California Code of Regulations › Title 11 - Law › Division 1 - Attorney General › Chapter 4 - Regulations Adopted Pursuant to the Supervision of Trustees and Fundraisers for Charitable Purposes Act › Article 2 - Notices and Requests to the Attorney General › Section 328 - General Provisions and Definitions for Notices and Requests

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) Giving
				  Notice to and Submitting Requests to Attorney General; When Notice or Request is
				  Deemed "Filed with Attorney General."
For purposes of giving notice to the Attorney General or
					 submitting requests for approval or other action to the Attorney General pursuant to
					 Article 2 of these regulations, all notices and requests shall be provided in
					 writing and submitted electronically, on the Attorney General's Nonprofit
					 Transactions web page.
Written notices or requests shall be deemed filed with the
					 Attorney General when the notices or requests are received at the Office of the
					 Attorney General, during normal business hours, with the information required by
					 sections 329, subdivision (f), 330, subdivision
					 (e), and 331 of these regulations. The Attorney General will consider notices or
					 requests received after 5:00 p.m. on a business day, or at any time on a weekend or
					 holiday, to be filed on the following business day. A notice that does not contain
					 all of the required information is incomplete and not deemed filed.
(b) Attorney General's Acknowledgment of Receipt
				  of Notice or Request.
The Attorney General shall acknowledge receipt of the notice or
					 request by emailing the sender. This email shall not be construed to mean that the
					 notice is complete.
(c)
				  Definition of "Material Facts" for Purposes of Disclosure to Attorney General.
Every notice or request to the Attorney General pursuant to
					 Article 2 of these regulations shall include all material facts. "Material facts"
					 means facts that are important, significant or essential to a reasonable person in
					 deciding whether to engage or not engage in the particular action, including known
					 or anticipated opposition to the proposed action. For a transaction that involves a
					 potential direct or indirect financial benefit to a person affiliated with a
					 charitable organization or trust, material facts also includes a description of the
					 services or goods to be provided to or by the charitable organization or trust
					 pursuant to the transaction, the price for such services or goods to be paid by or
					 to the charitable organization or trust, the estimated fair market value of the
					 goods or services, the benefit such transaction will confer upon the charitable
					 organization or trust, whether the governing body or trustee has approved the
					 transaction, the factual basis of the governing body or trustee's determination if
					 it has approved the transaction, the disclosure made by the interested person, and a
					 description of the alternative transactions, if any, considered by the governing
					 body or trustee, and why any such alternative transactions were not adopted.
(d) Response by Attorney General to
				  Request for Approval of Self-Dealing Transactions, Loans and Guaranty Agreements,
				  Articles, Amendments to Articles of Incorporation.
The Attorney General shall respond to requests for approval of
					 self-dealing transactions, loans and guaranty agreements, and amendments to the
					 articles of incorporation by issuing to the requesting person either a written
					 statement of approval of the proposed action, a written statement of disapproval of
					 the proposed action, or a written statement that the Attorney General declines to
					 comment on the proposed action. In addition, the Attorney General may provide such
					 comments in writing concerning the proposed action as the Attorney General finds
					 appropriate under the circumstances. As a matter of internal policy, the Attorney
					 General will attempt to respond to requests for approval of self-dealing
					 transactions, loans and guaranty agreements, and amendments to the articles of
					 incorporation within 60 days after receipt of all material facts related to the
					 proposed action.
(e) Public
				  Files, Notices, and Requests for Approval by Attorney General To Be Maintained in
				  Public Files; Attorney General's Responses To Be Maintained in Public Files.
A "Public File" is the file of a charitable organization or
					 trustee which contains public documents, including registration and financial
					 reporting forms filed pursuant to Government Code sections
					 12585 and
					 12586, and
					 which is maintained at the Registry of Charities and Fundraisers, Office of the
					 Attorney General, P.O. Box 903447, Sacramento, California 94203-4470. A public file
					 excludes donor information exempt from public inspection pursuant to Internal
					 Revenue Code section
					 6104(d)(3)(A) and
					 section 309 of these regulations, and
					 confidential or trade secret information from a charitable fundraising platform or
					 platform charity pursuant to section
					 315, subdivision (g), of these
					 regulations.
All notices and requests for approval submitted to the Attorney
					 General pursuant to Article 2 of these regulations shall become a part of the Public
					 File of the charitable organization or trustee affected by the proposed action. In
					 the discretion of the Attorney General, exceptions shall be made in the case of
					 documents of a confidential or personal nature (i.e. individual tax returns,
					 legitimate trade secret information, personal resumes, personal loan applications,
					 etc.), where the charitable organization, trustee, or person submitting the
					 confidential documents separately designates and requests that such documents not be
					 maintained in the Public File.
The Attorney General's responses to notices and requests for
					 approval issued pursuant to Article 2 of these regulations shall become a part of
					 the Public File of the corporation affected by the proposed action.
(f) Mutual Benefit Corporations;
				  Application of Regulations Limited to Assets Held in Charitable Trust.
For purposes of applying Article 2 of these regulations to
					 mutual benefit corporations, these regulations apply only to the extent that a
					 mutual benefit corporation holds assets in charitable trust.
(g) Commencement of Statute of Limitations for
				  Self-Dealing Transactions.
The two-year Statute of Limitations for an action seeking
					 remedies for a self-dealing transaction pursuant to Corporations Code sections
					 5233,
					 subdivision (e), 7238 and 9243, subdivision (e), shall commence to run from the date
					 that the written Notice of the Self-Dealing Transaction is filed with the Attorney
					 General, and any such action brought after the date marking the expiration of the
					 second year after such filing shall be barred. "Filed with the Attorney General"
					 shall mean the time when the written notice is received pursuant to subdivision (a).
					 "Year" shall mean a 365/366 day calendar year, as the case may be.
Note: Authority cited: Sections 5233, 5820, 5914, 5918, 5920,
						7820 and 9230, Corporations Code; and Section 12598, Government Code. Reference:
						Sections 5142, 5223, 5225, 5226, 5233, 5236, 5238, 5617, 5813.5, 5913, 5914, 5920,
						6010, 6510, 6611, 6612, 6613, 6617, 6716, 6721, 7142, 7223, 7225, 7238, 7616, 7913,
						8010, 8510, 8611, 8612, 8613, 8616, 8723, 9633, 9640 and 9680, Corporations
						Code.