<html><head></head><body style="word-wrap: break-word; -webkit-nbsp-mode: space; -webkit-line-break: after-white-space; "><div><div><span class="Apple-style-span" style="font-family: Times; "><strong style="font-size: x-large; ">CALIFORNIA CORPORATIONS CODE </strong></span><span class="Apple-style-span" style="font-family: Times; "><font size="+2"><strong>SECTION</strong></font></span><span class="Apple-style-span" style="font-family: Times; "><br></span></div><div><span class="Apple-style-span" style="font-family: Times; "><font size="+2"><strong><br></strong></font></span></div><div><span class="Apple-style-span" style="font-family: monospace; white-space: pre; "><u>Nonprofit Public Benefit Corp:</u></span><div><span class="Apple-style-span" style="font-family: Times; "><pre>5210. Each corporation shall have a board of directors. Subject to
the provisions of this part and any limitations in the articles or
bylaws relating to action required to be approved by the members
(Section 5034), or by a majority of all members (Section 5033), the
activities and affairs of a corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the
board. The board may delegate the management of the activities of the
corporation to any person or persons, management company, or
committee however composed, provided that the activities and affairs
of the corporation shall be managed and all corporate powers shall be
exercised under the ultimate direction of the board.</pre></span></div></div><div><br></div></div><div><br></div><b><u>2 part solution proposal:</u></b><br><div><br></div><div>1. So the board may be able to delegate some of these management activities to "the community" - and reserves its <b>ultimate direction</b> to be able to over-turn such a decision by full negative consensus. {i.e. every board member is against it). The board would have to put this restriction on itself in bylaws: the requirement for all board members to vote against a community decision in order to over turn it.</div><div><br></div><div>2. If we then added the ability to remove board members, this mechanism might be able to provide the kind of oversight and control the community is looking for without creating super-boards, membership orgs, and still complies with California Corporation law about board retaining ultimate control.<br><div><br></div><div>Thanks,</div></div><div>Robin</div></body></html>