Agoura Hills, CA asked in Business Law for California

Q: I a NPO voting member I cannot find the article of in coproduction of this NPO online. Is AoC written by the founder

In my other question Matthew has said to go back to article of incorporation (AOC). I am a member with voting rights. AOC is not posted on NPO website. I researched in state web site and I don’t see it. Where can I find it? Is it possible they never has AOC? Isnt AOC provided by the state when incorporated ? The bylaw gave the current only the board the right ro nominate candidates and added conditions to whom can be elected (this condition also controlled by the board) and permits current board to be elected perpetually. Besides the first year that the founder can assume the office, shouldn’t they have been elected at the sexond year and third year? The bylaw only came out this month and allows 4 years term. However 2022 year has already started and shouldn’t we have an election first then the bylaw kicks in? 15 members voted President to resign and she refused. Can she refuse this request? With all the terms in the new bylaw, can members still call for election?

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1 Lawyer Answer
Matthew Morris
Matthew Morris

A: Here are a couple ways to find a copy of the articles of incorporation. The most direct method is to demand to see them. Under California's nonprofit law, the organization is required to show them to you as a member. If there is a "principal office," they have to keep a copy at the office and make it "open to inspection" by members "at all reasonable times during office hours." If the organization does not have an office, it shall "upon the written request of any member" give the member a written copy of the articles and bylaws. You also mentioned in the prior question that the organization is a 501(c)(3). If that is the case, the organization is also required to make certain IRS documents available for public inspection. Those documents include the form that was submitted to get tax-exempt status (Form 1023) and the federal Form 990s that they have filed in prior years. I mention that fact because if you look at a copy of those IRS forms, they will include the federal tax ID number. Once you have the tax ID number, you can try searching the California secretary of state's website again. But, to be honest, given what you have described so far, I doubt that the board has been diligently sending in these forms. And yes, you're right that there is also a chance that the organization never filed articles of incorporation.

On your question about whether the president can refuse to honor the vote of the members removing her from office, probably not. I'm assuming that the organization is, in fact, a nonprofit corporation and that the members followed the rules about holding the vote. Even if the bylaws claim to give her some right to serve even if voted out, that provision is probably not valid.

Yes, the members can still call for elections. You have to follow certain procedures when calling for an election, but the bylaws cannot remove or diminish the members' rights to voting.

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