Immigration Resettlement and Cultural Center, Inc. vs Cuong Nguyen et al

As discussed below, the court OVERRULES the demurrer.

I. BACKGROUND

IRCC was founded in 1980 as a nonprofit community-based organization located in San Jose, California. (FAC, ¶ 5.) IRCC provides services and programs to the community in Santa Clara County, primarily to persons of Vietnamese origin, and also runs the Viet Museum in San Jose History Park. (FAC, ¶¶ 5, 6.)

Loc Vu (“Vu”) was the founder of the IRCC and, until January 16, 2025, the President and Executive Director. (FAC, ¶ 7.) The bylaws of the IRCC, specifically Article III, Section 3, entitled “Method to Elect Board of Directors,” prescribe that each year, at the annual meeting, the members vote on the Board of Directors. (FAC, ¶ 8.) The same bylaws state in Section 4 that the President must preside over every meeting of the members and the Board of Directors of the IRCC. (FAC, ¶ 9.) In June 2024, Vu informed Defendants that Santa Clara County had given IRCC a sizable grant of approximately $55,000.00. (FAC, ¶¶ 10; 15.)

Vu also informed Defendants that he, as Executive Director, did not think Defendant Hong Cao (“Cao”) was the right person to take over for him and he wanted to place Cao on leave for two months from his position as director of operations of the Viet Museum. (Ibid.) Vu also told Defendants that he “strongly objected to actions the group wanted to take that would violate the By-Laws and dishonor the organization.” (Ibid.)

Defendants began meeting in secret, without Vu, in violation of IRCC’s bylaws, and decided to open a new bank account to hold the grant funds without Vu’s knowledge. (FAC, ¶¶ 11, 12.) On July 19, 2024, Cao filed a Statement of Information with the California Secretary of State, listing himself and others2 as directors without lawful election by the membership. (FAC, ¶ 13.) Cao and Defendant Nhut Ho (“Ho”) “submitted to Santa Clara County accusations” that Vu was misappropriating or mismanaging funds. (Ibid.)3

On August 16, 2024, Defendant Cuong Nguyen (“Nguyen”) informed the County of Santa Clara4 that “the existing IRCC Bank of America account had been closed and directed 2 The FAC does not specify who the “others” listed as directors of IRCC in the Statement of Information are. 3 The FAC does not identify the County representatives or entities that Cao and Ho corresponded with or the context of that conversation. 4 Again, it is unclear who Nguyen communicated to in the County or the context of that conversation.

that $55,000 in grant money be deposited into a new Cathay Bank account under Defendants’ control.” (FAC, ¶ 15.) However, the Bank of America account had not been closed and had long been used for County grant transfers. (Ibid.) The Defendants’ misrepresentation created confusion and risked forfeiture of the grant, and “[a]t the request of Supervisor Cindy Chavez, a meeting was convened and a compromise was reached: the grant money would be deposited in the Bank of America account, and three of the Defendants were added as signers to the B of A account.”5 (Ibid.)

The $55,000 grant was deposited on October 18, 2024, after which “the Defendants again demanded that the funds be transferred to their Cathay Bank account. In response, Mr. Vu, in his role and authority as President and Executive Director, removed the three co-signers from the B of A account on December 12, 2024.” (FAC, ¶ 16.)6

On December 20, 2024, Defendants contacted History San Jose (“HSJ”), a nonprofit corporation designated by the City of San Jose to operate and maintain History Park, where IRCC operated the Viet Museum. (FAC, ¶¶ 6, 22.) Defendants told HSJ that Defendants were the rightful representatives of the IRCC. (FAC, ¶ 22.) As a result, HSJ closed the museum on December 23, 2024, and stated it would not allow anyone back in until it was legally determined who was the proper Board of Directors of the IRCC. (FAC, ¶ 23.)

On December 31, 2024, Cao and Ho “terminated Vu as Executive Director of IRCC.” (FAC, ¶¶ 13, 14.) Vu was not terminated as President of IRCC. (FAC, ¶ 14.)

On January 11, 2025, Vu called a special meeting of members to elect a new Board, seemingly because “many of the alleged members of the Board, including the Defendants, were not legitimate IRCC Board members since they were never voted in by the membership at an annual meeting.” (FAC, ¶ 17.) Vu requested the attendance of all members on the IRCC membership lists that have been approved as members and gave specific notice to Defendants of this special meeting and encouraged them to participate in the election. (FAC, ¶ 18.) The Defendants did not attend the meeting. (FAC, ¶ 19.) The IRCC membership elected a new Board on January 11, 2025. (FAC, ¶ 20.)

On January 16, 2025, at the first meeting of the new Board, Vu resigned from his positions as President and Executive Director and Quinn Tran was elected to replace him.7 (FAC, ¶ 20.) On February 26, 2025, IRCC held the annual meeting required under the bylaws. (FAC, ¶ 21.) At the annual meeting, the members re-elected the same Board members who were elected in January at the special meeting. (Ibid.)

Based on the foregoing, IRCC initiated this action on August 14, 2025. IRCC then filed the First Amended Complaint on October 17, 2025. IRCC seeks “a judicial determination and declaration that the current Board is duly elected pursuant to the IRCC By-Laws and statements by the Defendants are invalid and of no force and effect...Unless Defendants are enjoined from claiming they are legitimate members of the Board of Directors, Plaintiff will

5 The FAC does not indicate who was at this meeting. 6 The FAC does not state who Defendants directed their demand to. 7 The FAC does not make clear how this relates to the earlier allegation that two of Defendants “attempted to suspend” and then “terminated” Vu from his role as Executive Director on December 31, 2024. (FAC, ¶¶ 13, 14.)

suffer great and irreparable injury due to the continued closure of the Viet Museum, the disruption of funding, and the harm to the community for which no adequate remedy at law exists.” (FAC, ¶¶ 26, 27.) Defendants demurred on November 18, 2025.

II. DEMURRER

A.

Legal Standard

The function of a demurrer is to test the legal sufficiency of a pleading. (Trs. Of Capital Wholesale Elec. Etc. Fund v. Shearson Lehman Bros. (1990) 221 Cal.App.3d 617, 621.) Consequently, “[a] demurrer reaches only to the contents of the pleading and such matters as may be considered under the doctrine of judicial notice.” (South Shore Land Co. v. Petersen (1964) 226 Cal.App.2d 725, 732, internal citations and quotations omitted; see also Code Civ. Proc., § 430.30, subd. (a).) “It is not the ordinary function of a demurrer to test the truth of the plaintiff’s allegations or the accuracy with which he describes the defendant’s conduct. ... Thus, ... the facts alleged in the pleading are deemed to be true, however improbable they may be.” (Align Technology, Inc. v. Tran (2009) 179 Cal.App.4th 949, 958, internal citations and quotations omitted.)

In ruling on a demurrer, the allegations of the complaint must be liberally construed, with a view to substantial justice between the parties. (Glennen v. Allergan, Inc. (2016) 247 Cal.App.4th 1, 6.) Nevertheless, while “[a] demurrer admits all facts properly pleaded, [it does] not [admit] contentions, deductions or conclusions of law or fact.” (George v. Automobile Club of Southern California (2011) 201 Cal.App.4th 1112, 1120.)

B.

Analysis

At the outset, the court notes that in its Opposition to Defendants’ Demurrer, Plaintiff requests judicial notice of the following: (1) a complaint subsequently filed by Defendant in Santa Clara County Superior Court entitled Cuong Nguyen, et al. v. Immigrant Resettlement and Cultural Center, Inc., et al., Case No. 25CV477278, filed October 10, 2025; (2) Defendants’ Case Management Statement in the present action, filed February 18, 2026; and (3) IRCC’s bylaws, corporate governance documents, and operative governing instruments referenced in and attached the FAC.

The court grants each request for judicial notice. All three items are proper subjects of judicial notice because each is a court record within the meaning of Evidence Code section 452, subdivision (d). (Evid. Code, § 452, subd. (d) [judicial notice may be taken of “records of... any court of this state[.]”]; see also Evid. Code § 453 [judicial notice compulsory where adverse party has advance notice and sufficient information furnished to the court regarding the request].) Nevertheless, the complaint and the Case Management Statement referencing that complaint filed in another docket do not have any bearing on the matter currently before the court, which is the demurrer in IRCC v.

Cuong Nguyen. IRCC’s bylaws, corporate governance documents, and operative governing instruments were referenced in and attached to the FAC and thus are also a court record within the meaning of Evidence Code section 452, subdivision (d). The request for judicial notice is granted.

Defendants demur on the basis that those suing on behalf of IRCC lack standing and therefore IRCC lacks capacity to sue. Defendants argue that according to the FAC, the election of the most recent Board of Directors failed to comply with IRCC’s own bylaws; thus, the new Board of Directors elected at that time do not have the authority to act as IRCC’s Board of Directors and commence a lawsuit under Corporations Code sections 7211 and 5140. Defendants also argue that IRCC does not have standing to commence the instant action because only Defendants, as de facto Board Members, would have standing to act as IRCC and commence a suit.

Code of Civil Procedure section 367 provides that “[e]very action must be prosecuted in the name of the real party in interest, except as otherwise provided in statute.” (Code Civ. Proc., 367.) The plaintiff has the burden to establish standing. (Amundson v. Catello (2025) 111 Cal.App.5th 817, 824.) Defendants allege that Plaintiff has not established standing to sue as IRCC because only the Board of Directors can sue as IRCC, and Defendants are the board of directors. (Demurrer, pp. 4:12-17, 5:18-25.) It is true that the authority to manage the business and affairs of a corporation, including commencing or defending actions, is vested in its board of directors. (Corp. Code, § 300, subd. (a); see also Corp. Code, § 5410 [nonprofit public benefit corporation has all the powers of a natural person].)

Defendants’ first argument that IRCC does not have standing to be a plaintiff in this matter because the election of the most recent Board of Directors failed to comply with IRCC’s own bylaws fails. Defendants’ argument relies on an assumption that the most recent Board of Directors are acting as IRCC in this action, but the face of the complaint does not so allege or provide a basis for reaching that conclusion. Defendants also do not request judicial notice of any item to prove the assumption at the heart of this argument.

As “[a] demurrer reaches only to the contents of the pleading and such matters as may be considered under the doctrine of judicial notice” (South Shore Land Co. v. Petersen (1964) 226 Cal.App.2d 725, 732.), the court cannot sustain Defendants’ demurrer based on an argument about the identity of the persons bringing suit; the pleadings simply do not show who filed the suit on behalf of IRCC.

Defendants also argue that only they would have standing to sue as IRCC because they have been acting as “de facto” Board members. It is clear from the face of the complaint that there is a dispute about who has authority to act as IRCC’s Board of Directors; Plaintiff’s FAC asks this court to make “a judicial determination and declaration that the current Board is duly elected pursuant to the IRCC By-Laws[.]” (FAC, ¶ 26.) The pleadings indicate that parties dispute the legitimacy of the most recent election of IRCC’s Board of Directors and consequently disagree about the composition of IRCC’s Board of Directors.

The identities of the duly elected members of IRCC’s Board of Directors is a factual issue that cannot be resolved at the pleading stage. (See Bath v. State of California (2024) 105 Cal.App.5th 1184, 1201 [“Questions of fact cannot be decided on demurrer.”], internal citations omitted.)

Nor can the record support a finding that the IRCC’s current Board is illegitimate as a matter of law, as Defendants suggest. The bylaws of IRCC, included as an exhibit to the FAC, state in Article III, Section 3 that “[t]he directors shall be elected at each annual meeting of the members, and shall hold office until their respective successors are elected.” (FAC, Ex. A.) Plaintiff alleges that IRCC had a special meeting of members to elect a new Board, seemingly because “many of the alleged members of the Board, including the Defendants, were not legitimate IRCC Board members since they were never voted in by the membership at an annual meeting.” (FAC, ¶ 17.)

The IRCC membership elected a new Board at a special meeting on January 11, 2025. (FAC, ¶ 20.) Then, on February 26, 2025, IRCC held the annual meeting required under the bylaws. (FAC, ¶ 21.) At the annual meeting, the members reelected the new Board that was elected in January at the special meeting. (Ibid.) Thus, even assuming that Defendants are correct that the new Board could not be elected via the special meeting, the FAC alleges that IRCC members duly elected the new Board at the annual meeting pursuant to Article III, Section 3 of the bylaws.

The FAC alleges that the most recently elected Board of Directors were duly elected in accordance with IRCC’s bylaws, which is sufficient to overcome Defendants’ standing challenge.

At the demurrer stage, the court must take all facts in the complaint as true. (See Align Technology, Inc. v. Tran (2009) 179 Cal.App.4th 949, 958 [“the facts alleged in the pleading are deemed to be true, however improbable they may be.”] [internal citations and quotations omitted].) Defendants’ sole basis for demurring relies on facts that are in dispute and which cannot be decided at this stage. Accordingly, Defendants’ demurrer is OVERRULED.

III. DISPOSITION

Defendants’ demurrer is OVERRULED.

The court will prepare the Order.

- oo0oo -