Guest Matt1331 Posted November 12, 2010 at 05:18 PM Report Share Posted November 12, 2010 at 05:18 PM I apologize if this isn't something that is within the context of Robert's...Small corporation, Board is made up of the five owners with a variety of ownership percentages.If the Board votes to make a change in something and two of the owners disagree with this and combined they own more than 50% of the company is there a way to flip that decision by changing the vote to percentage of ownership? Call a special Stockholders Meeting to change it? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 12, 2010 at 05:29 PM Report Share Posted November 12, 2010 at 05:29 PM I apologize if this isn't something that is within the context of Robert's...Small corporation, Board is made up of the five owners with a variety of ownership percentages.If the Board votes to make a change in something and two of the owners disagree with this and combined they own more than 50% of the company is there a way to flip that decision by changing the vote to percentage of ownership? Call a special Stockholders Meeting to change it?It's really not within RONR. You'll have to look to your corporate charter, bylaws, and potentially the state law in your state of incorporation to find out how the bylaws can be changed, or for that matter to interpret what they actually mean at the moment. Link to comment Share on other sites More sharing options...
hmtcastle Posted November 12, 2010 at 05:30 PM Report Share Posted November 12, 2010 at 05:30 PM is there a way to flip that decision by changing the vote to percentage of ownership?Possibly. See Official Interpretation 2006-13. Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 12, 2010 at 05:39 PM Report Share Posted November 12, 2010 at 05:39 PM I apologize if this isn't something that is within the context of Robert's...Small corporation, Board is made up of the five owners with a variety of ownership percentages.If the Board votes to make a change in something and two of the owners disagree with this and combined they own more than 50% of the company is there a way to flip that decision by changing the vote to percentage of ownership? Call a special Stockholders Meeting to change it?If two persons own a controlling interest in the company and wish to exercise it, they may want to rethink the concept of having a board made up of others. The best approach for them would be to amend the bylaws or articles of incorporation. Check to see if the governing documents or state law authorizes shareholders to call a special meeting. Check also for the requirement for amending the bylaws or articles of incorporation. It may be that the shareholders, by shares held, can restructure the company. This, however, would require a reading of your governing documents, and is beyond the scope of this forum. Link to comment Share on other sites More sharing options...
Guest Matt1331 Posted November 12, 2010 at 06:29 PM Report Share Posted November 12, 2010 at 06:29 PM Thank you for the replies and the advice. Link to comment Share on other sites More sharing options...
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