Chapter 4Consolidation of Private Colleges
Section § 94400
This law allows certain organizations, like benevolent, religious, or fraternal groups with a central governing body, to combine multiple higher education institutions they support under a single management structure. The goal is to make managing these institutions more efficient and simpler.
Section § 94401
If a main governing body approves merging its institutions, a new corporation must be created.
Section § 94402
This section explains how the board of trustees for a newly formed corporation is initially set up. The initial board consists of current trustees from the institutions merging together, with a limit of no more than 45 trustees. These trustees are categorized so that a third of their terms expire annually. Unless specified otherwise in corporate documents, new trustees are chosen by the main governing body at their yearly meeting.
Section § 94403
If two or more colleges run by a charitable, religious, or fraternal group in California merge, the new organization's board of trustees can be made smaller, but only after operating for five years following the merger.
Section § 94404
This law says that the number of trustees for a college or institution of higher education can be reduced by the organization's main governing body, like a grand lodge or conference. This decision to reduce the number of trustees can be made during the annual meeting of this governing body. However, there must always be at least 15 trustees on the board.
Section § 94405
This law section explains that a corporation's articles of incorporation can include details about how many trustees the organization will have, how they'll be nominated and elected, and any special qualifications they need. If these details aren't in the articles of incorporation, they can be included in the corporation's bylaws instead.
Section § 94406
This section explains that the trustees of a corporation can create and change the rules and regulations, called bylaws, that govern the organization, unless the articles of incorporation or existing bylaws say otherwise. These bylaws can specify which officers or members of the organization's leadership group can vote on corporate matters and how this voting process works.
Bylaws might also restrict the trustees' ability to change these rules. If such limitations are put in place, they must be followed unless the voting members agree to remove them. Additionally, certain sections of the Corporations Code may apply to these bylaws if relevant.
Section § 94407
This law states that unless other rules are specified in another law section, in the articles of incorporation, or in the bylaws, the board of trustees of a new corporation has the same powers as the boards of directors listed in a certain section of the Corporations Code.
Section § 94408
This law requires the board of trustees of a corporation to provide an annual report to its governing body, such as a grand lodge or assembly. This report must detail the corporation's financial status, including how much money it received and spent, and how these transactions were handled.
Section § 94409
This section explains that when multiple institutions consolidate, their boards of trustees must transfer all their property and powers to the new corporation. The new corporation takes on the debts and responsibilities of the old ones but cannot move the property to another location without a three-fourths majority vote of its trustees. Additionally, specific grants or donations must still be used for their original purposes. Once the property is transferred and accepted, the original corporations are dissolved.