An Administrator's Guide to California Private School Law

Chapter 2 - Governance

e. Terms Of Office For Directors The maximum term of office for Directors of a Public Benefit Corporation with members is four (4) years. For a Public Benefit Corporation without members, the maximum term is six (6) years. 44 There is no maximum term length for Directors of a Religious Corporation. However, if the Articles and Bylaws are silent for either a Public Corporation of a Religious Corporation 45 , the default term is one (1) year. 46 The Bylaws may specify a maximum number of consecutive terms that a Director may serve. They may also specify a certain time period during which a Director reaching the term limit is disqualified from reelection to the Board. Whether a school should impose these types of restrictions is dependent upon a number of factors and should be considered on a case-by-case basis. It is highly recommended that the Bylaws provide for a “staggered board.” A staggered board means that every year only a portion of the Board (e.g., 1/3 rd or 1/4 th ) is up for reelection. This process ensures some amount of institutional memory from year to year and, more importantly, avoids the potential for a complete turnover in the Board where the school is run by an entirely new Board every two or three years, which can be very disruptive. 3. C OMMITTEES O F T HE B OARD The Bylaws should also contain provisions regarding Committees of the Board. Because providing for standing committees in Bylaws is not mandatory, it is recommended that the Bylaws only provide for a minimal amount of committees, and only those deemed absolutely essential for the running of the organization. Any committee that exercises authority of the Board may not include non-directors. However, a school may utilize other committees composed of non-directors that do not act with the Board’s authority. In the event that a school does utilize any committees which are composed of individuals who are not voting directors, those committees must be advisory in nature. 47 Any Bylaw provision that establishes an advisory committee must clearly define the committee’s advisory role and the scope of its activities and jurisdiction.

A common misconception is that a Board Chair or Executive Committee may unilaterally create committees or appoint its members. The Corporations Code permits only two means of creating committees: 1) pursuant to the bylaws; or 2) by board resolution. 48 This ability to create a committee or to appoint its members may not be delegated to any individual or committee.

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An Administrator’s Guide to California Private School Law ©2019 Liebert Cassidy Whitmore 37