Bylaws in California must set rules for the managing board of directors, how the directors conduct meetings and the number of votes needed to approve a board action. Managing board rules commonly cover how many directors are allowed on the board at one time, director term length and how directors are removed and approved. California law doesn't limit the number of directors a nonprofit can have, but the bylaws must include one of the following: the total number of directors the nonprofit will always have; a minimum and maximum number of directors or the method used to determine the number of directors needed. Bylaws also cover how a director may vote, how many directors are needed to call a meeting and how to calculate director compensation.
California law allows the nonprofit to set up its own voting structure and specify how voting is conducted -- such as in person or by mail -- in the bylaws. Bylaws can be set, approved and changed by a member or director vote. The nonprofit can choose to use a majority or unanimous vote to approve board actions. However, if the action affects a specific class of members only, the bylaws must allow that class to vote on the action even if the members normally don't vote.
Amendments and Repeals
California law allows a nonprofit to eliminate the right to amend or repeal the provisions of its bylaws, but then the bylaws can't be changed later, even if the board wants to do so. As a practical matter, it's a good idea to include such a provision. When amendment and appeal provisions are included in the bylaws, California law allows the nonprofit's board to bypass its own bylaw requirements for amendment or repeal approval under specific circumstances. The board doesn't need approval to amend or repeal bylaws if the person who is supposed to approve the changes has died or lost his right to act as the approving officer. If the person is still living or has retained the office but doesn't respond to a written request from the board for approval by the deadline stated in the request itself -- the deadline must be least 30 days from the date the notice was sent -- the board can proceed without formal approval.
California law doesn't allow a nonprofit to have a board of directors where the majority are interested persons or persons who provide another service to the nonprofit for which they are paid. Interested persons can only account for less than 50 percent of the board members at all times, and the law extends to directors' immediate family as well. While California law allows directors of a nonprofit board to approve the use of delegates in bylaws -- persons not on the board who are assigned some director authority -- delegates can never vote by proxy. Delegates must vote in person at a meeting.