Guest Dustin H. Posted March 30, 2023 at 11:16 PM Report Share Posted March 30, 2023 at 11:16 PM I am a shareholder in a co-op. In order to run for the Board you must be a shareholder. Last year, our President of the Board transfered his shares into a Family Trust, therefore no longer being a shareholder. He kept this secret from all shareholders and is still continues to carry on duties as president. Recently it was discovered that he is no longer a shareholder and he and the rest of the Board members were notified of this fact. He is unwilling to resign from the Board. Are there any civil or criminal actions we can take to remove him? Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 30, 2023 at 11:59 PM Report Share Posted March 30, 2023 at 11:59 PM You say that in order to run for the board you must be a shareholder. Then you say he was a shareholder when he ran for the board. Do I have that right? As for your question, we do not do legal advice here. Consult a lawyer. Did you have a question about Robert's Rules? Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted March 31, 2023 at 12:01 AM Report Share Posted March 31, 2023 at 12:01 AM His election was null and void from the beginning. See (RONR) 12th ed.) 23:6, item (a). A Point of Order can be raised at any meeting of the board while he pretends to be the president, from which an Appeal can be taken from an adverse decision of the chair. The pretender must vacate the chair as soon as the matter is raised Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 31, 2023 at 12:29 AM Report Share Posted March 31, 2023 at 12:29 AM On 3/30/2023 at 8:01 PM, Rob Elsman said: His election was null and void from the beginning. See (RONR) 12th ed.) 23:6, item (a). A Point of Order can be raised at any meeting of the board while he pretends to be the president, from which an Appeal can be taken from an adverse decision of the chair. The pretender must vacate the chair as soon as the matter is raised I don't think we know that he was ineligible at the time he ran. We are told that he transferred his shares at some point, but as I read it, that was after his election. So that seems like a stretch. Quote Link to comment Share on other sites More sharing options...
Guest Dustin H. Posted March 31, 2023 at 03:58 PM Report Share Posted March 31, 2023 at 03:58 PM Thank you for responding. For clarification: He was a Board member at the time he transferred his shares. Knowing so, he should have resigned from the Board at that time, he didn't. He was in violation of our by-laws. 5 months later, he was elected by the board to become board president. After 7 months now it was discovered that he is no longer a shareholder. Once discovered, he was made aware of this fact and asked to resign. He has not resigned and the board is doing nothing to make him resign. I ask once again, do you know of any civil or criminal actions we can take to get him removed? Thank you Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 31, 2023 at 08:01 PM Report Share Posted March 31, 2023 at 08:01 PM On 3/31/2023 at 11:58 AM, Guest Dustin H. said: Thank you for responding. For clarification: He was a Board member at the time he transferred his shares. Knowing so, he should have resigned from the Board at that time, he didn't. He was in violation of our by-laws. 5 months later, he was elected by the board to become board president. After 7 months now it was discovered that he is no longer a shareholder. Once discovered, he was made aware of this fact and asked to resign. He has not resigned and the board is doing nothing to make him resign. I ask once again, do you know of any civil or criminal actions we can take to get him removed? Thank you In that case, if the board will not act (for all we know, they may not have the power anyway) then a Point of Order may be raised at a meeting of the membership. And I state once again that we do not give legal advice on civil or criminal matters, and you will need to consult an attorney. Please do not ask for legal advice again. Quote Link to comment Share on other sites More sharing options...
puzzling Posted March 31, 2023 at 08:31 PM Report Share Posted March 31, 2023 at 08:31 PM There could be another snag, the family trust ( that holds the shares) can appoint him as representative. The coop needs to accept this as him being a share holder. But do get legal advice is all we can say here. If he was smart he could have transfered all but one of his shares , then he would still be eligible. ... Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 31, 2023 at 08:35 PM Report Share Posted March 31, 2023 at 08:35 PM On 3/31/2023 at 4:31 PM, puzzling said: There could be another snag, the family trust ( that holds the shares) can appoint him as representative. The coop needs to accept this as him being a share holder. But do get legal advice is all we can say here. If he was smart he could have transfered all but one of his shares , then he would still be eligible. ... Yes, that's a fair point that had occurred to me but I have no expertise on such matters. It could be that even though the shares were put in trust, the president may still have the authority to vote those shares as an officer of the trust, and that might weigh upon his eligibility. Such questions veer pretty far off the path beaten by RONR. Quote Link to comment Share on other sites More sharing options...
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