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I have been very negligent in holding annual meetings. There have been none since inception of 1992.
"3.2 Number and Tenure. The Board shall be composed of two or three Directors, unless otherwise provided by the Board or the members. The number of Directors may be changed from time to time by amendment to these By-laws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director dies, resigns, or is removed, he or she shall hold office until the next annual meeting of members or until his or her successor is elected, whichever is later."
(a) Except as otherwise provided in subsections (b) and (c) of this section, the provisions of this chapter shall apply to nonstock corporations in the manner specified in the following paragraphs (a)(1)-(4) of this section:
(1) All references to stockholders of the corporation shall be deemed to refer to members of the corporation;
(2) All references to the board of directors of the corporation shall be deemed to refer to the governing body of the corporation;
(3) All references to directors or to members of the board of directors of the corporation shall be deemed to refer to members of the governing body of the corporation; and
(4) All references to stock, capital stock, or shares thereof of a corporation authorized to issue capital stock shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.
In order to remove the ex as a director, you will need to call an annual meeting in accordance with the bylaws.
New director elections must be held by the members of the foundation.
Otherwise, assuming your ex is uncooperative and the foundation was not addressed in the decree of marital dissolution, you would need to either modify the divorce decree or get a separate order from the court to dissolve the foundation and reestablish it in form and substance acceptable to you.
I am sorry. I realize this is not the answer you were hoping for. As a professional, however, I am sometimes placed in the position of having to deliver news which is not favorable to a customer's position, but accurately reflects their position under the law. I hate it, but it happens and I ask that you not penalize me for having to deliver less than favorable news.
It is my privilege to assist you. Let me know if you need further information. I hope I have helped you beyond your expectations in the service I have provided to you. I am here for you.Please remember to rate my answer when our communication is completed so I will be compensated for my time in providing you with the information you requested.If you feel the need to provide a low rating, please stop and reply to me via the REPLY button with whatever issue or clarification you may need. I will happily answer your follow-up questions and assist you until I am able to explain the answer to your satisfaction. Please also remember that I cannot control whether the law is favorable to your situation, so please do not penalize me for having to deliver bad news.Thank you.JudgeLaw
One last question. I am in the process of re-incorporating the Foundation in Colorado where I live. Does that change your answer?
If we have moved beyond the scope of my first question, let me know and I will add more funds. I am moving the corporation from DL to CO.. My understanding is that all I have to do is dissolve in DL and converting to a CO registration. Basically I am just moving the domicile of the corporation to CO.. Please let me know what you think.
Thanks for your help. I realize I will need more extensive advice before I move anything or do anything.
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