An Administrator's Guide to California Private School Law

Chapter 2 - Governance

iv. Lawful Amendments Any amendments to the Articles of Incorporation must only contain provisions that would be lawful to insert in original Articles filed at the time the amendments are filed. 26 v. Changes In Members’ Rights Any changes in the rights of members, or exchanges, reclassifications or cancellations of memberships must be accompanied by any provisions necessary to effect the change, exchange, reclassification, or cancellation. 27 vi. Termination Of Membership In A Public Benefit Corporation Prior to any amendment to the Articles to terminate members in a School organized as a Public Benefit Corporation, the school must give written notice to members at least 45 but no more than 90 days prior to any vote by the members on the amendment. The written notice must describe the effect of the amendment on the school and its corporate members. 28 b. Required Authorizations i. Amendment By The Incorporators Any amendment of the Articles may be adopted by a writing signed by a majority of the incorporators as long as the Articles do not name any directors, no directors have been elected, and the school has no members. 29 ii. Amendment By The Board of Directors When the school has no members, the Board alone may adopt any amendment provided that, if the Articles require approval by any person, the amendment may not be adopted without such approval. 30 If the school has members, the Board alone may adopt an amendment deleting the names and addresses of the first directors or the name and address of the initial agent. 31 iii. Approval By Members Unless there are no members, amendments to the Articles may generally only be adopted if approved by the members and any other person or persons required by the Articles. Approval may be before or after approval by the Board. 32 iv. Approval By Classes Of Members If there are different classes of members, an amendment must be approved by the members of a class, even if the class is otherwise not entitled to vote on corporate matters, if the amendment would materially and adversely affect the rights of that class in a manner different than other classes. 33 c. Certificate Of Amendment In order to amend the Articles of Incorporation, the school must file a certificate of amendment with the Secretary of State along with a filing fee. 34 Generally, the certificate of amendment must include the following:

An Administrator’s Guide to California Private School Law ©2019 Liebert Cassidy Whitmore 31