An Administrator's Guide to California Private School Law

Chapter 2 - Governance

 The classes of members, if any, and the rights, preferences, privileges and restrictions of each class, if there is more than one class. 19 Often, a corporation will have no members and the corporation’s trustees or directors will be deemed to have all the rights and privileges normally given to members.  Restrictions on amending the Articles of Incorporation or Bylaws. For example, the Articles for a Public Benefit Corporation may include a provision that amendment to the Articles or Bylaws requires approval of persons other than the Board or members in writing. 20  A provision allowing any member to have more or less than one vote. 21

These optional provisions may instead be included in the in the school’s Bylaws. 22 It may be preferable not to include these provisions in the Articles of Incorporation because it may be expensive and difficult to amend them.

Schools should carefully consider whether to allow for “members.” Creating members may not allow a Board to function efficiently and may be more likely to politicize the selection of Board members.

LCW Practice Advisor

3. A MENDMENTS T O T HE A RTICLES O F I NCORPORATION a. Limitations A School is generally free to amend its Articles of Incorporation as it chooses subject to the limitations set forth below. i. Quorum If there is more than one director authorized in the Articles or Bylaws, the Articles may not provide that a quorum is less than one-fifth the number of directors authorized in the Articles or Bylaws, or less than two, whichever is larger. 23 This restriction applies only to schools organized as Public Benefit Corporations. ii. Majority Vote The Articles or Bylaws may not provide that a vote of less than a majority of the directors present at a meeting is an act of the Board. 24 iii. Extension Of A Director’s Term No amendment of the Articles or Bylaws may extend the term of a director beyond that for which the director was elected. 25 This restriction applies only to schools organized as Public Benefit Corporations.

An Administrator’s Guide to California Private School Law ©2019 Liebert Cassidy Whitmore 30