SECTIONS 94400-94409 - California Statutes

EDUCATION CODE

SECTION 94400-94409

94400. Whenever any benevolent, religious, or fraternal
organization or society, having a grand lodge, assembly, conference,
or other legislative or representative head in the state, and having
two or more colleges or institutions of higher education under its
patronage, desires, for the purpose of greater efficiency and
simplicity in the administration of its educational interests, to
consolidate the institutions under one management, the organization
or society may consolidate the institutions under one management,
pursuant to this article.

94401. The grand lodge, assembly, conference, or other legislative
or representative head having authorized a consolidation of its
institutions, a new corporation shall be formed.

94402. The board of trustees of the new corporation shall at first
consist of the persons constituting the boards of trustees of the
several institutions consolidating, and others. The number of
trustees shall not exceed 45. The board of trustees shall be so
classified that the term of office of one-third of its members
expires each year, and unless otherwise provided in the articles of
incorporation or bylaws, the successors of the trustees, as their
terms expire shall be elected by the grand lodge, assembly,
conference, or other legislative or representative head, at its
annual meeting.

94403. After the two or more colleges or institutions of higher
education under the patronage of any benevolent, religious, or
fraternal organization or society, having a grand lodge, assembly,
conference, or other legislative or representative head in the state
have become consolidated, the board of trustees of the new
corporation may be reduced in number after it has transacted the
business of the corporation for a period of five years after the
consolidation.

94404. Unless other provision is made in the articles of
incorporation the number of trustees shall be reduced by the grand
lodge, assembly, conference, or other legislative or representative
head of the colleges or institutions of higher education. At any
annual session of the grand lodge, assembly, conference, or other
legislative or representative head, there shall be dropped from the
number of trustees to be elected at that session such a number of
trustees as those present at the session determine, except that at no
time shall the number of trustees composing the board be less than
15.

94405. Provision may be made in the articles of incorporation, in
addition to any other matters required by law, for the number of
trustees, for the method of nominating and electing trustees, and
special qualifications, if any, required of persons to be elected or
of any particular number of such persons. If not made in the articles
of incorporation, such methods and qualifications may be set forth
in the bylaws.

94406. Bylaws may be adopted and amended by the trustees except as
otherwise provided in the articles or the bylaws. The bylaws may set
forth the particular officers or persons in the grand lodge,
conference, assembly, or other legislative or representative head
entitled to vote as members of the corporation, and also the manner
and method by which the voting is had. The bylaws may limit or
restrict the power of the trustees to adopt, amend, or repeal bylaws.
After the limitation or restriction is made it shall be complied
with unless it is removed with the consent of the officers or persons
entitled to vote as members. Where applicable the provisions of
Articles 5 and 6 (commencing with Sections 5150 and 5160) of Chapter
2 of Part 2 of Division 2 of Title 1 of the Corporations Code apply
to the bylaws.

94407. Except as otherwise provided in Section 94406, in the
articles of incorporation, or the bylaws, the board of trustees of
the new corporation have all of the powers granted to boards of
directors by and enumerated in Article 1 (commencing with Section
5210) of Chapter 2 of Part 2 of Division 2 of Title 1 of the
Corporations Code.

94408. The board of trustees of the new corporation shall report
annually to the grand lodge, conference, assembly, or other
legislative or representative head controlling it, the condition of
affairs of the corporation, and the amount and manner of its receipts
and expenditures.

94409. The several boards of trustees of the consolidating
institutions shall transfer all property, real and personal, held by
them, to the new corporation, together with all powers, privileges,
and authority conferred upon or enjoyed by them under their
respective charters or acts of incorporation. The new corporation
receiving the property shall assume all indebtedness and liabilities
of the consolidating institutions, but shall not transfer the
property from one location to another, except by an affirmative vote
of not less than three-fourths of the board of trustees of the new
corporation, nor divert specific grants, donations, or bequests from
the purposes for which the grants, donations, or bequests were made.
After the boards of trustees have conveyed the property, real and
personal, of the various institutions to the new corporation, and the
property has been accepted by the new corporation, the franchises
held by the consolidating corporations shall cease, and the
corporations are dissolved.