In the Matter of: Thomas and Louise Jones Family Foundation, Inc.

PETITION FOR APPOINTMENTS OF DIRECTORS OF THOMAS AND LOUISE JONES FAMILY FOUNDATION, INC.

 

MOVING PARTY: Petitioner Jeffrey T. Jones

RESPONDING PARTY(S): None

STATEMENT OF MATERIAL FACTS AND/OR PROCEEDINGS:

Petitioner Jeffrey T. Jones petitions the court to appoint Petitioner and his siblings, Suzanne A. Dunn, Kevin F. Jones, and Stephen T.J. Jones, as directors of the Thomas and Louise Jones Family Foundation, Inc. No opposition was filed. 

TENTATIVE RULING:

Petitioner’s Petition for Appointments of Directors is GRANTED, pending Petitioner’s confirmation of which three directors should be appointed.

Moving party to give notice. 

DISCUSSION:

Petition to Appoint Directors

Analysis

In 2000, now deceased Thomas and Louise Jones created the Thomas and Louise Jones Family Foundation, Inc. (the “Foundation,”) a nonprofit public benefit corporation with the “specific purpose…to provide financial assistance for health, education, welfare and other charitable purposes.”  (See Petition, Exh. A, Articles of Incorporation, ¶ (II)(A)&(B).) The initial and only Directors of the Foundation, Thomas F. Jones and Louise A. Jones, are now deceased. (Petition, ¶ 8.) The Foundation currently has no members. (Petition, ¶ 7.)

Article III, Section 3.3 of the Foundation’s Bylaws provides that the initial Directors “shall serve until the next annual meeting or until a successor has been elected and qualified.” (Petition, Exh. B, Art. III, § 3.3.) Thomas and Louise died without electing any new director(s). (Id. ¶ 9.)

Petitioner Jeffrey T. Jones is the son of Thomas and Louise. (Id. ¶ 4.)  He now petitions the court to appoint him and his three siblings, Suzanne A. Dunn, Kevin F. Jones, and Stephen T.J. Jones, as directors of the Foundation.

Under Corporations Code section 5220, subdivision (e), “[i]f a corporation has not issued memberships and (1) all the directors resign, die, or become incompetent, or (2) a corporation’s initial directors have not been named in the articles and all incorporators resign, die, or become incompetent before the election of the initial directors, the superior court of any county may appoint directors of the corporation upon application by any party in interest.” 

Here, the Foundation has not issued memberships, and both of the directors are deceased. Therefore, section 5220(e) permits this court to appoint directors upon the application of Petitioner, an interested party. The petition is therefore appropriate under these circumstances.

Petitioner asks that the court appoint the four siblings as directors: (1) Jeffrey T. Jones, (2) Suzanne A. Dunn, (3) Kevin F. Jones, and (4) Stephen T.J. Jones. 

However, the Bylaws provides that “[t]he authorized number of directors shall be three (3) until changed by amendment of the Articles or these Bylaws.” (Petition, Exh. B, ¶ 3.2.) Recognizing this limitation, Petitioner represents that the children intend to amend or restate the Bylaws of the Foundation to provide for four or more authorized Directors. (Petition ¶ 10.)

Based on the plain terms of the Bylaws, this court is limited to appoint only three (3) directors. Therefore, Petitioner may indicate at the hearing which three children of the decedents Petitioner wishes to have this court appoint as directors.

The three newly appointed members may then amend the Bylaws to add the fourth sibling as a director, if permitted by the Bylaws and applicable law.

Accordingly, Petitioner’s Petition for Appointments of Directors is GRANTED, pending Petitioner’s confirmation of which three directors should be appointed.

Moving party to give notice. 

IT IS SO ORDERED.

Dated:   February 06, 2024 ___________________________________