An Administrator's Guide to California Private School Law

Chapter 2 - Governance

 Paragraph one must set forth the name of the Corporation exactly as it appears on record with the Secretary of State.  Paragraph two must identify the specific provision being amended by the numerical or other designation assigned to the provision in the original articles. If the article provision was not assigned a designation, the present language of the existing provision must be quoted. The language that will replace the language presently on record must be included.  Paragraph three must state the amendment has been approved by the Board of Directors.  Paragraph four must state the amendment has been approved by the required vote of the members. If the school has no members separate from the Board of Directors, member approval is not required but the certificate must state the Corporation has no members.  The certificate must be signed, dated and verified by the Board President and Secretary.

Many schools use the term “Trustee” instead of “Directors.” However, the Nonprofit Corporation Law only refers to Directors. The Secretary of State may reject amendments adopted by “Trustees.” Schools should therefore refer to its trustees as Directors in any filings or communications with the Secretary of State. California law did not distinguish between religious and public benefit corporations before 1980. Schools that are unsure of their current incorporation status may obtain that information from the Secretary of State.

LCW Practice Advisor

LCW Practice Advisor

E. B YLAWS The Bylaws establish the rules and procedures that govern the internal management of the private school’s corporate activities. If not otherwise provided for in the Nonprofit Corporation Law and not stated in the Articles of Incorporation, the Bylaws provide the rights, powers, and duties of the School’s directors, officers, and members. The Bylaws also modify certain provisions of the Nonprofit Corporation Law that control in the absence of an applicable Bylaw. Because the Bylaws lay the ground rules and framework for corporate governance, it is essential that a school’s directors and officers familiarize themselves with this key document. Importantly, the Bylaws cannot conflict with the Articles of Incorporation. If they do, the Articles of Incorporation govern.

An Administrator’s Guide to California Private School Law ©2019 Liebert Cassidy Whitmore 32