Bill Text: CA AB1934 | 2013-2014 | Regular Session | Amended
Bill Title: Nonprofit corporations: corporation sole.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2014-04-21 - Re-referred to Com. on B. & F. In committee: Set, second hearing. Hearing canceled at the request of author. [AB1934 Detail]
Download: California-2013-AB1934-Amended.html
BILL NUMBER: AB 1934 AMENDED
BILL TEXT
AMENDED IN ASSEMBLY APRIL 10, 2014
AMENDED IN ASSEMBLY MARCH 26, 2014
INTRODUCED BY Assembly Member Alejo
FEBRUARY 19, 2014
An act to amend Sections 10003, 10005, 10010, 10013, 10014, and
10015 of the Corporations Code, relating to corporations.
LEGISLATIVE COUNSEL'S DIGEST
AB 1934, as amended, Alejo. 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 the supporting points and authorities upon
which the written opinion is based.
(2) The Nonprofit Corporation Law authorizes a chief officer of a
corporation sole to amend the articles of incorporation if the
amendment is filed with the Secretary of State and 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.
This bill would expand this provision to also allow an amendment
filed with the Secretary of State to state it has been duly approved
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 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 that provision to also allow the statement
that the dissolution of the corporation sole has been 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.
(4) 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 in 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 expand this provision to authorize the assets to
also be transferred to 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.
(5) This bill would also make technical, 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 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, 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, the corporation sole is
formed.
(b) If the Secretary of State determines that 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 the 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 does conform to law and stating 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 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 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. If it conforms to 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 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, 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.
(d) The names and addresses of the persons who are to supervise
the winding up of the affairs of the 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. If it conforms to law, the Secretary
of State shall file it and endorse the date of filing thereon.
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 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.
