Does California Require Corporate Bylaws? No. The California Corporations Code does not explicitly state that corporations must have corporate bylaws.
A California nonprofit corporation must have: 1) either a chairperson of the board or a president or both; 2) a secretary; and 3) a treasurer or a chief financial officer or both.
How many board members are required for a nonprofit in California? The state of California requires a minimum of one board member for each organization. It is recommended that your organization have at least three since the IRS will most likely not give 501(c)(3) status to an organization with less.
Every California nonprofit corporation must keep records of bylaws and amendments. This means having up-to-date copies at their main office and keeping detailed records of every change. And if the changes are significant, the bylaws should be restated altogether.
Section 5056 - "Member" defined; rights of member (a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election of a director or directors or on a disposition of all or substantially all of the assets of a corporation or on a merger or ...
Although unusual there may be a requirement for an audit in your governing document, and the Charity Commission, or a funder may also require an audit report. If the above do not apply, you will require an independent examiner's report instead.
§ 460/4 | Effective Jan. 1, 2024, a charitable organization with annual contributions more than $500,000 must file an audited financial statement prepared by an independent CPA. A charitable organization with contributions between $300,000 and $500,000 must file a financial statement with the Attorney General.
Charities must include a trustees' annual report alongside their financial statements, providing insights into the organisation's activities, achievements, and governance arrangements. The trustees' annual report should also include a statement of public benefit and other required disclosures.
Although organizations don't need to file these bylaws with the state, California law requires that the treasurer or other designated member of the organization maintains a copy on file.