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Attorney Arcadier
Attorney Arcadier, Attorney
Category: Business Law
Satisfied Customers: 1106
Experience:  Contract questions and Incorporation questions answered.
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Im a foster parent in a Nonprofit public benefit corporation

Customer Question

I'm a foster parent in a Nonprofit public benefit corporation (foster family agency) our agency is run by a board of directors the president who has sat on the board for 7 yrs is now almost 2 yrs as pres position. he works in merging and acusition(?) he now wants to merge with another Foster family agency and take our 6 to 7 digit reserve fund to the other agency there is only 3 board members total and they all agree but we the foster homes and the employees do not we feel possible confilict of intrest or self intrest since he hired the director from the propsed agency to be our director currently so now she gets inside information about our agency is there anything we can do? foster parents are not on the board there is also several vacancies but the pres does not want to fill them
Submitted: 2 years ago.
Category: Business Law
Expert:  Attorney Arcadier replied 2 years ago.

Attorney Arcadier : Directors are permitted to be directors of multiple corporations even if corporations are in same line of business.The president only answers to the board of directors. Board of directors can do whatever it wants so long as it doesnt do anything illegal or violate a fiduciary duty. Nothing in your fact pattern shows an illegal activity or a violation of a fiduciary duty.
Customer:

so can a board president who works for Bof A in merging department higher a director from an agency that he plans on merging with and allow that director to go through the agency info and get insider scoops of how our agency operates? and if we felt that he violated fiduciary duty how can we file such claim

Customer:

I tried to reply but you were instantly offline i needed info now I rated you poor because this web site claims I can reply to your answer if I need more info and you were not ava I can see if you were busy but completly offline for 39 dollars was not fair!

Attorney Arcadier : If you would like me to continue to answer this question, let me know., otherwise I will opt out and let another expert respond.
Customer:

please respond... thats why Iam here.... I want to save my agency and so do all the other foster parents and the employees there has to be some legal way we can stop this

Attorney Arcadier :

Ok. I will continue to assist you until you are comfortable with an answer. Please be patient. We are not always available to have a chat-type response, so please be patient.


 

Customer:

thank you

Attorney Arcadier :

Yes. The way to prevent this from happening, the individual being hired would have needed to execute a non compete and a non disclosure agreement in order for him to be prevented from disclosing "insider scoops." So, if that doesn't exist, then all that is left is the common law tort of violation of a fiduciary duty. Any director or shareholder can file a breach of fiduciary duty. It is filed in State Court.


 

Customer:

can an employee file it or a foster parent? we are not on the board ,but our children our the clients and our children our placed by the agency under the agency license in our certified homes

Customer:

and last question sorry want to make sure I get this right... is there any legal terms we must use in the tort to ensure we are presenting the facts correctly and do we file against the whole board?

Attorney Arcadier :

First step is to notify the Board in writing how they are violating their fiduciary duties. You give them an opportunity to remedy the happenstance. If that doesn't work, then you file a claim against the individuals who violated their fiduciary duties.


 

Customer:

thank you .... and thank you for responding

Attorney Arcadier, Attorney
Category: Business Law
Satisfied Customers: 1106
Experience: Contract questions and Incorporation questions answered.
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