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I am the organizer and founder of a nonprofit corporation,

Customer Question

I am the organizer and founder of a nonprofit corporation, I am also the President and a Director. I appointed two directors. One of directors secretly filed and removed my as the registered agent. When I found out I suspended five involved for insubordination. The suspended folks went the corporation bank withheld and froze the account. Bank alerted me and invited me to bank. As the President I directed the bank to remove the hold and to prevent any further attempt these folks. But advised me that as long as one f is signatory the account they cannot stop them, but I can prevent such by opening and transferring the corporation money to a new account with my signature only. I did that. Seeing what is going on some members were concerned. After meeting/ teleconferencing with one of the three directors and Treasurer, they agreed to I should dissolve the corporation and share all the assets among contributing members. The dissolution was approved by Sec of State of Texas. While the winding up and distribution was in progress, the same folks applied and reinstated the corporation all which the reinstatement documents still carries my original formation name, file number, EIN, etc. and yet they continued to organize themselves on my corporation name asking the bank to transfer the money to them. Can I stop them from continuing to use my reinstated corporation while I still remain as the President through this reinstatement, if so how.
Submitted: 2 years ago.
Category: Business Law
Expert:  LawHelpNow replied 2 years ago.

Hello Francis,


My name is XXXXX XXXXX I'm a licensed attorney (State Bar of Texas). Glad to try and help out.


I am truly sorry to hear about your troubles. My heart goes out to you.


Yes, you certainly can accomplish your objective. In fact, I've done just that before on behalf of clients. As to the "how", however, you absolutely must confer with local legal counsel just as soon as possible. Here's why I say so. Your lawyer will need to immediately draft, file and serve an emergency ex parte (without notice to your opponents) motion and proposed order, argue your case at an impromptu hearing before the Judge (I've literally walked in to the Courthouse unannounced and received an audience before the Court), secure the signature of the Judge on the order, and then set the matter for a full evidentiary hearing on the merits. It's not at all a simple or easy task. It's called "extraordinary relief" for a reason. There are no public forms promulgated for this purpose in Texas. So, in all candor, and while I wish there was a simple approach, that is truly about the size of things.

If you have a follow-up question or need clarification, please just say the word by using "reply" to reach me.


I hope all works out for you.

Customer: replied 2 years ago.

Can you clarify on how to file, is it as a corporation or individual and if as a corporation is the bank obligated to release access to the account for payment of legal fees since I am the President and the depositor/signatory to the new account.

Expert:  LawHelpNow replied 2 years ago.
Hi Francis,
Thanks for writing back. Good to hear from you.
Sure, gladly. Your attorney would file as follows(1) draft the motion and proposed order; (2) file and serve them on an emergency ex parte (without notice to your opponents) basis; (3) argue on your behalf before the Judge showing a need to maintain the status quo and prevent irreparable harm at a hearing before the Judge; (4) secure the signature of the Judge on the order; (5) set the matter on the docket for a full evidentiary hearing on the merits; and (6) prevail at the hearing against your opponents.
Yes, the proceedings would certainly include the release of funds for legal fees and Court costs. Part of your immediate emergency relief would be to direct the bank to release such funds and, quite importantly, to deal solely with you in your official capacity (and not any of these other folks).
Hope that helps some more. Just let me know if that makes sense. Very happy to do anything else at all to help if possible.
Take care,
Ben
Customer: replied 2 years ago.


Thank you very much. I understand that you are a Lawyer in Texas and have experience in this area, if so, could you possible take this case on my behalf in Austin.

Expert:  LawHelpNow replied 2 years ago.

Hi Francis,
Thanks for writing back. Good to hear from you.
I truly appreciate your taking the time to write back and let me know my answers have been helpful to you. Knowing that makes my day!
Under different circumstances I would be glad to consider taking the case. Here, however, site rules prohibit us from taking on representation or making direct referrals to named attorneys.
However, I can tell you where I would turn, were I in your shoes. Each attorney is previously screened, the fee of $20 is the best bargain around (includes both the referral and the actual attorney consultation time), and the source is the most reliable and trustworthy, namely the State Bar of Texas:
Lawyer Referral Information Service
Hope that helps some more.
Take care,
Ben

LawHelpNow, Attorney/Lawyer
Category: Business Law
Satisfied Customers: 7593
Experience: Relax. Let's work together. Practical solutions.
LawHelpNow and 5 other Business Law Specialists are ready to help you
Expert:  LawHelpNow replied 2 years ago.
Hello Francis,

I enjoyed working with you recently.

How are things going?

Is there anything else I can do to help?

Please just let me know.

Thanks!

Ben
Customer: replied 1 year ago.


The contiuned to conduct meeting under the name of the corporation. The obtained a new Fed Tax EIN and attempted to use it file tax in my existing corporation name that its EIN secured with my identity at the formation. This same person his group has now filed "Declaratory Judgement and Injunction" for the bank to release the corporation account to them for use, resembling themselves as the plaintiff corporation vs. The "Bank and myself" as defendants. Obviously they would not be able to produce any strict proof by preponderanc of credible evidence. I would appreciate your advice, let I want to file my answer as well as counter suit how would that be possible.

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