Bill Text: CA AB1380 | 2015-2016 | Regular Session | Introduced
Bill Title: Nonprofit corporations: corporation sole.
Sponsorship: Partisan Bill (Democrat 1)
Status: (Failed) 2016-02-01 - From committee: Filed with the Chief Clerk pursuant to Joint Rule 56. [AB1380 Detail]
Download: California-2015-AB1380-Introduced.html
BILL NUMBER: AB 1380 INTRODUCED
BILL TEXT
INTRODUCED BY Assembly Member O'Donnell
FEBRUARY 27, 2015
An act to amend Sections 10003, 10005, 10010, 10013, 10014, and
10015 of the Corporations Code, relating to corporations.
LEGISLATIVE COUNSEL'S DIGEST
AB 1380, as introduced, O'Donnell. Nonprofit corporations:
corporation sole.
(1) The Nonprofit Corporation Law authorizes a presiding officer
of a religious denomination, society, or church to form a corporation
sole for the purpose of administering and managing its affairs. The
law requires the Secretary of State to file articles of incorporation
of a corporation sole, if the articles of incorporation conform to
law.
This bill would require the Secretary of State, if he or she
determines the articles of incorporation to form a corporation sole
did not conform to law, to nonetheless file it if the articles of
incorporation are resubmitted with an accompanying written opinion of
a member of the State Bar of California that the specific provision
of the articles of incorporation objected to by the Secretary of
State conform to law and state the points and authorities upon which
the written opinion is based.
(2) Subject to conformance with law and filing with the Secretary
of State, the Nonprofit Corporation Law authorizes a chief officer of
a corporation sole to amend the articles of incorporation if the
amendment includes a signed and verified statement setting forth the
provisions of the amendment and stating that the amendment has been
duly authorized by the religious organization governed by the
corporation sole. The law also requires a declaration of dissolution
of a corporation sole to include, among other things, a statement
that the dissolution of the corporation sole has been duly authorized
by the religious organization governed by the corporation sole.
This bill would expand those provisions to also allow those
statements to be duly authorized by the hierarchical religious
organization or entity responsible for forming the corporation sole,
or by the hierarchical religious organization or entity responsible
for overseeing the corporation sole according to the rules, canons,
regulations, or discipline of the religious denomination, society, or
church as to which the corporation sole is affiliated.
(3) The Nonprofit Corporation Law requires any assets of a
dissolved corporation sole remaining after satisfying its debts and
obligations to be transferred to the religious organization governed
by the corporation sole, or to trustees on its behalf, or disposed of
as may be decreed by the superior court of the county in which the
dissolved corporation sole had its principal office.
This bill would additionally authorize those assets to be
transferred to the trustees on behalf of the corporation sole, the
hierarchical religious organization or entity responsible for forming
the corporation sole, or the hierarchical religious organization or
entity responsible for overseeing the corporation sole according to
the rules, canons, regulations, or discipline of the religious
denomination, society, or church to which the corporation sole is
affiliated.
(4) This bill would also make various conforming and
nonsubstantive changes.
Vote: majority. Appropriation: no. Fiscal committee: yes.
State-mandated local program: no.
THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:
SECTION 1. Section 10003 of the Corporations Code is amended to
read:
10003. The articles of incorporation shall state:
(a) The name of the corporation.
(b) That the officer forming the corporation is duly authorized by
the canons, rules, regulations, or discipline of the
religious denomination, society, or church to take such action.
(c) The county in this State where the
principal office for the transaction of the business of the
corporation is located.
(d) The manner in which any vacancy occurring in the office of the
bishop, chief priest, presiding elder, or other presiding officer is
required to be filled by the canons, rules, regulations,
or constitution of the denomination, society, or church.
SEC. 2. Section 10005 of the Corporations Code is amended to read:
10005. (a) The articles of
incorporation shall be signed and verified by the bishop, chief
priest, presiding elder, or other presiding officer forming the
corporation and shall be submitted to the Secretary of State for
filing in his or her office. If they conform to
law he law, the Secretary of State shall file
them and endorse the date of filing thereon. Upon the filing of the
articles of incorporation with the Secretary of
State State, the corporation sole is formed.
(b) If the Secretary of State determines that the articles of
incorporation submitted for filing pursuant to this section do not
conform to law and returns it to the person submitting it, the
articles of incorporation may be resubmitted accompanied by a written
opinion of a member of the State Bar of California submitting the
articles, or representing the person submitting it, to the effect
that the specific provision of the articles of incorporation objected
to by the Secretary of State conforms to law and states the points
and authorities upon which the written opinion is based. The
Secretary of State shall rely, with respect to any disputed point of
law, upon that written opinion in determining whether the articles
conform to law. The date of filing in that case shall be the date the
Secretary of State receives the articles of incorporation on
resubmission.
SEC. 3. Section 10010 of the Corporations Code is amended to read:
10010. The chief officer of a corporation sole may at any time
amend the articles of incorporation of the corporation sole
changing its name, the term of its existence, its territorial
jurisdiction, or the manner of filling any vacancy in the office
thereof, and may by amended articles of incorporation make provision
for any act or thing for which provision is authorized in original
articles of incorporation of corporations
corporation sole.
The chief officer of the corporation sole shall sign
and verify a statement setting forth the provisions of the amendment
and stating that it has been duly authorized by the religious
organization governed by the corporation.
corporation sole, the hierarchical religious organization or entity
responsible for forming the corporation sole, or by the hierarchical
religious organization or entity responsible for overseeing the
corporation sole according to the rules, canons, regulations, or
discipline of the religious denomination, society, or church as to
which the corporation sole is affiliated.
The amendment shall be submitted to the Secretary of State for
filing in his office. filing. If it
conforms to law he law, the Secretary of
State shall file it and endorse the date of filing thereon.
Thereupon the articles are amended in the manner set forth in the
statement.
SEC. 4. Section 10013 of the Corporations Code is amended to read:
10013. The declaration of dissolution shall set forth all of the
following:
(a) The name of the corporation.
corporation sole.
(b) The reason for its dissolution or winding up.
(c) That dissolution of the corporation sole has been
duly authorized by the religious organization governed by the
corporation sole. sole, by the hierarchical
religious organization or entity responsible for forming the
corporation sole, or by the hi erarchical religious
organization or entity responsible for overseeing the corporation
sole according to the rules, canons, regulations, or discipline of
the religious denomination, society, or church as to which the
corporation sole is affiliated.
(d) The names and addresses of the persons who are to supervise
the winding up of the affairs of the corporation.
corporation sole.
SEC. 5. Section 10014 of the Corporations Code is amended to read:
10014. The declaration of dissolution shall be
submitted to the Secretary of State for filing in his
office. filing. If it conforms to law
he law, the Secretary of State shall file it and
endorse the date of filing thereon. Thereupon
Thereupon, the corporation sole shall cease to
carry on business, except for the purpose of adjusting and winding up
its affairs.
SEC. 6. Section 10015 of the Corporations Code is amended to read:
10015. After the debts and obligations of the corporation
sole, including any civil judgments against the corporation sole,
are paid or adequately provided for, any assets remaining shall
be transferred to the religious organization governed by the
corporation sole, the trustees on behalf of the corporation
sole, the hierarchical religious organization or entity
responsible for forming the corporation sole, or the hierarchical
religious organization or entity responsible for overseeing the
corporation sole according to trustees in its behalf,
the rules, canons, regulations, or
discipline of the religious denomination, society, or church to which
the corporation sole is affiliated, or otherwise disposed of
as may be decreed by the superior court of the county in which the
dissolved corporation sole had its principal office upon
petition therefor by the Attorney General or any person connected
with the organization.
