Grammatical Gender And The General Corporation Law
Friday, August 28, 2015

Many, but not all languages, employ grammatical gender.  Anyone who has studied Spanish or German will know that grammatical gender is essential and can be unrelated to biological sex.  For example, el vestido is a masculine noun even though it denotes an article of clothing historically worn by women.  I still recall my High School Latin teacher explaining that even though a Roman legion was comprised of thousands of men, the Latin word legio is feminine.  In modern English, grammatical gender occurs less frequently and is mostly, but not always, related to biological sex.  Thus, there are often different names for male and female animals – e.g., stallion/mare, rooster/hen, and boar/gilt or sow.  However, there are exceptions (as there always are in English grammar).  For example, the feminine pronoun is sometimes used to refer to inanimate objects, such as ships, that don’t have a biological sex.  In English legal writing, the issue of grammatical gender usually arises with third person, singular pronouns – he/she/it and his/her/its.

What does grammatical gender have to do with California corporate law?  It turns out that the California General Corporation Law, which was enacted in 1975, was the first major California code revision to eliminate all male pronouns.  Today, you can find a few masculine pronouns (e.g., Section 178), but I believe that these were the result of later amendments.  Also, note that the General Corporation Law is but one part of the Corporations Code.  Thus, Corporations Code Section 12, enacted in 1947, continues to provide that the masculine includes the feminine and neuter (Section 12 is not part of the GCL).

 

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