Can the bylaws solve a shareholder vs board dispute?

[Shugah]

Hello,

We are co-op shareholders and we are stuck.

Upon receipt of a valid petition the 4 board officers refused to call a special meeting of the shareholders as required by the bylaws. Instead they "voted" to break the law and the remaining board members "voted" to follow the law. Nothing in the bylaws gives the board an option to "vote" to meet with shareholders upon receipt of a valid petition, It says call the meeting.

This year the board members that followed the bylaws are trying to call a special meeting of the shareholders to allow shareholders to consider and recall the 4 officers for breaching their fiduciary duties by refusing to adhere to governing documents evidenced by their disregard of the petition.

The General Counsel states this can not be done because the board voted against the meeting. But this special meeting is not in response to a shareholder petition, it is being called by board members so shareholders can consider and vote upon the 4 members for violating the bylaws.

The bylaws Verbatim:

Special meetings may be called at the request of the president or by a request of 2 or more members made to the secretary of the board.

Special meetings of the stockholders for any purpose or purposes may be called at any time by the president or secretary or other officer of the corporation. 

The general counsel appears to be sheilding the 4 officers who broke the bylaws and blocking the board members who want to follow them. And if the reasoning - the board has spoken- is valid, then that reason is flawed because the board is 7 members not 4.  

Are board members required to sit quietly when serving with officers who don't follow the rules?

 

 

[J. J.]

Recall may not be in order.

From what you have posted, it is not clear if the "members" are members of the board or regular members and if the meeting of the board or a stockholder meeting.

[Gary Novosielski]

On 1/22/2024 at 6:43 PM, Shugah said:

Hello,

We are co-op shareholders and we are stuck.

Upon receipt of a valid petition the 4 board officers refused to call a special meeting of the shareholders as required by the bylaws. Instead they "voted" to break the law and the remaining board members "voted" to follow the law. Nothing in the bylaws gives the board an option to "vote" to meet with shareholders upon receipt of a valid petition, It says call the meeting.

This year the board members that followed the bylaws are trying to call a special meeting of the shareholders to allow shareholders to consider and recall the 4 officers for breaching their fiduciary duties by refusing to adhere to governing documents evidenced by their disregard of the petition.

The General Counsel states this can not be done because the board voted against the meeting. But this special meeting is not in response to a shareholder petition, it is being called by board members so shareholders can consider and vote upon the 4 members for violating the bylaws.

The bylaws Verbatim:

Special meetings may be called at the request of the president or by a request of 2 or more members made to the secretary of the board.

Special meetings of the stockholders for any purpose or purposes may be called at any time by the president or secretary or other officer of the corporation. 

The general counsel appears to be sheilding the 4 officers who broke the bylaws and blocking the board members who want to follow them. And if the reasoning - the board has spoken- is valid, then that reason is flawed because the board is 7 members not 4.  

Are board members required to sit quietly when serving with officers who don't follow the rules?

 

 

I'm not sure what the stated purpose of the first special meeting was going to be.  But I assume it's true that the proposed stockholder meeting to impose some sort of discipline on the members accused of flouting the rules poses a substantially different question. 

"The board has spoken" does not imply a unanimous decision, but rather a majority decision.  However, in this case, the board had not spoken, since a 4-4 vote does not have a majority on either side.   And in any case, even if the board had spoken, it had not spoken on the question of disciplining board members, which is not even a board matter, but rather a stockholder matter.

And why would the board need to speak at all, when a single officer, without any vote of the board, can apparently call a stockholders meeting at will for any purpose?   Has the lawyer actually read the bylaws?  It doesn't sound like he has read Robert's Rules of Order Newly Revised, for that matter.