Full question:
Our pastor has resigned. He also was the president and CEO of our california non-profit corporation for our church. Can the trustee board make amendments to it's bylaws without the signature of a CEO or President? Can the chairman of the trustee board sign the amendments. Is it legal for the chairman of the trustee board to be voted in as vice-president of the corporation and still serve as chairman of the board?
- Category: Corporations
- Subcategory: NonProfit Corporation
- Date:
- State: California
Answer:
The ability of the trustee board to amend bylaws without the president's signature depends on the bylaws themselves. Generally, bylaws can be adopted, amended, or repealed by either the board's approval or the approval of the outstanding shares, unless restricted by the bylaws or articles of incorporation (Cal. Corp. Code § 211).
As for the chairman of the trustee board signing the amendments, this is typically allowed unless the bylaws state otherwise. Additionally, one person can hold multiple offices, including serving as both chairman of the board and vice president, unless the articles or bylaws specifically prohibit it (Cal. Corp. Code § 312).
This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.