Good evening. It would not be a legal meeting and it would not be a valid election of the Board. If the 50% shareholder will not voluntarily agree to rescind this action, you will need to file a petition seeking a court order compelling a rescission and an injunction preventing such action in the future.
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Why then, would an attorney (his) allow this to happen? Would we have any recourse against the individual other than filing a lawsuit (expensive) and could the new "directors/officers" have any claims against the corporation? Do we have a complaint against the so-called new officers/directors as they went to the illegal meeting and agreed with everything.
FYI the stock this individual obtained was not properly transferred to him according to the by-laws (not signed by corporate secretary; not in numerical sequence; books were not closed 30 days prior to meeting/elections; obtained from elderly woman who was recovering from a recent heart attack. This individual also signed on a corporate lease agreement however he has breached the lease. This was a family company and he coerced the shares out of our mother without any of the children knowing until after she died. He immediately filed a lawsuit trying to take the entire company. His lawsuit was dismissed as he had no claim but the Judge failed to rule on the ownership of the stock.
Super - thanks.
Thank you so much for the feedback. I understand your frustration. The 50% shareholder does not control a majority, so if the rest of you stand together, the 50% shareholder cannot out vote you guys on anything. You have just as much right to do what he is doing as he does.
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