An Administrator's Guide to California Private School Law

Chapter 2 - Governance

The individual Directors should understand and support the school’s mission, using it as a guide in making any decisions impacting the school. Therefore, it is important that the school’s Bylaws reflect that obligation. In contrast to the Board’s overall responsibility for approving general corporate/institutional procedures pertaining to the school’s mission, funding, and leadership, the school’s Head and administration should be responsible for implementing specific operational policies and procedures such as staffing, admissions, and school programs.

Amendments to the Corporations Code make clear that, absent explicit language to the contrary, all board members have a right to vote. Even Ex Officio board members, which is defined as one who holds office as a director by virtue of holding another specified position, either within or outside the corporation, may vote unless their non-voting status is stated explicitly in the Articles of Incorporation or the Bylaws. Therefore, if a school would like certain individuals, such as a Head of School or honorary board members, to have the right to attend Board meetings without having the right to vote, the Articles or Bylaws must contain the appropriate limiting language. For example, the Articles or Bylaws could state that the Head of School and honorary board members may attend and participate in Board meetings, except when the Board enters executive session, but shall have no voting powers. If, however, the Bylaws specify that certain individuals do not have the right to vote, those individuals are not considered “directors” under the Corporations Code, regardless of the title given to those individuals by the School. This means that the rights, obligations and protections afforded to directors under the Corporations Code would not apply to those individuals. 38 Those individuals would also not be counted for purposes of establishing quorum.

LCW Practice Advisor

a. Required Corporate Officers The law requires a school to have the following corporate officers: a President or a Board Chair, or both, a Secretary, and a Treasurer or a Chief Financial Officer (CFO) or both. 39 Note that the Board Chair may also be referred to as the Chairperson, Chairman or Chairwoman. 40 Although the law permits a school to have both a President and Chair, the duties of the President and Chair are generally identical or overlap. The Treasurer or CFO of the Board is not usually the same as the school’s CFO or business officer. One is a corporate officer and the other is an employee. If there is no CFO of the Board, the Board’s Treasurer acts as the CFO.

An Administrator’s Guide to California Private School Law ©2019 Liebert Cassidy Whitmore 34