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Recent Board of Directors questions
My friend is a secretary on a non-profit board of directors.
My friend is a secretary on a non-profit board of directors. In the last two years she has had three strokes and although she still has mental capacity, she is slower and has lost partial physical capacity. Due to her disability, she is no longer able to transcribe meeting minutes in the timely fashion she used to. I was advised by a nonprofit advocacy group that she is entitled to have an assistant, not only to help her transcribe recordings of meetings, but also to attend meetings with her in a non-participatory strictly assistive capacity. The current president of the board is in the midst of trying to remove several board members, and he has told my friend that if she cannot transcribe the minutes herself she needs to be replaced as secretary. She was also told that she could not select her assistant - that the board had to approve that selection. Can you shed any light on any of this? I feel she is being discriminated against because of her disability and her age.
I am looking over my LLCA (based in Wisconsin). My LLC
Hello, I am looking over my LLCA (based in Wisconsin). My LLC consists of 3 members. 1 member is behaving unfavorably and will always vote in the opposite direction of the other 2 (myself and another partner). Below i have copy and pasted a section of our LLCA that talks about unanimous voting. I would like to know:1. With majority vote, are we allowed to give compensations to certain members for completing certain tasks2. With majority vote, are we allowed to give ourselves salaries?3. We are a creative company (we make clothes and accessories). Do we need unanimous voting to commission manufacturers to make our products?4. In the instance we would like to collaborate with a company (say Jan Sport) to make a backpack. Would we need unanimous votes from all the members to move forward?"B. Approval andAction. Unless greater or other authorization is required pursuant to this agreement or under the Wisconsin Limited Liability Company Act for the Company to engage in an activity or transaction, all activities or transactions must be approved by the Members, to constitute the act of the Company or serve to bind the Company. With such approval, the signature of any Members authorized to sign on behalf of the Company is sufficient to bind the Company with respect to the matter or matters so approved. Without such approval, no Members acting alone may bind the Company to any agreement with or obligation to any third party or represent or claim to have the ability to so bind the company.C. Certain Decisions Requiring Greater Authorization. Notwithstanding clause B above, the following matters require unanimous approval of the Members in a consent in writing to constitute an act of the Company:(i) A material change in the purposes or the nature of the Company's business;(ii) The amendment of the Company's articles of organization;(iii) Allowing the Company to accept any additional contribution from a Member;(iv) Allowing a partial redemption of a Membership Interest under Section(###) ###-####of the Wisconsin Limited Liability Company Act;(v) Valuing the contributions of members under Section(###) ###-####2) of the Wisconsin Limited Liability Company Act;(vi) Authorizing a Manager, Member or other person to do any act on behalf of the Company that contravenes this Agreement;(vii) With the exception of a transfer of interests governed by Article 7 of this Agreement, the admission of a new Member or a change in any Member's Membership Interest, Ownership Interest, Percentage Interest, or Voting Interest in any manner other than in accordance with this Agreement;(viii) The merger of the Company with any other entity or the sale of all or substantially all of the Company's assets; and(ix) The amendment of this Agreement."i realize this is a long question. I promise to tip well.
I. The Company will not issue or sell any New Interests
i. The Company will not issue or sell any New Interests without complying with this Section 5(h). The Company hereby grants to Grantee the preemptive right to purchase his pro rata share of the New Interests that the Company may, from time to time, propose to sell or issue. The Grantee's pro rata share for purposes of this Section 5(h) shall be determined as follows:1. During the twelve (12) months following the Grant Date, Grantee shall be permitted to purchase that amount of New Interests such that, following the issuance of all of the New Interests, Grantee's Percentage Interest shall be 2%.Can they charge me an absurd amount of money?
I work own stock in a sub s Corp. there are six stockholders
I work for and own stock in a sub s Corp. there are six stockholders and four of them work for the company and three of them are the Board of Directors. For the past ten years there have been no profits distributed to the stockholders (they always show no profit) but the Board have been drawing 80 thousand plus yearly salaries each.My question is this.Is this legal or against any state or federal rule or regulation, and if not, how can one make an anonymous reporting about this to the correct governing body for enforcement?
Can an illegally operating COA( no yearly general membership
Can an illegally operating COA( no yearly general membership meetings/ no elections,/no announced yearly budget, etc.)put a lien on my property for not paying COA fees when I had not been consulted or given any option in the dues/assessment process?
Good morning, are you really there? JA: No. I'm theView more business law questions
Good morning, are you really there?JA: No. I'm the Accountant's Assistant.Customer: a computer then?JA: The Accountant will know how to help. Please tell me more, so we can help you best.Customer: I want to trade as a hobby, what is the best approach? An LLC?JA: Is there anything else important you think the Accountant should know?Customer: I live in TexasJA: OK. Got it. I'm sending you to a secure page on JustAnswer so you can place the $5 fully-refundable deposit now. While you're filling out that form, I'll tell the Accountant about your situation and then connect you two.