How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask socrateaser Your Own Question

socrateaser
socrateaser, Lawyer
Category: California Employment Law
Satisfied Customers: 34464
Experience:  Retired (mostly)
10097515
Type Your California Employment Law Question Here...
socrateaser is online now
A new question is answered every 9 seconds

mY daughter and i recently become part of a not for profit

Resolved Question:

mY daughter and i recently become part of a not for profit corporation. Under the Articles of Incorporation my daughter is the Secretary, I am the treasurer and we entered into this corporation with the now President of the corporation. Prior to the new business starting this April 1, 2011, our President verbally stated to my daughter that along with a weekly salarly she would also receive up to $200,000.00 annually as secretary of the Corporation. I was then selected by both my daughter(secretary) and our business associate (president & financial backer) that I would hold the position of Treasurer of the not for profit corporation. It was also explained to me that I would be given the same employment & annual earnings opportunity for myself as treasurer as my daughter was provided by verbal agreement. Under the Articles of Incorporation my daughter and I would be given a small ownership share of the company. Prior to the business opening my daughter and I have proofen that we have conducted ourselfs in complete good faith for the betterment of the company both during business hours and off hours for the company and personal needs of the President. Even though we have not provided anything finacially for the construction and start-up of the company; my daughter and I have provided an excessive amount of our personal time and physical resources to the start-up and operation of the company. Since we've opened the president has become extremely abusive to both my daughter and has demonstated complete misconduct of his position. In the time since we have opened he has fired us twice and threatened to terminate us as corporate officers. He continues to display frequent episodes of angry abusive behavior causing both emotional distress and defamation. He continues to smear our proofen loyalty to the company and himself. additionally he routinely vilifies and accuses my daughter and I of unthinkible misconduct to both the company and himself personnally. At this time he wants to terminate the both of us as secretary and treasurer of the corporation. He says he is able to terminate us based on his single majority vote as president of the company and financial backer. 1. Do my daughter and I have any recourse for severance pay, verbal commitments to salaries and ownership shares along with protecting us as corporate officers from liability once terminated?
2. What are our rights as corporate officers against wrongful termination and harrasment?
3. Does termination require a majority vote of the complete board of directors or does his majority shares as president allow him to terminate us without any recourse?

Sincerely,
Treasurer
Submitted: 3 years ago.
Category: California Employment Law
Expert:  socrateaser replied 3 years ago.
1. Do my daughter and I have any recourse for severance pay, verbal commitments to salaries and ownership shares along with protecting us as corporate officers from liability once terminated?

A: Under Cal. Labor Code 2922, all employment in California is "at-will," unless there is a written agreement between employer and employee providing for a specific future contract termination date more than one month after the date of commencement of employment. This means that the employer can terminate the employee at any time, for any reason, or for no reason at all.

There are exceptions for unlawful discrimination (race, color, nationality, religion, sex age or disability) -- exceptions for public policy (jury duty, witness subpoena, reporting employer criminal activities to law enforcement) and exceptions for breach of implied covenant of good faith, which gives damages to an employee where an employer violates a written disciplinary policy as part of the suspension, demotion or termination of an employee.

But, absent some specific connection to one of the above-descriped exceptions, an employer can simply say, your services are no longer required, effective immediately, and that ends the employment, without any further liability.

That said, a corporate officer, generally can't be fired without a vote of the board of directors/trustees, unless there are corporate bylaws or resolutions to the contrary. Cal. Corp. Code § 312(b).

I don't know what sort of control your President actually has, but it may or may not be as great as he claims.

Note: You mention in your question that the President was offering you a small ownership share. Nonprofit corporations do not have owners, and the provision of any ownership share to any person would instantly convert the corporation into a for-profit entity, both for federal and state tax purposes, and for every other legal purpose. So, this comment concerns me, because it suggests that the management does not understand corporations law at all, or that there is some sort of shenanigans in play.

2. What are our rights as corporate officers against wrongful termination and harrasment?

A: See #1, above.

3. Does termination require a majority vote of the complete board of directors or does his majority shares as president allow him to terminate us without any recourse?

A: See #1, above.

Hope this helps.

NOTICE: My goal here is to educate others about the law. I am always available to answer your follow-up questions after you click Accept – however, if you do not click Accept, the website gets paid, and I receive nothing. This is true, even if you are on a subscription plan. So please click Accept, so that I will be able to continue to provide this service for others in the future.


And, if you need to contact me again, please put my user id on the title line of your question (“To Socrateaser”), and the system will send me an alert. Thanks!

socrateaser, Lawyer
Satisfied Customers: 34464
Experience: Retired (mostly)
socrateaser and 2 other California Employment Law Specialists are ready to help you

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • LawTalk

    Attorney

    Satisfied Customers:

    933
    I have 30 years of experience in the practice of law, including employment law and discrimination law.
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/LawTalk/2012-6-6_17379_LawTalk.64x64.JPG LawTalk's Avatar

    LawTalk

    Attorney

    Satisfied Customers:

    933
    I have 30 years of experience in the practice of law, including employment law and discrimination law.
  • http://ww2.justanswer.com/uploads/MU/multistatelaw/2011-11-27_173951_Tinaglamourshotworkglow102011.64x64.jpg Tina's Avatar

    Tina

    Attorney

    Satisfied Customers:

    869
    JD, 16 years experience & recognized by ABA for excellence in employment law.
  • http://ww2.justanswer.com/uploads/PI/PIExpert/2012-7-1_152453_Attorney.64x64.jpg Brandon, Esq.'s Avatar

    Brandon, Esq.

    Lawyer

    Satisfied Customers:

    332
    Has received a certificate of recognition from the California State Senate for his outstanding legal service.
  • http://ww2.justanswer.com/uploads/PH/phoenixrising119/2012-7-26_11214_043.64x64.jpg melissamesq's Avatar

    melissamesq

    Attorney

    Satisfied Customers:

    47
    Represent clients to maximum recovery in employment cases.
  • http://ww2.justanswer.com/uploads/IG/Iggy1001/2013-11-20_23344_JApic.64x64.jpg Joseph's Avatar

    Joseph

    Lawyer

    Satisfied Customers:

    3602
    Extensive experience representing employees and management
  • http://ww2.justanswer.com/uploads/JK/jkiani22/2013-11-18_15348_JacobKiani1copy2.64x64.jpg jkiani22's Avatar

    jkiani22

    Attorney

    Satisfied Customers:

    24
    Attorney
  • /img/opt/shirt.png Legal Counsel's Avatar

    Legal Counsel

    Lawyer

    Satisfied Customers:

    32
    California Licensed Attorney- 29 years- Wages, Hours, Overtime, Discrimination, Wrongful Termination.
 
 
 
Chat Now With A California Employment Lawyer
socrateaser
socrateaser
California Employment Lawyer
34464 Satisfied Customers
Retired (mostly)