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Recent Bylaws questions
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 am the former CEO of a nonprofit corporation. The
I am the former CEO of a nonprofit corporation. The corporation is involved in a lawsuit where I am personally named as a defendant as well in a separate docket number. Fast forwarding to post-trial and entering of the judgement, the board chairman somehow talked to a personal acquaintance of his that practices family law in a state different from the state where the aforementioned case was adjudicated.This lawyer told the board member that the case could be dismissed because she believed the notices had not been properly delivered, but she never talked to me, the person to whom the notices were actually delivered. Never mind that we were well past the deadline for appeal as stated in both states' rules of civil procedure, and never mind that this lawyer is not licensed in the state where the case was heard, and that this particular area of law is outside of her normal practice area.In short this lawyer was able to collect some fees by telling the board chair that she could do something that she knew she could not do, i.e., she preyed upon the board chair's desperation and naivete. She admitted to me that the only reason she took the case was that she was able to bill the corporation for a trip to the city where here grand kids are located, thus she used the corporation for pecuniary gain.Is this grounds for a complaint to the state bar ethics commission.
I'm selling some shares in my company to an investor.
I'm selling some shares in my company to an investor. The investor will be contributing both cash and labor. Can we price the stock at different prices? One for the cash, and one for the labor?
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What would be the procedure to handle a Board member who
What would be the procedure to handle a Board member who hands out an email concerning legal issues that was emailed from a prior Board member to a new Board member, and this person deliberately yellowed out the sections for two of the names on the list?
I have a copy of our S-Corp incorporation document. In that
I have a copy of our S-Corp incorporation document. In that document we have authorized CNP 2000 shares with $0 PAR value. None of the shares were assigned. How should I write up the stock purchase agreement now. Is it right to have a buyer and seller when none of the shares were assigned. How do we now establish 51% ownership now to my wife.
I am one of the owners of a very small C-corp. I have aView more business law questions
I am one of the owners of a very small C-corp. I have a business partner and we each own 50% of the stock. Currently the partnership is rocky and we may sell or I may have to move to end the partnership in some other way. Basically because of his behaviors I need to get him out of the running of the business. He will not sell his shares and also will not buy mine even though he could easily afford them.Currently I'm president of the board and he is secretary. I'm the CEO and he is the CFO. He wants to change that to where I am president of the board and he is both secretary and treasurer. Would that give him any more rights to take actions he is not currently allowed? Is it anything I should care about?Also as the CEO do I have the right to fire him if it comes to that?