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Board of Directors Related Questions

A board of directors is a group of people who have been appointed or elected to govern the activities of a company. Generally, a company's by-laws dictate what powers of authority are given to the board. The by-laws also determine how the members are elected and when the board is to meet. Below are the most commonly asked legal questions about board of directors, their rights and problems related to board of directors.

CEO sent me a draft of the letter he was going to send out to shareholders informing them of my removal from the board of directors. So I went ahead and resigned. Is this legal?

Case Details: The CEO has been trying to get me off the board of directors. Last year on the re-election he send out document with Biographies of the current members and intentionally cut mine short (leaving out key information) where the others had detailed information. I believe he was trying to get me voted out. Fortunately, I did not get voted out. 6 months later I was told to resign from the board or he would have me removed.

The NY corporation statutes don't place criminal liabilities against people who violate the statutes unless fraud against a person or other company has occurred. The NYS corporation laws are in place to establish a guideline for those corporations that have by-laws in place and to provide a guideline to those who don't have by-laws for the purpose of elections and appointment of officers. There is nothing wrong or illegal for a company to change the way they run the corporation, as long as it is mentioned in the company by-laws.

In order to determine if the CEO was within his rights, you need to read your corporations by-laws and the Articles of Organization. You may want to hire an attorney to go over the Articles of Organization and by-laws. If the CEO forced you to resign by using empty threats, you may have a potential civil lawsuit. It is apparent that he misrepresented the facts in order for you to leave your position. An attorney will be able to determine this once they read the by-laws. You will need to show he court that you suffered a monetary loss as a result of the CEO forcing you out of your position. The court will not allow a civil lawsuit to proceed without proof. If you have the proof, you could possibly go after the company, as well as the officers to recover any monetary loss.

as if he did commit an act of misrepresentation against you in the manner in which he got you to resign and the fact that you received no compensation for that resignation -- now the bigger question here is if you suffered any monetary damages or other damages (such as a defamation of character issue that he may have created by these actions) -- because if you bring a lawsuit against the company and the Officers of the company based upon his actions you will have to show the judge some type of monetary loss so that the court can actually grasp the case as something tangible and permit you to recover damages for what you have actually lost. To find a local attorney practicing in the business law field you should contact your local county bar association (you can probably find them online -- and they will give you a referral to several business lawyers in your area and then you can and should speak with a few of them and determine which lawyer would be willing to work with you on all of these issues for the least amount of money up front.

What form of compensation are members of a corporate board of directors receive? Are they always shareholders or can they receive other compensation such as a percentage of revenues?

A board can be officers, shareholders or an independent party. Many people sit on the board of directors and have no interest in the company. Usually, a board member is paid per meeting but there is no set method of payment. Generally, a percentage of the revenue is paid to the shareholders but you could pay the board with a percentage of the revenue that has been set aside for that purpose.

Is there an age limit to whom I can put on my Board of Directors if I am forming a 501c3 non- profit organization? Would they consider my step-daughter my descendent and therefore an interested person?

In order to be a director, the person would have to be over the age of 18.Under Regs. 53.4946–1(h), "members of the family" are limited to an individual’s spouse, ancestors, lineal descendants, and the spouses of his or her lineal descendants. Also, the legally adopted child of an individual is his or her child within the meaning of this regulation. IRC 4946(d) provides that the family of any individual shall include only his spouse, ancestors, children, grandchildren, great grandchildren, and the spouses of children, grandchildren, and great grandchildren. For years prior to January 1, 1985, members of the family include all lineal descendants and their spouses. A stepchild is not included.

Aboard of directors is an important fixture in any company. There job is to maintain the operations of a company and to govern the activities within the company. If you have an issue or have legal questions about a board of director's rules, you should always ask an Expert.
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