Stevens v. Perkins

CourtCalifornia Court of Appeals
Writing for the CourtTAYLOR
Citation155 Cal.Rptr. 482,93 Cal.App.3d 69
Decision Date17 May 1979
PartiesMatthew STEVENS et al., Plaintiffs and Appellants, v. E. Paul PERKINS et al., Defendants and Respondents. Civ. 42457.

Page 482

155 Cal.Rptr. 482
93 Cal.App.3d 69
Matthew STEVENS et al., Plaintiffs and Appellants,
v.
E. Paul PERKINS et al., Defendants and Respondents.
Civ. 42457.
Court of Appeal, First District, Division 2, California.
May 17, 1979.

[93 Cal.App.3d 71]

Page 483

Richard Harrington, Athearn, Chandler & Hoffman, San Francisco, for plaintiffs and appellants.

Stephen H. Kaufmann, Todd C. Hedin, San Rafael, for defendants and respondents.

TAYLOR, Presiding Justice.

Matthew Stevens, et al., the incorporating directors of the Marin City First Missionary Baptist Church (Church), appeal from a judgment of dismissal entered on an order sustaining without leave to amend the demurrer of E. Paul Perkins, the pastor, and several other members (collectively Perkins), to their petition filed pursuant to Corporations Code section 709, to determine the results of an election of directors. For the reasons set forth below, we have concluded that former Corporations Code sections 2236-2238 1 have residual application to nonprofit corporations and were available to determine the validity of a corporate election. Accordingly, the petition can be amended to state a cause of action, and the judgment must be reversed.

The Church is a charitable nonprofit corporation organized in 1956 pursuant to Title 1, Division 2, of the General Nonprofit Corporation Law (former Corp.Code, § 9000, et seq.) enacted in 1947. On June 10, 1976, at a special meeting of the directors of the Church held in San Francisco, [93 Cal.App.3d 72] two of the Church's directors and seven acting directors voted to amend Article V of the articles of incorporation to provide for a total of nine rather than five directors. 2 Thereafter, the seven acting directors were elected to fill the vacancies created by this amendment. At the same meeting, the nine newly elected directors voted to remove the pastor from his position.

Over a year later, on June 24, 1977, the directors filed the instant petition to determine results of election, pursuant to Corporations Code section 709. 3 Perkins' general

Page 484

demurrer was sustained without leave to amend as the trial court concluded that the language of Corporations Code section 709, subdivision (a) requires that a plaintiff be denied the right to vote in a corporate election before the remedy described by section 709, subdivision (c) is available. The exhibits and verified complaint indicated that the directors voted in the June 1976 election, although that election has apparently not been recognized by Perkins or the congregation of the Church.

We agree with the trial court that Corporations Code section 709 is inapplicable to the situation at hand, but we believe that the petition could be amended to state a cause of action pursuant to former Corporations Code section 2236, et seq., which sections, despite the 1977 repeal, have a continuing application to nonprofit corporations.

[93 Cal.App.3d 73] On appeal from a judgment of dismissal after a general demurrer has been sustained, the reviewing court must treat all facts properly pleaded as admitted and must liberally construe the allegations with a view to obtaining substantial justice among the parties (117 Sales Corp. v. Olsen,80 Cal.App.3d 645, 648, 145 Cal.Rptr. 778). In addition, "we are not limited to plaintiffs' theory of recovery . . . but instead must determine if the Factual allegations of the complaint are adequate to state a cause of action under any legal theory" (Barquis v. Merchants Collection Assn., 7 Cal.3d 94, 103, 101 Cal.Rptr. 745, 751, 496 P.2d 817, 823; Johnson v. Harcourt, Brace, Jovanovich, Inc., 43 Cal.App.3d 880, 886, 118 Cal.Rptr. 370.)

As indicated above, the instant petition filed on June 24, 1977, was based on a part of the revised General Corporation Law which became effective on January 1, 1977. Generally, the repeal of a statute terminates the right to maintain an action where no rights have vested previously (International etc. Workers v. Landowitz, 20 Cal.2d 418, 126 P.2d 609). However, the statute enacting the revised General Corporation Law expressly stated that the Former General Corporation Law (former Corp.Code, § 100, et seq.) would apply to private corporations formed under other statutes unless and until those statutes are amended to provide otherwise (Stats.1975, ch. 682, § 16; Stats. 1976, ch. 641, § 43.5). Accordingly, the former law continued to apply to nonprofit corporations pursuant to former Corporations Code section 119, as set forth below, 4 and Corporations Code section 9002 5 except as otherwise specifically provided

Page 485

in the General Nonprofit Corporation Law.

[93 Cal.App.3d 74] The instant controversy hinges on whether the 1977 version of the code or its predecessor was applicable to nonprofit corporations. Corporations Code section 102 6 excludes nonprofit corporations from the scope of the newly...

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1 practice notes
  • Knight v. McMahon, No. B076098
    • United States
    • California Court of Appeals
    • July 5, 1994
    ...v. State Farm Fire & Casualty Co. (1989) 48 Cal.3d 395, 411-412, fn. 10, 257 Cal.Rptr. 292, 770 P.2d 704; Stevens v. Perkins (1979) 93 Cal.App.3d 69, 75, 155 Cal.Rptr. 482.) They further argue that a determination of whether justiciability exists in a jurisdictional sense in a declaratory r......
1 cases
  • Knight v. McMahon, No. B076098
    • United States
    • California Court of Appeals
    • July 5, 1994
    ...v. State Farm Fire & Casualty Co. (1989) 48 Cal.3d 395, 411-412, fn. 10, 257 Cal.Rptr. 292, 770 P.2d 704; Stevens v. Perkins (1979) 93 Cal.App.3d 69, 75, 155 Cal.Rptr. 482.) They further argue that a determination of whether justiciability exists in a jurisdictional sense in a declaratory r......

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