(a) No cause of action against a person serving without compensation as a director or officer of a nonprofit corporation described in this section, on account of any negligent act or omission by that person within the scope of that person's duties as a director acting in the capacity of a board member, or as an officer acting in the capacity of, and within the scope of the duties of, an officer, shall be included in a complaint or other pleading unless the court enters an order allowing the pleading that includes that claim to be filed after the court determines that the party seeking to file the pleading has established evidence that substantiates the claim. The court may allow the filing of a pleading that includes that claim following the filing of a verified petition therefor accompanied by the proposed pleading and supporting affidavits stating the facts upon which the liability is based. The court shall order service of the petition upon the party against whom the action is proposed to be filed and permit that party to submit opposing affidavits prior to making its determination. The filing of the petition, proposed pleading, and accompanying affidavits shall toll the running of any applicable statute of limitations until the final determination of the matter, which ruling, if favorable to the petitioning party, shall permit the proposed pleading to be filed.
§ 425.15.Action Against Person Serving Without Compensation As Director Or Officer of Nonprofit Corporation
Title 6. Of the Pleadings In Civil Actions · Chapter 2. Pleadings Demanding Relief · Article 1. General Provisions · Last amended 2008 · Last verified July 28, 2026
In one sentenceSection 425.15 bars a negligence claim against an uncompensated director or officer of a qualifying nonprofit corporation unless the plaintiff first obtains a court order permitting the claim after a noticed petition and supporting evidence, and tolls the statute of limitations while that petition is pending.
Full Text of § 425.15
(b) Nothing in this section shall affect the right of the plaintiff to discover evidence on the issue of damages.
(c) Nothing in this section shall be construed to affect any action against a nonprofit corporation for any negligent action or omission of a volunteer director or officer occurring within the scope of the person's duties.
(d) For the purposes of this section, "compensation" means remuneration whether by way of salary, fee, or other consideration for services rendered. However, the payment of per diem, mileage, or other reimbursement expenses to a director or officer shall not constitute compensation.
(1) This section applies only to officers and directors of nonprofit corporations that are subject to Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110) of Division 2 of Title 1 of the Corporations Code that are organized to provide charitable, educational, scientific, social, or other forms of public service and that are exempt from federal income taxation under Section 501(c)(1), except any credit union, or Section 501(c)(4), 501(c) (5), 501(c)(7), or 501(c)(19) of the Internal Revenue Code.
(2) This section does not apply to any corporation that unlawfully restricts membership, services, or benefits conferred on the basis of political affiliation, age, or any characteristic listed or defined in subdivision (b) or (e) of Section 51 of the Civil Code.
Plain-English Summary
Section 425.15 protects volunteer directors and officers of certain nonprofit corporations from being sued for negligence within the scope of their board or officer duties unless a court screens the claim first. Subdivision (a) requires a plaintiff to file a verified petition, along with the proposed pleading and supporting affidavits, before the claim can be included in any complaint. The court serves the petition on the proposed defendant, lets that party submit opposing affidavits, and rules only after considering both sides.
The petition process tolls the statute of limitations until the matter is finally decided, so a plaintiff pursuing this screening procedure does not lose time on the underlying claim while the court considers whether to allow it. Subdivisions (b) and (c) preserve two things the screening does not touch: the plaintiff's right to discover evidence on damages, and any action against the nonprofit corporation itself (as opposed to its volunteer director or officer) for negligence within the scope of that person's duties.
Subdivision (d) defines “compensation” to exclude per diem, mileage, or other reimbursement — a director or officer who receives only expense reimbursement still qualifies for the protection. Subdivision (e) limits the protection to directors and officers of nonprofit corporations organized under specific Corporations Code parts for charitable, educational, scientific, social, or public-service purposes and exempt under listed federal tax provisions, and it withholds the protection from any corporation that unlawfully restricts membership, services, or benefits on a prohibited basis.
Frequently Asked Questions
Can I sue a volunteer board member of a nonprofit for negligence right away?
Section 425.15(a) bars including such a claim in a complaint unless the court has first entered an order allowing the pleading, based on a verified petition, supporting affidavits, and an opportunity for the proposed defendant to respond.
Does filing the petition under § 425.15 affect the statute of limitations?
Yes. Section 425.15(a) tolls the running of any applicable statute of limitations from the filing of the petition until the matter is finally determined.
Does § 425.15 protect the nonprofit corporation itself from suit?
No. Section 425.15(c) states that nothing in the section affects any action against the nonprofit corporation for the negligent action or omission of a volunteer director or officer within the scope of that person's duties.
Which nonprofits does this protection cover?
Section 425.15(e) limits it to officers and directors of nonprofit corporations organized under specific Corporations Code parts for charitable, educational, scientific, social, or public-service purposes and exempt under listed federal tax code sections, excluding corporations that unlawfully restrict membership, services, or benefits on a prohibited basis.
Amendment History
Amended by Stats 2007 ch 568 (AB 14),s 16, eff. 1/1/2008.
Source & verification. Section text is reproduced verbatim from
the Deering's California Codes Annotated / vLex. Enacted by the California Legislature.
Last verified July 28, 2026.
· Official source
Also known as: suing a nonprofit board member californiavolunteer director officer negligence immunity californianonprofit director liability screening california