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Emergency Board Resolution Template
Summary
In California, a non-profit organization can operate with fewer directors than specified in the bylaws during emergencies. The remaining director can appoint new directors to fill vacancies, even if they constitute less than a quorum, as per California Corporations Code §§ 5151(a) and 5224(a)(3). Proper documentation of board actions and resolutions is crucial. The president and newly appointed directors should be indemnified for actions taken in good faith.Full Conversation
bylaw resolution where the president is the remaining sole director after all directors resigned nonprofit california
It seems you are describing a situation involving a non-profit organization in California where the president is the remaining sole director after all other directors have resigned. Here’s some general legal information on this scenario:
- California law permits a non-profit corporation to operate with fewer directors than specified in the bylaws in emergency situations.
- The remaining director(s) can appoint new directors to fill the vacancies.
- Proper documentation and recording of the bylaw resolution are essential.
To provide more specific guidance, could you clarify:
*. Are there any specific provisions in your bylaws addressing this situation?
*. Are you seeking to make immediate decisions or just fill the vacancies?
Feel free to provide more details.
- California law permits a non-profit corporation to operate with fewer directors than specified in the bylaws in emergency situations.
- The remaining director(s) can appoint new directors to fill the vacancies.
- Proper documentation and recording of the bylaw resolution are essential.
To provide more specific guidance, could you clarify:
*. Are there any specific provisions in your bylaws addressing this situation?
*. Are you seeking to make immediate decisions or just fill the vacancies?
Feel free to provide more details.
California Corporations Code § *(a)
California Corporations Code § *(a) pertains to the number and qualifications of directors for non-profit public benefit corporations. Here’s some relevant information:
- The number of directors must be stated in the bylaws or fixed by the board.
- In emergencies, the remaining director(s) can continue to function and appoint new directors.
Could you specify if there are any provisions in your bylaws relevant to emergency powers or filling vacancies?
- The number of directors must be stated in the bylaws or fixed by the board.
- In emergencies, the remaining director(s) can continue to function and appoint new directors.
Could you specify if there are any provisions in your bylaws relevant to emergency powers or filling vacancies?
California Corporations Code § *(a)(*)
California Corporations Code § *(a)(*) addresses the powers of the remaining directors when fewer than the required number of directors are in office. Here’s some general information on this:
- Under § *(a)(*), the remaining director(s) can fill the vacancies, even if they constitute less than a quorum.
- Proper documentation of the board’s actions and resolutions is crucial.
To assist further, could you confirm if your bylaws have any specific emergency provisions or guidelines for filling board vacancies?
- Under § *(a)(*), the remaining director(s) can fill the vacancies, even if they constitute less than a quorum.
- Proper documentation of the board’s actions and resolutions is crucial.
To assist further, could you confirm if your bylaws have any specific emergency provisions or guidelines for filling board vacancies?
specify language
It seems there might have been some misunderstanding. Let me clarify the situation. Are you seeking assistance for a non-profit organization in Texas or California? This will help me provide accurate legal information based on your location.
nonprofit california
Thank you for clarifying that this is for a non-profit organization in California. Here’s some more specific information based on California law:
- Under California Corporations Code § *(a), the number of directors must be stated in the bylaws or fixed by the board.
- California Corporations Code § *(a)(*) allows remaining directors to fill vacancies even if they constitute less than a quorum.
- Proper documentation of board actions and resolutions is crucial.
Could you specify the language or specific provisions you need assistance with in your bylaws?
- Under California Corporations Code § *(a), the number of directors must be stated in the bylaws or fixed by the board.
- California Corporations Code § *(a)(*) allows remaining directors to fill vacancies even if they constitute less than a quorum.
- Proper documentation of board actions and resolutions is crucial.
Could you specify the language or specific provisions you need assistance with in your bylaws?
bylaw resolution where the president is the remaining sole director after all directors resigned nonprofit california
Given that you are dealing with a non-profit organization in California where the president is the remaining sole director after all other directors resigned, and you need assistance with drafting a bylaw resolution, below is a general template that might be helpful:
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**Bylaw Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a)(*) permits the remaining director(s) to fill board vacancies even if they constitute less than a quorum;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws.
---
Phone: (*) *-*
Address: * 11th Street
---
**Bylaw Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a)(*) permits the remaining director(s) to fill board vacancies even if they constitute less than a quorum;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws.
---
~California Secretary of State
Phone: (*) *-*
Address: * 11th Street, Sacramento, CA *
Website: www.sos.ca
Phone: (*) *-*
Address: * 11th Street, Sacramento, CA *
Website: www.sos.ca
**** nonprofit california
Bylaw Resolution Template
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**Bylaw Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a)(*) permits the remaining director(s) to fill board vacancies even if they constitute less than a quorum;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws.
---
Is there any specific language you need to include in the resolution?
---
**Bylaw Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a)(*) permits the remaining director(s) to fill board vacancies even if they constitute less than a quorum;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws.
---
~California Secretary of State
Phone: (*) *-*
Address: * 11th Street, Sacramento, CA *
Website: www.sos.ca.gov
Phone: (*) *-*
Address: * 11th Street, Sacramento, CA *
Website: www.sos.ca.gov
Is there any specific language you need to include in the resolution?
add indemnification language
Here's an updated version of the bylaw resolution including indemnification language:
---
**Bylaw Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a)(*) permits the remaining director(s) to fill board vacancies even if they constitute less than a quorum;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws;
RESOLVED FURTHER, that the president and any newly appointed directors shall be indemnified to the fullest extent permitted by law and the bylaws of [Organization Name], for any actions taken in good faith pursuant to this resolution.
---
~California Secretary of State---
**Bylaw Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a)(*) permits the remaining director(s) to fill board vacancies even if they constitute less than a quorum;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws;
RESOLVED FURTHER, that the president and any newly appointed directors shall be indemnified to the fullest extent permitted by law and the bylaws of [Organization Name], for any actions taken in good faith pursuant to this resolution.
---
Phone: (*) *-*
Address: * 11th Street
board resolution is due to board members resigning and left the president as the sole remaining director, per Cal. Corp. Code § * (a) California minimum number of directors is one, is a quorum, is in effect until emergency is no longer existing, per Cal. Corp. Code § * (a) (*) allows for president to appoint members, allows president to make decisions and act in good faith for the organization, add indemnification language
Here's an updated version of the bylaw resolution tailored to your requirements:
---
**Bylaw Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a) states that the minimum number of directors is one, who constitutes a quorum in emergencies;
WHEREAS, California Corporations Code § *(a)(*) allows the remaining director to fill board vacancies and make decisions in good faith for the organization;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws;
RESOLVED FURTHER, that the president and any newly appointed directors shall be indemnified to the fullest extent permitted by law and the bylaws of [Organization Name], for any actions taken in good faith pursuant to this resolution
---
**Bylaw Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a) states that the minimum number of directors is one, who constitutes a quorum in emergencies;
WHEREAS, California Corporations Code § *(a)(*) allows the remaining director to fill board vacancies and make decisions in good faith for the organization;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws;
RESOLVED FURTHER, that the president and any newly appointed directors shall be indemnified to the fullest extent permitted by law and the bylaws of [Organization Name], for any actions taken in good faith pursuant to this resolution
is it a board resolution or a bylaw resolution
It appears to be a board resolution. A board resolution is a formal decision made by the board of directors, while a bylaw resolution amends the bylaws. Since this situation involves the president, as the sole remaining director, making decisions and appointing new directors, it would be classified as a board resolution.
redefine as a board resolution due to board members resigning and left the president as the sole remaining director, per Cal. Corp. Code § * (a) California minimum number of directors is one, is a quorum, is in effect until emergency is no longer existing, per Cal. Corp. Code § * (a) (*) allows for president to appoint members, allows president to make decisions and act in good faith for the organization, add indemnification language
Here’s an updated version of the board resolution:
---
**Board Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a) states that the minimum number of directors is one, who constitutes a quorum in emergencies;
WHEREAS, California Corporations Code § *(a)(*) allows the remaining director to fill board vacancies and make decisions in good faith for the organization;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws;
RESOLVED FURTHER, that the president and any newly appointed directors shall be indemnified to the fullest extent permitted by law and the bylaws of [Organization Name], for any actions taken in good faith pursuant to this resolution.
---
Would you like
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**Board Resolution**
WHEREAS, the non-profit organization [Organization Name] has experienced the resignation of all directors except the president, resulting in the president being the sole remaining director;
WHEREAS, California Corporations Code § *(a) states that the minimum number of directors is one, who constitutes a quorum in emergencies;
WHEREAS, California Corporations Code § *(a)(*) allows the remaining director to fill board vacancies and make decisions in good faith for the organization;
RESOLVED, that the president, as the sole remaining director, is authorized to appoint new directors to fill the vacancies on the board of directors;
RESOLVED FURTHER, that all actions taken by the president to fill board vacancies shall be documented and recorded in the minutes of the board of directors;
RESOLVED FURTHER, that this resolution shall remain in effect until a sufficient number of directors are appointed to constitute a quorum as specified in the bylaws;
RESOLVED FURTHER, that the president and any newly appointed directors shall be indemnified to the fullest extent permitted by law and the bylaws of [Organization Name], for any actions taken in good faith pursuant to this resolution.
---
Would you like
title and resolution number
For a board resolution, the title and resolution number typically depend on your organization's specific practices and previous resolutions. Here's a template you can use:
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**Title: Emergency Board Resolution No. [*-*]**
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This format includes a placeholder year and number, which you can adjust according to your organization's records.
Would you like any additional details?
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**Title: Emergency Board Resolution No. [*-*]**
---
This format includes a placeholder year and number, which you can adjust according to your organization's records.
Would you like any additional details?
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