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If I am a Board Member and in favor of shareholders calling a special meeting, do my shares count as being part of the 25 per cent required to get a meeting called? I have a Board with 2 directors not acting in good faith, but rather for their own agendas, and they are moving out within a few months while making bad long term financial and strategic decisions for remaining shareholders. Thanks
Well, we're not sure a third BM is not moving out, and the fourth BM goes with the majority all the time. Met with SHs today, and, of course, they want to call a special meeting. Problem is, a lot of irrevocable financial damage is being done on a daily basis. Told what we really need is an injunction but that is expensive.
Also, you said you need 25% to call the meeting, how much do you need to have any type of vote at that meeting, is it the same? probably its more... You'll need proxies and real bodies there.
No damage is irrevocable. It's your investment and you need to now dig in and bring the stock prices back up by getting proactive, longer term thinkers in the Boardroom and management.
'Best
~AR
My other Board members are partially responsible for the situation that is calling for the Special Meeting so Shareholders can attempt to get full disclosure. Under Business Judgment Rule it seems Board can do whatever they want in terms of fiduciary duty -- even giving a vendor preference over the financial stability of the corp.
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Absolutely, Your shares count..
I’m not asking about the decisions themselves because I have seen this scenario many, many times, but not without proper correction as the end result.
If there are only 2 Board members making these decisions, where is the rest of the Board? Why are they silent? Do you have any allies? And the managing Agent? He/she can be liable also for decisions that are knowingly detrimental to the buildings fiscal health.
There is a thing called fiduciary responsibilities which every Board member and managing agent are required to uphold...
~AR
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