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If I am part of an S corporation are the other share holders…

If I am part...

If I am part of an S corporation are the other share holders allowed to hold meetings without me?

Lawyer's Assistant: What state are you in? And have you consulted a local attorney?

New Jersey. And no not yet

Lawyer's Assistant: Has anything been officially filed? If so, what?

Not that I am aware of. It is a family corporation. 5 brothers including myself. Regarding the selling of our parents estate.

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Answered in 1 minute by:
3/14/2018
Legal Eagle
Legal Eagle, Lawyer
Category: Legal
Satisfied Customers: 10,168
Experience: Licensed to practice before state and federal court
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Hello! I am a licensed attorney, admitted to practice in state and federal court. I have a nearly 100% satisfaction rating (click here for more info) so all that means is that you can count on me to help today. Because I want to provide you with the most accurate answer possible, do you mind if I take a moment to review your question?

Please keep in mind that our conversation does not include an attorney-client relationship and this is for general information purposes only.

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Customer reply replied 1 month ago
Ok

Great, thank you! The system may automatically ask you for a phone call; however, it’s not required that you take it. Bear with me a moment while I review…

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Thanks for your patience. Generally, the law requires that shareholders are given proper notice of any special or general meetings. If there is a minimum # of people at the meeting to have a vote, then the meeting can continue. The board can ratify or decertify any decision that was made at the meeting. If a shareholder was not properly noticed, they may file a lawsuit to nullfiy the decision.

Accordingly, were you given notice of this meeting?

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Customer reply replied 1 month ago
No. I was not notified. I found out accidentally by one of my brothers who asked me not to tell me.
Customer reply replied 1 month ago
them

I see. Ok, so NJ requires that you as a shareholder be noticed under NJ Rev Stat § 14A:5-4 (2013). In your case, you could sue under a violation of that statute which could ultimately undo the decision that was made.

You may want to consider just writing a formal demand letter stating that a new, noticed meeting must be held or else you may have to take legal action. There’s a site that I’ve used in the past where you can find a good template for a demand letter (click here). It only costs $10 and it is way cheaper than litigation. How else can I help you today?

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Customer reply replied 1 month ago
The meeting was regarding the estate of my parents. I live in one of the properties and am trying to purchase it. They held this meeting to try and forfeit a verbal agreement that I had with them regarding the time frame on which to purchase the home. And impose further financial responsibilities onto me. Which negates a previous decision that was made at a prior meeting and which was the only other meeting ever held

I see what you mean. I think that you should take the action that I recommended. The law supports you in this situation and I think that you should exercise your rights here.

What other questions did you have for me today that I can help you out with:-)?

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Customer reply replied 1 month ago
If there are 5 shareholders is it true that a majority vote rules on any situation?

Yes, unless the bylaws of the organization state otherwise. For example, if something is less than a unanimous vote, some companies may opt for a 2nd or 3rd vote to ensure validity of the decision, but it's not required by law they do that.

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Customer reply replied 1 month ago
There were never bylaws set up or minutes taken st the 1 previous meeting. Does this nullify any previous decisions?

Well, the lack of notice is what could nullify the decision if you decide to take it to court. The lack of bylaws won't necessarily nullify the decision, but if you're a shareholder and they didn't tell you about the meeting, then that's against the law in your state.

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Customer reply replied 1 month ago
Is there any way to stop them from calling and holding another meeting with me and reaching the same conclusion they previously reached at the meeting I was not invited to. If the meeting was nullified due to my absence

Well, you can't physically stop them, but you can persuade them that what they're doing is in violation of NJ law and that if you were to go to court, all of the decisions that they made would be unwound anyway.

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Customer reply replied 1 month ago
if another meeting was held with me there and the outcome was still the same due to majority ruling I have no recourse? And do minutes legally have to be taken for it to be considered an actual corporation meeting??

You wouldn't have recourse only if you received notice and decided not to show or if you were outvoted. And yes, minutes have to be taken.

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Customer reply replied 1 month ago
Thank you for the information and your time.

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