A 60-employee family-owned California corporation has 10
A 60-employee family-owned California corporation has 10 directors (6 company officers and 4 outsiders). The president or chairman always invites department managers to attend board meetings to make various presentations. These non-directors, some of whom, but not all, are small shareholders, stay for the duration of the meetings and participate in board discussions. There is nothing in the corporation's bylaws that provides for such participation. Case law appears to indicate that the decision as to who can attend board meeting should be made by the board collectively, and not by any individual director. If this is so (please confirm) does the board need to have a resolution for each meeting, or is a blanket consent permitted giving directors the power to invite people as they please?What potential liability do the non-directors face in connection with their participation?
My sister owns a company (LLC). In the operating agreement,
My sister owns a company (LLC). In the operating agreement, she is the only voting partner and 90% owner.Now, my sister and her partner decided to form a new corporation to replace the LLC. Her partner filed all of the paperwork and put everything in her name (supposedly a mistake). The agreed to form a stock purchase agreement where my sister will purchase 90% of the stock of the new corporation.The question is: with a corp, there is no operating agreement. How can the stock purchase agreement be structured in a way where my sister remains as the only voting stock holder and where no one can make any decision but her? As the majority owner, she has a lot to lose (her partner agrees) and needs to ensure that she is the only decision maker.Also, for the purchase price, my sister is not paying any money, instead she is moving her assets from the LLC to the corp. can those assets be valued and mentioned in the agreement?Thanks.
State of Illinois not-for-profit/501(c)(7) organization.
State of Illinois not-for-profit/501(c)(7) organization. Currently, our bylaws have a Married class of membership, defined as follows: Married membership shall be for a man and woman married to each other. Is there any requirement under Federal law given the Supreme court's ruling legalizing gay marriage nationwide or state law, that we need to revise the definition of our Married class of membership? It appears under 501(c)(7) we cannot discriminate based on race, color or religion and doesn't say anything about gay marriage or even gender. I didn't see anything in the Illinois statute about non-discrimination on the matter either.
I have a cooperative in NY where there is a dispute over
I have a cooperative in NY where there is a dispute over whether the Lessor cooperative has a secured interest right. I looked at a copy of the share of stock and noticed that it did not meet this requirement:UCC 8-103, entitled "Issuer's Lien," provides that: "A lien upon a security in favor of an issuer thereof is valid against a purchaser only if * * * the security is certificated and the right of the issuer to such lien is noted conspicuously thereon."I got this from a case ALH PROPS. v. 306-100TH ST•86 N.Y.2d 643, 648 (N.Y. 1995)This cooperative does not have a cooperative addendum either filed with a UCC filing.After reading this case and the issue I am having with the cooperative, who I found out does not have a copy of the share or lease agreement am wondering how they can enforce any claim against me on its face alone. Does this not create a question, or questions that the cooperative would have to overcome if it has neither, and if the shares themselves have no codification c;early stating they have a secured interest?
I am a founder and president of a non profit organization. I
I am a founder and president of a non profit organization. I truly need to protect what I've started. The officers are asking that we have a 3 year term of office, however I've invested time, my own person money to help the organization grow. How do I protect what I've started?JA: Can you tell me where the nonprofit is registered?Customer: Chicago, IllinoisJA: Has anything been officially filed? If so, what?Customer: Articles of incorporation, but no by laws yet!JA: Anything else you want the lawyer to know before I connect you?Customer: I think that's all
I am the member of a non profit board and was criticized for
I am the member of a non profit board and was criticized for doing a good deed for a neighbor because it could have been construed as a board action. I made it clear that I was not acting as a board member. Can my membership in an organization preclude my rights as an individual?
Writing bylaws for a NPO in Maryland. We currently have 5
writing bylaws for a NPO in Maryland. We currently have 5 directors, 3 that actually manage the group. can we have a pres, vp1 and vp2. vp1 also serves a treasurer, vp2 also serves a secretary OR can the Pres also serve as sec or treasurerJA: Because laws vary from state to state, can you tell me where the company is registered?Customer: marylandJA: Has anything been officially filed? If so, what?Customer: we recently obtain IRS determination letter.JA: Anything else you want the lawyer to know before I connect you?Customer: very small charitable performing arts org. had to "reorganize' upon death of founder. want all ducks in a row to solicit/accept donations