by virtue of occupying a specific position within or outside the corporation (an ex officio director) can only be a director if that person has the right to vote as a member of the governing body. The previous statutory language turned on a person's ability to "act" as a director. The language was considered confusing and was therefore revised by limiting it to the act of voting. One reason for the clarification is that nonprofit bylaws have misinterpreted the prior law. For example, bylaws may have provided that the Immediate Past President was to be a non-voting ex officio member of the board. As indicated above, it is the intent of the current (and previous) law that a person who does not have voting rights is not a director. That bylaws provision thus clearly displays a misunderstanding of the statute. Further, that provision, when combined with a typical board quorum requirement ("a majority of the number of directors then in office"), could create an ambiguity as to what constitutes a quorum. The combined wording could well place into question the actions of the board of directors if, for example, the Immediate Past President were included in (and necessary for) a quorum, when in fact such individual could be said to not qualify as a director under the law because he or she did not have a vote. AB 2755 adds language stating that a person designated as ex officio "without limiting that person's right to vote as a member of the governing body" shall be a director for all purposes, including voting. The bill concludes with the C a l S A E ' s TH E E X E C UTI VE - M A Y / J UN E 2 0 1 5 19

Table of Contents for the Digital Edition of The Executive - May/June 2015

Innovation 101: Tips for Creating a Brainstorming Session within your Association
Spring Cleaning Your LinkedIn and Online Profiles
8 Tips for Booking a Meeting in a Seller’s Market
Disruption: It’s So Hot Right Now
Changes in California Law 2015: How Should Your Association Respond?
PRESIDENT’S MESSAGE: Learning from Each Other By Jim Anderson, CAE
AT A GLANCE
CALENDAR OF EVENTS
DESTINATION Los Angeles
ADVANCING: Promoting Education within an Association
NEW MEMBERS
MEMBER SPOTLIGHT: Greg Golik, CAE
INDEX TO ADVERTISERS

The Executive - May/June 2015

The Executive - May/June 2015 - (Page cover1)
The Executive - May/June 2015 - (Page cover2)
The Executive - May/June 2015 - (Page 3)
The Executive - May/June 2015 - (Page 4)
The Executive - May/June 2015 - PRESIDENT’S MESSAGE: Learning from Each Other By Jim Anderson, CAE (Page 5)
The Executive - May/June 2015 - AT A GLANCE (Page 6)
The Executive - May/June 2015 - CALENDAR OF EVENTS (Page 7)
The Executive - May/June 2015 - Innovation 101: Tips for Creating a Brainstorming Session within your Association (Page 8)
The Executive - May/June 2015 - Innovation 101: Tips for Creating a Brainstorming Session within your Association (Page 9)
The Executive - May/June 2015 - Innovation 101: Tips for Creating a Brainstorming Session within your Association (Page 10)
The Executive - May/June 2015 - Spring Cleaning Your LinkedIn and Online Profiles (Page 11)
The Executive - May/June 2015 - Spring Cleaning Your LinkedIn and Online Profiles (Page 12)
The Executive - May/June 2015 - 8 Tips for Booking a Meeting in a Seller’s Market (Page 13)
The Executive - May/June 2015 - 8 Tips for Booking a Meeting in a Seller’s Market (Page 14)
The Executive - May/June 2015 - 8 Tips for Booking a Meeting in a Seller’s Market (Page 15)
The Executive - May/June 2015 - Disruption: It’s So Hot Right Now (Page 16)
The Executive - May/June 2015 - Disruption: It’s So Hot Right Now (Page 17)
The Executive - May/June 2015 - Changes in California Law 2015: How Should Your Association Respond? (Page 18)
The Executive - May/June 2015 - Changes in California Law 2015: How Should Your Association Respond? (Page 19)
The Executive - May/June 2015 - Changes in California Law 2015: How Should Your Association Respond? (Page 20)
The Executive - May/June 2015 - Changes in California Law 2015: How Should Your Association Respond? (Page 21)
The Executive - May/June 2015 - DESTINATION Los Angeles (Page 22)
The Executive - May/June 2015 - ADVANCING: Promoting Education within an Association (Page 23)
The Executive - May/June 2015 - NEW MEMBERS (Page 24)
The Executive - May/June 2015 - NEW MEMBERS (Page 25)
The Executive - May/June 2015 - INDEX TO ADVERTISERS (Page 26)
The Executive - May/June 2015 - INDEX TO ADVERTISERS (Page cover3)
The Executive - May/June 2015 - INDEX TO ADVERTISERS (Page cover4)
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