I have a question that is a continuation of my previous inquiry.
As you said previously, the bylaws do allow my mother and myself to represent a quorum – being the majority shareholders, but not less than a 1/3 of the board.
My question is --
1. Since we are/were a family-owned business, the formal Board of Director’s meetings sort of fell by the wayside. We only have copies of formal minutes up to 2002. Does this compromise our rights as detailed in the bylaws?
2. I noticed the bylaws are not dated and are/were not required to be filed legally. How do we prove they are original? We have the old, faded minute books.
Also, my mother is the Treasurer and has served as such since the corporation’s birth. She’s very precise and although old - is sharp as a tack. When she noticed that my brother, the President, and his wife were selling equipment under my father’s company name, but having the money wired to one of their company’s accounts, she removed funds from my father’s company in the form of cashier’s checks and is holding them. She has not deposited any monies in her or anyone else’s accounts. She has just been renewing the money orders marked as “holding for investment” and placed them in a safety deposit box. They are suing her for failing fiduciary duties
and denying them access to all funds.
For your information this corporation has never paid dividends.
There is a clause in bylaws stating:
Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time in their absolute discretion think proper as a reserve fund to meet contingencies or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may abolish any such reserve in the manner in which it was created.
Would my mother and myself be protected under the bylaws in our right to do this in lieu of, above “conducive to the interest of the corporation”