Why the Suspensions Are Void and the Elected Members Hold Office as Directors
A short explainer on what California law requires before a private association may suspend a member, on when an elected director takes office, and on how a director may be removed.
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On March 20, 2026, CEO Marisa Cooper sent disciplinary notices imposing suspensions on several PSIA-AASI Western Region members, including three of the top vote-getters in the just-completed board election. Those suspensions are the corporation’s stated basis for declining to seat the elected candidates.
This explainer covers what California law requires before a member may be suspended, when an elected director takes office, and how a director may later be removed.
What “due process” means in the association context
Due process is the principle that before a person is punished, they receive notice of the basis for the action, an opportunity to respond, and a decision-maker who has not already decided the question. It is most familiar from cases against the government, but California law applies it to private associations when they discipline their members. The underlying reason is that membership in a professional association carries economic and reputational weight; an organization with the power to remove that status must exercise it through fair procedures.
Three sources of California law independently impose those procedures on the suspension or termination of members.
California Corporations Code § 7341
Section 7341 governs the expulsion, suspension, or termination of members of a nonprofit mutual benefit corporation, which is the corporate form of PSIA-AASI Western Region. Subdivision (c) sets out a safe-harbor procedure with three elements: (1) the procedure must be set forth in the articles or bylaws, or copies of it sent annually to all members; (2) the member must be given 15 days’ prior notice of the proposed expulsion, suspension, or termination, together with the reasons for it; and (3) the member must be given an opportunity to be heard, orally or in writing, not less than five days before the effective date, by a person or body authorized to decide that the discipline not take place. Section 7341(a) declares that an action that does not satisfy these requirements is “void and without effect.” Under California Supreme Court precedent, that defect is not cured by a later opportunity to be heard.
PSIA-W’s bylaws
The bylaws independently require a hearing. Article IV, § 4.5 provides that membership may be terminated only subject to “a hearing and opportunity to be heard using procedures established by the Board.” Article V, § 5.1 provides that members have “the right… to have a hearing before any expulsion is effected.” The bylaws contain no separate “temporary suspension” mechanism that operates without notice or hearing.
California common law — Pinsker v. Pacific Coast Society of Orthodontists (1974)
In Pinsker, 12 Cal. 3d 541, the California Supreme Court held unanimously that California common law requires fair procedure in the disciplinary decisions of private associations. The court held that the association’s action “must be both substantively rational and procedurally fair,” and that an affected individual “must at least be provided with some meaningful opportunity to respond to the ‘charges’ against him.” The principle applies even where the association’s own rules are silent on procedure. The court also held that a procedural defect cannot be cured by a later proceeding, even a trial on the merits; the action must be set aside and reconsidered under a proper procedure.
What § 7341 requires vs. what occurred
1. Published or annually-distributed procedure
Required: The discipline procedure must be set forth in the articles or bylaws, or copies sent annually to all members. (§ 7341(c)(1).)
What occurred: The bylaws contain no provision authorizing suspension by the CEO, and no record of any such procedure being distributed annually to members.
2. 15-day notice with reasons
Required: Fifteen days’ prior notice of the proposed suspension, together with the reasons for it. (§ 7341(c)(2).)
What occurred: The March 20 notices announced suspensions that were already in effect. Zero days of advance notice.
3. Specific statement of reasons
Required: A statement of reasons specific enough to permit a meaningful response.
What occurred: The notices cited categories like “governance violations” and “disparaging communications,” without specific incidents, dates, or evidence.
4. Opportunity to be heard before effective date
Required: An opportunity to be heard, orally or in writing, not less than five days before the effective date. (§ 7341(c)(3).)
What occurred: The notices offered a written-response window of 21 days, after the suspensions were already in effect.
5. Independent decision-maker
Required: A person or body authorized to decide that the discipline should not take place — not the official imposing it.
What occurred: The response was directed back to CEO Cooper, who had imposed the suspensions.
Sequence of events
February 10, 2026 — CEO Cooper sent written confirmation to each of the affected candidates stating that they “meet all eligibility requirements and will be included in the list of candidates when voting begins on February 23rd.”
February 23, 2026 — Voting opened.
March 13, 2026 — Voting closed. ElectionBuddy certified and published the results.
March 19, 2026 — Per the Board’s April 25, 2026 communication to the membership, this was the date of the “final decision” on the suspensions.
March 20, 2026 — Disciplinary notices were sent to the affected members. The notices stated that the suspensions were already in effect.
April 14, 2026 — The Board’s Official Statement to the membership acknowledged that the affected members “were in ‘Good Standing’ at the time of the election.”
The notices cited categories of conduct — “documented governance violations,” “disparaging communications,” “misrepresentation of board actions” — without identifying specific incidents, dates, witnesses, complainants, or evidentiary basis. They offered an opportunity to submit a written response within 21 days, to be received by the CEO who had imposed the suspensions.
Measured against the three sources above, the procedure did not satisfy any of the requirements: no procedure published in the bylaws or distributed annually to members; no 15-day notice of the proposed suspension; no specific statement of factual allegations; no opportunity to be heard before the action took effect; no independent decision-maker.
Legal consequence
Because the procedure did not meet § 7341’s requirements, § 7341(a) makes the resulting action void.
“void and without effect” — Cal. Corp. Code § 7341(a)
In legal usage, “void” means the action has no legal force and produces no legal change. A void suspension is a suspension that, in the eyes of the law, did not occur: it does not place the member under any disciplinary status, it does not change the member’s standing with the corporation, and the corporation cannot rely on it as a basis for further action.
When the elected members became directors
California Corporations Code § 7220(b) provides that a director “shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office.” Bylaws § 9.3 uses the same “elected and qualified” formulation for director terms. The transition happens at “elected and qualified” — when the successor has been voted in and meets the bylaws’ qualifications (here, good standing under § 5.3). No subsequent ceremonial seating, swearing-in, or installation is required.
Per the timeline above, voting closed on March 13, 2026, and the corporation has acknowledged that the affected members were in good standing at that time. Under § 7220(b) and Bylaws § 9.3, they were therefore elected and qualified that day.
How a director can be removed
Once a director holds office under § 7220(b), removal requires one of three specific mechanisms. None has been used to remove the elected members; a CEO-imposed disciplinary suspension is not among the available mechanisms.
Member vote (Cal. Corp. Code § 7222) — removal of a director by a vote of the membership. Not invoked.
Court order (Cal. Corp. Code § 7223) — judicial removal in cases of fraud or other specified misconduct. Not invoked.
Vacancy declaration (Bylaws § 9.9) — limited to court-determined unsound mind, felony conviction, or breach of a duty under the California Nonprofit Corporation Law. Not invoked.
The result: the affected members were in good standing at the time of the election, as the Board has admitted. They were therefore elected and qualified as directors under § 7220(b) and Bylaws § 9.3 as of March 13, 2026.
Nothing has occurred since that has any legal effect on that status — the suspensions are void, and the removal mechanisms in §§ 7222, 7223, and Bylaws § 9.9 have not been invoked.
This explainer is intended as a plain-language summary for the membership and is not a legal opinion.